<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended September 30, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-9961
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TOYOTA MOTOR CREDIT CORPORATION
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(Exact name of registrant as specified in its charter)
California 95-3775816
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19001 S. Western Avenue
Torrance, California 90509
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 787-1310
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Securities registered pursuant to section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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5 3/4% Notes Due June 15, 1995 New York Stock Exchange
- --------------------------------------- ------------------------
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]
As of November 30, 1994, the number of outstanding shares of capital
stock, par value $10,000 per share, of the registrant was 86,500, all of which
shares were held by Toyota Motor Sales, U.S.A., Inc.
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PART I
ITEM 1. BUSINESS.
General
Toyota Motor Credit Corporation ("TMCC") provides retail and wholesale
financing, retail leasing and certain other financial services to authorized
Toyota and Lexus vehicle and Toyota industrial equipment dealers and their
customers in the United States (excluding Hawaii). TMCC is a wholly owned
subsidiary of Toyota Motor Sales, U.S.A., Inc. ("TMS" or the "Parent"). TMS
is primarily engaged in the wholesale distribution of automobiles, light
trucks, industrial equipment and related replacement parts and accessories
throughout the United States (excluding Hawaii). Substantially all of TMS's
products are either manufactured by its subsidiaries or are purchased from
Toyota Motor Corporation ("TMC"), the parent of TMS, or its affiliates.
TMCC was incorporated in California on October 4, 1982, and commenced
operations in May 1983. TMCC currently has 34 branches in various locations
in the United States. TMCC's retail and wholesale financing, and leasing
programs are currently available in 44 states for Toyota vehicles and 49
states for Lexus vehicles. TMCC has five wholly owned subsidiaries, four of
which are engaged in the insurance business and one limited purpose subsidiary
formed primarily to acquire and securitize retail finance receivables. TMCC
and its subsidiaries are collectively referred to as the "Company".
An operating agreement between TMCC and TMS (the "Operating Agreement"), dated
January 16, 1984, provides that TMCC will establish its own financing rates
and is under no obligation to TMS to finance wholesale obligations from any
dealers or retail obligations of any customers. In addition, pursuant to the
Operating Agreement, TMS will arrange for the repurchase of new Toyota and
Lexus vehicles financed at wholesale by TMCC at the aggregate cost financed
in the event of dealer default. The Operating Agreement also specifies that
TMS will retain 100% ownership of TMCC as long as TMCC has any funded debt
outstanding and that TMS will make necessary equity contributions or provide
other financial assistance TMS deems appropriate to ensure that TMCC maintains
a minimum coverage on fixed charges of 1.25 times such fixed charges in any
fiscal quarter. The Operating Agreement does not constitute a guarantee by
TMS of any obligations of TMCC. The coverage provision of the Operating
Agreement is solely for the benefit of the holders of TMCC's commercial paper,
and the Operating Agreement may be amended or terminated at any time without
notice to, or the consent of, holders of other TMCC obligations.
Vehicle Retail Financing and Leasing
Retail financing consists of purchasing installment contracts covering the
sales of new Toyota and Lexus vehicles and certain used vehicles. TMCC
acquires a security interest in the vehicles it finances and recovery of
vehicles typically is permitted upon default, subject to various requirements
of law. TMCC does not normally finance more than the dealer cost of a vehicle
and accessories plus taxes, license fees and other fees, and premiums
refundable to TMCC in the event of contract termination. Typically, contract
terms range from 36 to 60 months for new vehicles and from 24 to 60 months for
used vehicles depending on the age of the vehicle. TMCC has both recourse and
non-recourse retail financing programs available to dealers. Dealers
participating in the non-recourse program are charged a higher discount rate
but do not have any financial responsibility for repossessions. As a result
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of competitive market factors, substantially all of TMCC's retail financings
have been non-recourse. TMCC requires retail financing customers to carry
fire, theft and collision insurance on financed vehicles covering the
interests of both TMCC and the customer. In the event the customer fails to
maintain such insurance, TMCC has the right to obtain collateral protection
insurance. New vehicle retail finance receivables constituted approximately
78% of all vehicle retail finance receivables at September 30, 1994. Vehicle
retail finance receivables represented approximately 35% of total assets at
September 30, 1994.
Effective November 1, 1994, the Company discontinued the origination of retail
finance receivables for Toyota vehicles through an independent finance company
in five southeastern states. The existing portfolio that was originated on
TMCC's behalf by the independent finance company will continue to be serviced
by the independent finance company. The Company does not expect the
discontinuation of Toyota retail installment contract originations in the five
states to have an adverse effect on the Company's financial condition or
results of operations.
Leasing consists primarily of purchasing new vehicles leased to retail
customers by Toyota and Lexus dealers and certain used vehicles. TMCC holds
title to vehicles it leases and generally is permitted to take possession of a
vehicle upon default by the lessee. TMCC does not normally finance more than
105% of the vehicle's Manufacturer Suggested Retail Price and accessories plus
taxes, license fees and other fees. The present program is a closed-end
program, with lease terms typically ranging from 24 to 60 months. Under the
program, the lessee is granted an option to purchase the vehicle at lease
termination, and the dealer is granted the same option if the lessee elects
to return the vehicle. The purchase price is established at the beginning of
the lease and is based upon the anticipated residual value of the vehicle.
Off-leased vehicles returned to TMCC are transported to various auction sites
throughout the United States and sold. The residual value risk on anticipated
residual values of all Toyota vehicles leased after September 30, 1990 and all
leased Lexus vehicles is directly assumed by TMCC. Anticipated residual
values on almost all Toyota vehicles leased to customers prior to October 1,
1990 were insured with an independent insurer, with TMCC assuming 25% of the
residual value risk on a last dollar basis. TMCC requires lessees to carry
fire, theft and collision insurance on leased vehicles covering the interests
of both TMCC and the lessee. In addition, TMCC requires lessees to carry
specified levels of liability insurance. New vehicle leases constituted
approximately 99% of all vehicle lease earning assets at September 30, 1994.
Vehicle lease earning assets represented approximately 51% of total assets at
September 30, 1994.
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Summary of Vehicle Retail Installment Financing and Leasing Program Activity
<TABLE>
<CAPTION>
Years Ended September 30,
------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Contracts booked:
New vehicles......... 350,000 256,000 237,000 192,000 168,000
Used vehicles........ 64,000 56,000 56,000 52,000 44,000
-------- -------- -------- -------- --------
Total............. 414,000 312,000 293,000 244,000 212,000
======== ======== ======== ======== ========
Average amount financed:
New vehicles......... $19,900 $17,900 $16,700 $14,600 $13,300
Used vehicles........ $12,600 $10,400 $9,400 $8,500 $8,000
Outstanding portfolio at
period end ($Millions):
New vehicles...... $11,603 $8,167 $6,910 $5,285 $4,164
Used vehicles..... $1,128 $877 $837 $695 $563
Number of accounts 929,000 750,000 735,000 638,000 531,000
</TABLE>
The outstanding balance of the sold retail finance receivables which TMCC
continues to service (not included in the above table) totaled $251 million
and $475 million, representing approximately 41,000 and 60,000 accounts, at
September 30, 1994 and 1993, respectively.
Vehicle Wholesale Financing
TMCC provides wholesale financing through a floating interest rate program
that assists Toyota and Lexus dealers, with approved lines of credit, in
carrying inventories of new Toyota and Lexus vehicles. Typically, financing
is provided for up to 100% of the dealer invoice value of new vehicles.
Dealers are required to make principal reductions with respect to specific
vehicles financed based on time in inventory or use as a customer
demonstrator. Used vehicle inventory financing is also offered, but financing
is subject to certain limitations. TMCC acquires security interests in the
vehicles it finances at wholesale, and substantially all such financings are
backed by corporate or individual guarantees from or on behalf of
participating dealers. In the event of a dealer default, TMCC has the right
to liquidate any assets acquired and seek legal remedies pursuant to the
guarantees. TMCC has no right, however, to recover a vehicle sold by a dealer
to a bona fide retail buyer and is limited to the remedies under its wholesale
financing agreement with the dealer. Pursuant to the Operating Agreement, TMS
will arrange for the repurchase of new Toyota and Lexus vehicles financed at
wholesale by TMCC at the aggregate cost financed in the event of a dealer
default. At September 30, 1994, finance receivables related to new vehicle
inventory financing represented approximately 92% of TMCC's total vehicle
wholesale finance receivables. As an accommodation to Toyota and Lexus
vehicle dealers, TMCC, under certain circumstances and with certain
restrictions, provides wholesale financing for new vehicles other than Toyota
and Lexus. At September 30, 1994, finance receivables related to such
vehicles represented approximately 2% of TMCC's total vehicle wholesale
finance receivables. Vehicle wholesale finance receivables represented
approximately 5% of total assets at September 30, 1994.
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Summary of Vehicle Wholesale Financing Activity
<TABLE>
<CAPTION>
Years Ended September 30,
------------------------------------------------
1994 1993 1992 1991 1990
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Dealer loans ($Millions)....... $7,055 $6,378 $4,903 $3,409 $2,143
Dealer repayments ($Millions).. $7,032 $6,152 $4,745 $3,264 $2,105
Average amount financed
per vehicle................. $17,530 $16,500 $15,400 $14,200 $14,300
Outstanding portfolio at
period end ($Millions)...... $727 $703 $486 $339 $202
</TABLE>
Credit Losses
Credit losses are an expected cost in the business of extending credit and are
considered in TMCC's rate-setting process. TMCC's objective is to minimize
credit losses while providing financing support for the sale of Toyota and
Lexus products. TMCC's credit losses to date have been primarily from retail
installment and lease contracts.
Allowances for credit losses are established based primarily on historical
loss experience. Other factors affecting collectibility are also evaluated in
determining the amount to be provided. Upon repossession of the collateral
for a delinquent account, losses are charged to the allowance for credit
losses and the estimated realizable value of the asset is reclassified to
Other Assets. When it has been determined that the collateral cannot be
recovered, losses are charged to the allowance for credit losses. Recoveries
are credited to the allowance for credit losses.
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<PAGE>
Analysis of the Allowance for Credit Losses
<TABLE>
<CAPTION>
Years ended September 30,
------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Allowance for credit losses
at beginning of period........ $121 $107 $ 89 $70 $56
Provision for credit losses...... 78 54 68 68 62
Charge-offs, net of recoveries... (35) (40) (50) (49) (48)
---- ---- ---- --- ---
Allowance for credit losses
at end of period.............. $164 $121 $107 $89 $70
==== ==== ==== === ===
Allowance as percent of net
receivables and net
investments in operating
leases outstanding............ 1.16% 1.17% 1.22% 1.31% 1.31%
Losses as percent of average
gross receivables and average
net investments in operating
leases outstanding............ .28% .37% .56% .69% .88%
Aggregate balances at end of
period for installments
and lease rentals 60
or more days past due......... $16 $16 $23 $24 $18
Aggregate balances at end of
period for installments
and lease rentals 60 or more
days past due as percent
of gross receivables and
net investments in operating
leases outstanding............ .11% .14% .23% .31% .29%
</TABLE>
Other Activities
The Company considers its primary business to be the retail and wholesale
financing and leasing of vehicles. During fiscal 1994, 1993 and 1992, the
Company derived approximately 9%, 10% and 10%, respectively, of its total
revenues from operations other than its primary business.
TMCC has five wholly owned subsidiaries, Toyota Motor Insurance Services
("TMIS"), Toyota Motor Insurance Corporation of Vermont ("TMICV"), Toyota
Motor Insurance Company ("TMIC"), Toyota Motor Life Insurance Company ("TLIC")
and Toyota Motor Credit Receivables Corporation ("TMCRC"). The insurance
subsidiaries provide certain insurance services along with certain insurance
and contractual coverages related to the sale of vehicles. In addition, the
insurance subsidiaries insure and reinsure certain TMS risks and provide
insurance for Toyota and Lexus dealers' new vehicle inventories financed by
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TMCC. Insurance operations represented approximately 4% of the Company's
total revenues for the year ended September 30, 1994. See Item 13. TMCRC,
a limited purpose subsidiary, was formed in June 1993 primarily to acquire
retail finance receivables from TMCC for the purpose of securitizing such
receivables. In the fourth quarter of fiscal 1993, the Company sold
$521 million of retail finance receivables, subject to certain limited
recourse provisions. Revenues from servicing and other income related to the
sold finance receivables represented approximately 1% of the Company's total
revenues for the year ended September 30, 1994.
TMCC provides financing of new vehicles for daily rental fleets belonging to
Toyota and Lexus dealers and independent fleet operators. TMCC also provides
financing of new vehicles for retail leasing companies owned by Toyota and
Lexus dealers. Revenues from finance receivables and vehicles under operating
leases related to these programs represented approximately 1% of total
revenues for the year ended September 30, 1994.
TMCC also provides real estate and working capital loans to Toyota and Lexus
vehicle dealers. Revenues from these finance receivables represented
approximately 1% of total revenues for the year ended September 30, 1994.
In addition, TMCC provides wholesale financing as well as retail installment
financing and leasing to authorized Toyota industrial equipment dealers and
their customers in the United States (excluding Hawaii). Revenues from
finance receivables and equipment operating lease assets related to these
programs represented approximately 2% of total revenues for the year ended
September 30, 1994.
Competition
The automobile finance industry in the United States is very competitive.
Commercial banks, savings and loan associations, credit unions, finance
companies and other captive automobile finance companies provide retail
installment financing and leasing for new and used vehicles. Commercial banks
and captive automobile finance companies also provide wholesale financing for
Toyota and Lexus dealers. TMCC's strategy is to supplement, with competitive
financing programs, the overall commitment of TMS to offer a complete package
of services to authorized Toyota and Lexus dealers and their customers.
Employee Relations
At September 30, 1994, the Company had approximately 1,885 full-time
employees. The Company considers its employee relations to be satisfactory.
Government Regulations
The finance and insurance operations of the Company are regulated under both
federal and state law. The degree and nature of regulation varies from state
to state. A majority of the states have enacted legislation establishing
licensing requirements to conduct retail and other finance and insurance
activities. Most states also impose limits on the maximum rate of finance
charges. In certain states, the margin between the present statutory maximum
interest rates and borrowing costs is sufficiently narrow that, in periods of
rapidly increasing or high interest rates, there could be an adverse effect
on TMCC's operations in these states if TMCC is unable to pass on the
increased interest costs to its customers.
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The Company's operations are also subject to regulation under federal and
state consumer protection statutes. The Company continually reviews its
operations to comply with applicable law. Future administrative rulings,
judicial decisions and legislation in this area may require modification of
the Company's business practices and documentation.
Toyota Motor Sales, U.S.A., Inc.
TMS, a wholly owned subsidiary of TMC, was established in 1957 and is
primarily engaged in the wholesale distribution of automobiles, light trucks,
industrial equipment and related replacement parts and accessories throughout
the United States (excluding Hawaii). Additionally, TMS exports automobiles
and related replacement parts and accessories to Europe, Asia and U.S.
territories. TMS also manufactures certain automobiles through Toyota Motor
Manufacturing, U.S.A., Inc., a subsidiary owned 80% by TMS and 20% by TMC, and
began truck manufacturing operations in the United States in 1991 through
TABC, Inc., a wholly owned subsidiary. TMS's corporate headquarters are in
Torrance, California, and it has port facilities, regional sales offices and
parts distribution centers at other locations in the United States.
Toyota vehicles are distributed in twelve regions, ten of which are operated
by or through Toyota Motor Distributors, Inc., a wholly owned subsidiary of
TMS. The remaining two regions are serviced by private distributors who
purchase directly from TMS and distribute to Toyota dealers within their
respective regions. For the year ended September 30, 1994, these two
distributors--Gulf States Toyota, Inc. of Houston, Texas and Southeast Toyota
Distributors, Inc. of Deerfield Beach, Florida--accounted for approximately
31% of the Toyota vehicles sold in the United States (excluding Hawaii).
Lexus vehicles are directly distributed by TMS to Lexus dealers throughout the
United States (excluding Hawaii).
For the year ended September 30, 1994, TMS sold approximately 1,071,000
automobiles and light trucks in the United States (excluding Hawaii) and
exported approximately 49,000 automobiles. TMS sales represented 26% of TMC's
worldwide sales volume for the year ended June 30, 1994. For the years ended
September 30, 1994 and 1993, Toyota and Lexus vehicles accounted for
approximately 7.1% and 7.7%, respectively, of all retail automobile and light
truck sales in the United States.
Total revenues for TMS (together with its consolidated subsidiaries) for the
fiscal years ended September 30, 1994, 1993 and 1992, aggregated approximately
$23.3 billion, $20.9 billion and $18.4 billion, respectively, of which
approximately $21.5 billion, $19.5 billion and $17.4 billion, respectively,
were attributable to revenues other than those associated with financial
services. At September 30, 1994, 1993 and 1992, TMS had total assets of
approximately $19.5 billion, $15.8 billion and $13.6 billion, respectively,
and net worth in excess of $4.3 billion, $4.1 billion and $3.7 billion,
respectively. TMS had net income in excess of $250 million in each of its
last three fiscal years.
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ITEM 2. PROPERTIES.
The headquarters of the Company is in Torrance, California and its 34 branch
offices are located in various cities throughout the United States. At
September 30, 1994, all of the Company's offices were in leased facilities and
were occupied. The Company has periodically expanded or relocated existing
offices to meet current or anticipated needs. The Company has also from time
to time opened additional branch offices to better serve its customers.
Management of the Company anticipates being able to continue to obtain
adequate space to conduct its business.
ITEM 3. LEGAL PROCEEDINGS.
Various legal actions, governmental proceedings and other claims are pending
or may be instituted or asserted in the future against TMCC and its
subsidiaries with respect to matters arising from the ordinary course of
business. Certain of these actions are or purport to be class action suits.
Two such suits involve collateral protection practices and are similar to
suits which have been filed against other financial institutions and captive
finance companies. Court approval of a settlement agreement is pending as to
both collateral protection practices suits. At this time, the Company
believes any resulting liability from the above legal actions, proceedings and
other claims will not materially affect its consolidated financial position or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
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<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
All of TMCC's capital stock is owned by TMS and there is no trading market for
such stock. No dividends have been declared or paid to date.
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ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data for the five years ended September 30,
1994 has been derived from financial statements audited by Price Waterhouse
LLP, independent accountants. The following information should be read in
conjunction with the audited financial statements and notes thereto included
in Item 8 and with Item 7--Management's Discussion and Analysis of Financial
Condition and Results of Operations.
<TABLE>
<CAPTION>
Years Ended September 30,
--------------------------------------
1994 1993 1992 1991 1990
------ ------ ------ ------ ------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Financing Revenues:
Retail financing.................. $ 413 $ 468 $485 $446 $371
Leasing........................... 1,230 747 447 216 119
Wholesale and other
dealer financing............... 86 80 65 64 43
------ ------ ---- ---- ----
Total financing revenues.......... 1,729 1,295 997 726 533
Interest expense<F1>.............. 486 454 450 390 317
Depreciation on operating leases.. 735 381 178 42 8
------ ------ ---- ---- ----
Net financing revenues............ 508 460 369 294 208
Other revenues.................... 95 77 53 39 28
------ ------ ---- ---- ----
Net Financing Revenues
and Other Revenues............. 603 537 422 333 236
------ ------ ---- ---- ----
Expenses:
Operating and administrative...... 232 228 179 130 90
Provision for credit losses....... 78 54 68 68 62
------ ------ ---- ---- ----
Total Expenses.................... 310 282 247 198 152
------ ------ ---- ---- ----
Income before income taxes
and Parent adjustment.......... 293 255 175 135 84
Parent adjustment<F1>............. - - - - 1
------ ------ ---- ---- ----
Income before income taxes........ 293 255 175 135 85
Provision for income taxes........ 118 97 68 52 33
------ ------ ---- ---- ----
Net Income........................ $ 175 $ 158 $107 $ 83 $ 52
====== ====== ==== ==== ====
</TABLE>
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(Table Continued)
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<TABLE>
<CAPTION>
September 30,
------------------------------------------------
1994 1993 1992 1991 1990
------- ------- ------ ------ ------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Finance receivables, net.. $7,776 $7,206 $6,983 $6,070 $5,160
Investments in operating
leases, net............ $6,215 $3,050 $1,699 $604 $64
Total assets.............. $14,719 $11,159 $9,444 $7,138 $5,579
Notes and loans payable... $11,833 $8,833 $7,705 $5,816 $4,532
Payable to Parent......... - $48 - $20 -
Capital stock<F2>......... $865 $680 $630 $550 $550
Retained earnings<F3>..... $662 $487 $329 $222 $139
RATIO OF EARNINGS TO
FIXED CHARGES<F1><F4>.. 1.60 1.56 1.39 1.34 1.27
<FN>
- ----------------
<F1> To maintain fixed charge coverage at the level specified in the
Operating Agreement, TMS from time to time has made noninterest-bearing
advances and income maintenance payments to TMCC. No such
noninterest-bearing advances and income maintenance payments were made
in fiscal years 1994, 1993, 1992 and 1991. For financial statement
presentation purposes, the imputed interest on noninterest-bearing
advances are included as charges to interest expense. These charges
and the income maintenance payments are offset in the income statement
as "Parent adjustment". See Item 13.
<F2> $10,000 par value per share.
<F3> The Company has paid no dividends to date.
<F4> The ratio of earnings to fixed charges was computed by dividing (i) the
sum of income before income taxes and fixed charges by (ii) fixed
charges. Fixed charges consist primarily of interest expense net of
the effect of noninterest-bearing advances. Had the amount shown in
"Parent adjustment" not been provided by TMS, the ratio of earnings to
fixed charges for the Company would have been 1.60, 1.56, 1.39, 1.34,
and 1.26 for the years ended September 30, 1994, 1993, 1992, 1991 and
1990, respectively. The ratio of earnings to fixed charges for TMS and
subsidiaries was 1.90, 2.07, 1.83, 2.54 and 3.31 for the years ended
September 30, 1994, 1993, 1992, 1991 and 1990, respectively. In March
1987, TMCC guaranteed payments of principal and interest on $58 million
principal amount of bonds issued in connection with the Kentucky
manufacturing facility of an affiliate. As of September 30, 1994, TMCC
has not incurred any fixed charges in connection with such guarantee
and no amount is included in any ratio of earnings to fixed charges.
See Item 13.
</FN>
</TABLE>
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Introduction
The earnings of TMCC are primarily affected by interest margins and the
average outstanding balance of earning assets. The interest rates charged on
retail finance receivables and implicit in leases are fixed at the time
acquired. Yields on the majority of wholesale receivables and other loans to
dealers vary with changes in short-term interest rates. Funding requirements
are primarily met through net cash provided by operating activities, earning
asset liquidations and the issuance of debt obligations of varying terms at
both fixed and floating interest rates. TMCC utilizes interest rate exchange
agreements and foreign currency exchange agreements in managing the cost of
borrowed funds.
The Company's business is substantially dependent upon the sale of Toyota and
Lexus vehicles in the United States. Lower levels of sales of such vehicles
resulting from governmental action, decline in demand, changes in pricing due
to the appreciation of the Japanese yen against the United States dollar, or
other events, could result in a reduction in the level of finance and
insurance operations of the Company. To date, the level of the Company's
operations has not been restricted by the level of sales of Toyota and Lexus
vehicles.
Financial Condition and Results of Operations
TMCC's earning assets totaled $14.2 billion at September 30, 1994, compared
to $10.4 billion at September 30, 1993. The increase in earning assets was
primarily due to the growth in leasing.
Retail finance receivables, net of unearned income, were $5.4 billion and
$4.6 billion at September 30, 1994 and 1993, respectively. Retail finance
receivables increased as a result of contract volume exceeding liquidations.
Lease earning assets consisting of lease finance receivables, net of unearned
income, and investments in operating leases, net of accumulated depreciation,
totaled $7.7 billion and $4.8 billion at September 30, 1994 and 1993,
respectively. The increase in lease earning assets reflected the continuation
of significant growth in lease contract volume, primarily in operating leases.
The growth in lease volume was primarily attributable to the effect of special
lease programs sponsored by TMS and also to the broader acceptability of
leasing in the vehicle retail sales market. Management of the Company
anticipates further growth in lease earning assets as special lease programs
continue and the broader acceptability of leasing as a financing option for
retail consumers continues.
Wholesale receivables and other dealer loans were $1.1 billion at
September 30, 1994 and $1.0 billion at September 30, 1993. The increase in
these receivables resulted primarily from the higher average wholesale
receivables balance per dealer offset by a decrease in the number of active
dealers. The number of active dealers participating in the Company's vehicle
wholesale financing program at September 30, 1994 decreased as compared to
September 30, 1993 primarily due to competitive reasons. Although further
declines in the number of active dealers participating in the wholesale
program is possible, management of the Company has taken various steps to
enhance the program's competitive position.
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Total financing revenues increased 34% in fiscal 1994 and 30% in fiscal 1993.
The increases were primarily due to earning asset growth from higher contract
volume and an increase in the average amount financed per contract. Contract
volume and finance penetration related to TMCC's vehicle retail installment
financing and leasing programs are summarized below:
<TABLE>
<CAPTION>
Years Ended September 30,
-----------------------------
1994 1993 1992
------- ------- -------
<S> <C> <C> <C>
Contracts booked:
Vehicle retail installment contracts.. 210,000 200,000 212,000
Vehicle lease contracts............... 204,000 112,000 81,000
------- ------- -------
Total.............................. 414,000 312,000 293,000
======= ======= =======
Finance penetration...................... 36.7% 27.1% 25.6%
</TABLE>
In fiscal 1994 and 1993, the growth in total contract volume and finance
penetration was due to the increased leasing of both Toyota and Lexus
vehicles. Finance penetration represents the percentage of new Toyota and
Lexus vehicle deliveries in the United States (excluding Hawaii) financed or
leased by TMCC. The increases in lease contract volume were primarily
attributable to the growth in special lease programs sponsored by TMS and also
to the broader acceptability of leasing in the vehicle retail sales market.
Under these special lease programs, TMCC offered reduced monthly payments on
certain new vehicles to qualified lessees and received an amount from TMS for
each vehicle leased. Amounts received approximate the balances required by
TMCC to maintain revenues at standard program levels and are earned over the
expected lease terms. The level of sponsored program activity varies based
on TMS marketing strategies. TMCC recognized revenues related to all amounts
received under various TMS programs of $54 million, $25 million and
$16 million in fiscal 1994, 1993 and 1992, respectively.
Retail financing revenues decreased 12% in fiscal 1994 and 4% in fiscal 1993.
Retail financing revenues decreased in both fiscal 1994 and 1993 due to a
continuing decline in portfolio yield resulting from lower yielding contracts
replacing liquidating higher yielding contracts. The declines in yields
reflected the effect of competitive market conditions. Management of the
Company anticipates that the level of retail financing yields and revenues in
fiscal 1995 will approximate those of fiscal 1994.
During fiscal 1994 and 1993, TMCC's primary source of revenue and earning
asset growth was leasing. Leasing revenues increased 65% and 67% in fiscal
1994 and 1993, respectively. The growth in leasing revenues was attributable
to a 90% and 121% increase in average investments in operating leases in
fiscal 1994 and 1993, respectively. Management of the Company anticipates
continued growth in leasing revenues as special lease programs sponsored by
TMS continue to contribute to increases in lease earning assets.
Wholesale and other dealer financing revenues increased 8% in fiscal 1994 and
23% in fiscal 1993. The increased revenues in both fiscal 1994 and 1993
resulted primarily from higher average wholesale receivable balances.
-14-
<PAGE>
Management of the Company anticipates that yields and revenues will increase
in fiscal 1995 due to rising short-term market interest rates to which such
financing is indexed and due to earning asset growth.
Interest expense increased 7% in fiscal 1994, compared with a 1% increase in
fiscal 1993. The increases in interest expense resulted from higher average
borrowing levels required to fund the growth in earning assets which were
substantially offset by decreases in market interest rates. The weighted
average cost of borrowings was 4.94%, 5.57% and 6.92% for the years ended
September 30, 1994, 1993 and 1992, respectively. Management anticipates that
as a result of rising market interest rates, the weighted average cost of
borrowings will increase in fiscal 1995 as compared to fiscal 1994.
Depreciation on operating leases increased 93% in fiscal 1994, compared with
an increase of 114% in fiscal 1993. Increases in both years were due to the
growth in investments in operating leases. Management anticipates
depreciation on operating leases to increase in fiscal 1995 due to anticipated
growth in lease earning assets.
Uninsured vehicle residual values were approximately $4.8 billion and
$2.6 billion at September 30, 1994 and 1993, respectively. To date, TMCC has
incurred no material losses as a result of residual value risk. Although
TMCC's experience has been limited, management of the Company believes that
the residual values of its leases reflected in the financial statements
represent realizable values.
The Company experienced continued growth in net financing revenues and other
revenues during fiscal 1994 and 1993. Net financing revenues increased 10%
and 25% in fiscal 1994 and 1993, respectively. The increase in fiscal 1994
was primarily attributable to the growth in the level of earning assets which
was partially offset by declining interest margins. The increase in fiscal
1993 was primarily attributable to improved interest margins and growth in the
level of earning assets. [Interest margin is the excess of the combined
interest rate yield on finance receivables and implicit in leases over the
effective interest rate cost of total borrowings.] Lower interest margins in
fiscal 1994 were the result of portfolio yields on retail installment and
lease contracts decreasing more rapidly than the decline in average borrowing
costs. Improved interest margins in fiscal 1993 were the result of borrowing
costs decreasing more rapidly than the decline in portfolio yields on retail
installment and lease contracts. Management anticipates somewhat lower net
financing revenues in fiscal 1995 due to an expected increase in the weighted
average cost of borrowings.
Other revenues increased 23% in fiscal 1994 and 45% in fiscal 1993. The
increase in other revenues in fiscal 1994 resulted from the continued growth
in the Company's insurance operations and from servicing and other income
related to the retail finance receivables sold in fiscal 1993. The increase
in other revenues in fiscal 1993 was primarily due to a $12 million pre-tax
gain resulting from the sale of retail finance receivables in fiscal 1993 and
from growth in the Company's insurance operations.
Operating and administrative expenses increased 2% and 27% in fiscal 1994 and
1993, respectively. These increases reflected costs for additional personnel,
facilities and other resources required to service the Company's growing
customer base and for the growth in the Company's insurance operations.
Increases in fiscal 1993 were also due to the establishment of reserves
related to certain pending legal actions.
-15-
<PAGE>
The provision for credit losses is largely a function of changes in the level
and mix of earning assets. The provision for credit losses increased 44% in
fiscal 1994 as a result of the increased growth in the level of earning assets
in fiscal 1994, partially offset by favorable credit loss experience. The
provision for credit losses decreased 21% in fiscal 1993 as the effect of the
increase in the growth in earning assets was more than offset by favorable
credit loss experience and the effect of the sale of retail finance
receivables in fiscal 1993. The limited recourse loss provision for the sold
receivables was excluded from the provision for credit losses and netted
against the gain recognized on such sale. The favorable trend in credit loss
experience is attributable, in part, to enhanced credit granting procedures,
collection efforts and the mix in earning assets. The Company will continue
to place emphasis on controlling its credit loss exposure; however, there are
no assurances that this favorable trend will continue.
Operating profits (reflected as "Income before income taxes") increased 15%
in fiscal 1994 and 46% in fiscal 1993. The increase in operating profits and
net income during fiscal 1994 was primarily the result of the growth in the
level of earning assets, decreases in the average cost of borrowing and
favorable credit loss experience. The increase in operating profits and net
income during fiscal 1993 was primarily due to improved interest margins,
growth in the level of earning assets and favorable credit loss experience.
Management of the Company anticipates that fiscal 1995 operating profits may
be somewhat lower than in fiscal 1994 due to an expected increase in the
weighted average cost of borrowings.
Financial support is provided by TMS, as necessary, to maintain TMCC's minimum
fixed charge coverage at the level specified in the Operating Agreement. As
a result of the favorable operating profits in both fiscal 1994 and 1993, TMCC
did not receive any financial support from TMS. See Item 13.
Liquidity and Capital Resources
The Company requires, in the normal course of business, substantial funding to
support the level of its earning assets. Significant reliance is placed
on the Company's ability to obtain debt funding in the capital markets in
addition to funding provided by earning asset liquidations, cash provided by
operating activities, and growth in retained earnings. Debt funding has been
obtained primarily from the issuance of debt securities in the European and
United States capital markets. Debt issuances have generally been in the form
of commercial paper, medium-term notes ("MTNs") and other debt securities.
From time to time, this funding has been supplemented by loans and equity
contributions from TMS.
Commercial paper issuances and borrowings from TMS are specifically utilized
to meet short-term funding needs. Commercial paper outstanding under TMCC's
commercial paper program ranged from approximately $351 million to
$1.4 billion at any month end during fiscal 1994, with an average outstanding
balance of $894 million. The Company anticipates increased use of commercial
paper during fiscal 1995. To support its commercial paper program, TMCC also
maintains syndicated bank credit facilities with certain banks which
aggregated $1.5 billion at September 30, 1994. No loans were outstanding
under any of these bank credit facilities during fiscal 1994. TMCC also
maintains uncommitted, unsecured lines of credit with banks totalling
$300 million to facilitate issuances of letters of credit. At September 30,
1994, approximately $123 million in letters of credit had been issued,
primarily related to the Company's insurance operations.
-16-
<PAGE>
Borrowings from TMS ranged from zero to $161 million during fiscal 1994, with
an average outstanding balance of $6 million. The interest rate charged by
TMS to TMCC for these interest-bearing loans approximates the Federal Reserve
Board's one-month commercial paper composite rate for firms whose bonds are
rated AA.
MTNs, with original terms ranging from nine months to ten years, have been
issued in the European and United States capital markets to meet a portion of
long-term and short-term funding requirements. During fiscal 1994, TMCC
issued approximately $4.6 billion of MTNs of which approximately $3.9 billion
had maturity dates on the date of issuance of more than one year. MTNs
outstanding at September 30, 1994, including the effect of foreign currency
translations at spot rates in effect at September 30, 1994, totaled
approximately $7.0 billion. In March 1994, the Company expanded the maximum
aggregate principal amount available for issuance under its United States
public MTN program by an additional $4.0 billion. At November 30, 1994,
approximately $2.7 billion under TMCC's United States public MTN program was
available for issuance. In July 1994, the Company expanded the maximum
aggregate principal amount authorized to be outstanding at any time under
TMCC's Euro MTN program from $4.0 billion to $6.5 billion. As of November 30,
1994, $2.1 billion was available for issuance under the Euro MTN program, of
which the Company has committed to issue approximately $250 million. The
United States and Euro MTN programs may from time to time be expanded to allow
for the continued use of these sources of funding.
Long-term funding requirements have also been met through the issuance of
other forms of debt securities underwritten in the European and United States
capital markets. At September 30, 1994, approximately $3.5 billion of debt
securities (excluding MTNs), including the effect of foreign currency
translations at spot rates in effect at September 30, 1994, were outstanding
in the European capital markets. At November 30, 1994, the Company has
committed to issue an additional $98 million. Of the $3.5 billion in debt
securities, $2.3 billion was denominated in foreign currencies. Underwritten
debt securities outstanding in the United States public market, excluding
MTNs, totaled approximately $300 million at September 30, 1994. At
November 30, 1994, approximately $700 million of securities registered with
the Securities and Exchange Commission ("SEC"), excluding MTNs, were available
for issuance.
TMCC utilizes a variety of financial instruments to manage its foreign
currency exchange rate risk and interest rate risk. TMCC does not enter into
these instruments for trading purposes. During the years ended September 30,
1994, 1993 and 1992, TMCC held its derivative financial instruments to
maturity of the underlying debt instrument. Debt issued in foreign currencies
is hedged by concurrently executed foreign currency exchange agreements. The
mix of fixed and floating interest rates on TMCC's debt outstanding is
periodically adjusted through the use of interest rate contracts, including
interest rate exchange agreements and option related products. See Item 8--
Notes 2, 8, 9 and 10 to the Consolidated Financial Statements.
From time to time, TMS has made equity contributions to maintain TMCC's equity
capitalization at certain levels. Such levels have been periodically
established by TMS as it deems appropriate. During the years ended
September 30, 1994 and 1993, TMS made equity contributions to TMCC by
purchasing, at par value, all newly issued shares of TMCC's capital stock in
the amount of $185 million and $50 million, respectively.
-17-
<PAGE>
Cash flows provided by operating, investing and financing activities have been
used primarily to support earning asset growth. Cash provided by the
liquidation of earning assets, totalling $10.8 billion and $9.4 billion during
fiscal 1994 and 1993, respectively, was used to purchase additional finance
receivables and investments in operating leases. Additionally, in the fourth
quarter of fiscal 1993, the Company generated proceeds of $466 million from
the sale of a pool of retail installment contract receivables. Investing
activities resulted in a net use of cash in fiscal 1994 and 1993 as the growth
in earning assets, primarily from leasing, exceeded the cash provided by the
liquidation of earning assets. Net cash used in investing activities was
$4.5 billion and $2.1 billion in fiscal 1994 and 1993, respectively. The
higher level of cash used in investing activities resulted in a higher level
of net cash required from financing activities to support the growth in
earning assets. Net cash flows provided by financing activities totaled
$3.0 billion in fiscal 1994, representing a $1.4 billion increase over the
prior year. The growth in earning assets was also supported by net cash
provided by operating activities which totaled $1.3 billion in fiscal 1994,
representing a $409 million increase from fiscal 1993.
Management of the Company believes that cash provided by operating, investing
and financing activities will be sufficient to meet the Company's liquidity
and capital resource needs in the future.
Recently Enacted Accounting Standards
In November 1992, the Financial Accounting Standards Board issued Statement
No. 112, "Employers' Accounting for Postemployment Benefits" ("Statement No.
112"). Statement No. 112 requires accrual, during the years that the employee
renders the necessary service or when it is probable that a liability has been
incurred, of the expected cost of providing postemployment benefits to former
or inactive employees, their beneficiaries, and covered dependents after
employment but before retirement. The Company's current practice of
accounting for these benefits is on a cash basis. Statement No. 112 is
effective for fiscal years beginning after December 15, 1993. The Company
plans to adopt Statement No. 112 in the first interim period of fiscal 1995.
The impact of adoption on the financial position or results of operations is
not expected to be material.
The Financial Accounting Standards Board issued Statement No. 114, "Accounting
by Creditors for Impairment of a Loan" ("Statement No. 114") in May 1993 which
was amended by Statement No. 118, "Accounting by Creditors for Impairment of a
Loan - Income Recognition and Disclosures" ("Statement No. 118") in October
1994. Statement No. 114 requires a creditor to evaluate the collectibility
of both contractual interest and principal of certain impaired receivables
when assessing the need for a loss accrual and to measure loans that are
restructured in a troubled debt restructuring to reflect the time value of
money. Statement No. 114 is not applicable to leases and large groups of
smaller-balance homogeneous loans that are collectively evaluated for
impairment. Statement No. 118, amends Statement No. 114, to allow a creditor
to use existing methods for recognizing interest income on an impaired loan.
Statement No. 118 also amends the disclosure requirements in Statement No. 114
to require information about the recorded investment in certain impaired loans
and about how a creditor recognizes interest income related to those impaired
loans. Statement No. 114, as amended by Statement No. 118, applies to
financial statements for fiscal years beginning after December 15, 1994. The
Company plans to adopt Statement No. 114, as amended by Statement No. 118, in
the first interim period of fiscal 1995. The impact of adoption on the
financial position or results of operations is not expected to be material.
-18-
<PAGE>
In May 1993, the Financial Accounting Standards Board issued Statement No.
115, "Accounting for Certain Investments in Debt and Equity Securities"
("Statement No. 115"), which addresses the accounting and reporting for
investments in equity securities that have readily determinable fair values
and for all investments in debt securities. These investments will be
categorized as held-to-maturity securities and reported at amortized cost;
trading securities and reported at fair value, with unrealized gains and
losses included in earnings; or available-for-sale securities and reported at
fair value, with unrealized gains and losses excluded from earnings and
reported in a separate component of shareholders' equity. Statement No. 115
is effective for fiscal years beginning after December 15, 1993. The Company
plans to adopt Statement No. 115 in the first interim period of fiscal 1995.
The estimated impact of adoption on the financial position or results of
operation is not expected to be material.
In October 1994, the Financial Accounting Standards Board issued Statement
No. 119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments" ("Statement No. 119"), which requires disclosures about
derivative financial instruments and amends existing requirements of Statement
No. 105, "Disclosure of Information about Financial Instruments with Off-
Balance-Sheet Risk and Financial Instruments with Concentration of Credit
Risk" ("Statement No. 105") and Statement of Financial Accounting Standards
No. 107, "Disclosures about Fair Value of Financial Instruments" ("Statement
No. 107"). Statement No. 119 applies to financial statements for fiscal years
ending after December 15, 1994. The Company adopted Statement No. 119 in
fiscal 1994.
-19-
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Page
-------
Report of Independent Accountants................................ 21
Consolidated Balance Sheet at September 30, 1994 and 1993........ 22
Consolidated Statement of Income for the
years ended September 30, 1994, 1993 and 1992................. 23
Consolidated Statement of Shareholder's Equity for
the years ended September 30, 1994, 1993 and 1992............. 24
Consolidated Statement of Cash Flows for the
years ended September 30, 1994, 1993 and 1992................. 25
Notes to Consolidated Financial Statements....................... 26 - 46
Report of Independent Accountants
on Financial Statement Schedules.............................. 47
Schedule VII - Guarantees of Securities of Other Issuers......... 48
Schedule IX - Short-term Borrowings.............................. 49
All other schedules have been omitted because they are not required, not
applicable, or the information has been included elsewhere.
-20-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors and Shareholder of
Toyota Motor Credit Corporation
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholder's equity and of cash flows
present fairly, in all material respects, the financial position of Toyota
Motor Credit Corporation (a wholly owned subsidiary of Toyota Motor Sales,
U.S.A., Inc.) and its subsidiaries at September 30, 1994 and 1993, and the
results of their operations and their cash flows for each of the three years
in the period ended September 30, 1994, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Toyota Motor Credit Corporation's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
/S/ PRICE WATERHOUSE LLP
Los Angeles, California
October 31, 1994
-21-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED BALANCE SHEET
(Dollars in Millions)
<TABLE>
<CAPTION>
September 30,
-----------------------
1994 1993
-------- --------
<S> <C> <C>
ASSETS
------
Cash and cash equivalents................. $ 277 $ 574
Investments in marketable securities...... 102 138
Finance receivables, net.................. 7,776 7,206
Investments in operating leases, net...... 6,215 3,050
Receivable from Parent.................... 37 -
Other receivables......................... 221 105
Deferred charges.......................... 36 44
Other assets.............................. 55 42
------- -------
Total Assets..................... $14,719 $11,159
======= =======
LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------
Notes and loans payable................... $11,833 $ 8,833
Accrued interest.......................... 156 148
Accounts payable and accrued expenses..... 725 594
Unearned insurance premiums............... 61 74
Payable to Parent......................... - 48
Income taxes payable...................... 31 17
Deferred income taxes..................... 386 278
------- -------
Total liabilities................... 13,192 9,992
------- -------
Shareholder's Equity:
Capital stock, $l0,000 par value
(100,000 shares authorized; issued
and outstanding 86,500 in 1994 and
68,000 in 1993)..................... 865 680
Retained earnings...................... 662 487
------- -------
Total shareholder's equity.......... 1,527 1,167
------- -------
Total Liabilities and
Shareholder's Equity............. $14,719 $11,159
======= =======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-22-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Dollars in Millions)
<TABLE>
<CAPTION>
Years ended September 30,
-----------------------------------
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Financing Revenues:
Retail financing........................ $ 413 $ 468 $485
Leasing................................. 1,230 747 447
Wholesale and other dealer financing.... 86 80 65
------ ------ ----
Total financing revenues................... 1,729 1,295 997
Interest expense........................ 486 454 450
Depreciation on operating leases........ 735 381 178
------ ------ ----
Net financing revenues..................... 508 460 369
Other revenues............................. 95 77 53
------ ------ ----
Net Financing Revenues and Other Revenues.. 603 537 422
------ ------ ----
Expenses:
Operating and administrative............ 232 228 179
Provision for credit losses............. 78 54 68
------ ------ ----
Total Expenses............................. 310 282 247
------ ------ ----
Income before income taxes................. 293 255 175
Provision for income taxes................. 118 97 68
------ ------ ----
Net Income................................. $ 175 $ 158 $107
====== ====== ====
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-23-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
(Dollars in Millions)
<TABLE>
<CAPTION>
Capital Retained
Stock Earnings Total
------- -------- -------
<S> <C> <C> <C>
Balance at September 30, 1991.......... $550 $222 $ 772
Issuance of capital stock.............. 80 - 80
Net income in 1992..................... - 107 107
---- ---- ------
Balance at September 30, 1992.......... 630 329 959
Issuance of capital stock.............. 50 - 50
Net income in 1993..................... - 158 158
---- ---- ------
Balance at September 30, l993.......... 680 487 1,167
Issuance of capital stock.............. 185 - 185
Net income in 1994..................... - 175 175
---- ---- ------
Balance at September 30, 1994.......... $865 $662 $1,527
==== ==== ======
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-24-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Millions)
<TABLE>
<CAPTION>
Years ended September 30,
---------------------------------
1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income.......................................... $ 175 $ 158 $ 107
------ ------ ------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization.................. 743 382 184
Provision for credit losses.................... 78 54 68
Gain from sale of finance receivables.......... - (12) -
Increase in accrued interest................... 8 24 11
Increase (decrease) in unearned
insurance premiums.......................... (13) (21) 17
Increase (decrease) in deferred
income taxes................................ 108 (1) 104
(Increase) decrease in other assets............ (24) 47 (22)
Increase in other liabilities.................. 180 215 51
------ ------ ------
Total adjustments................................... 1,080 688 413
------ ------ ------
Net cash provided by operating activities.............. 1,255 846 520
------ ------ ------
Cash flows from investing activities:
Additions to investments in marketable
securities....................................... (86) (174) (142)
Disposition of investments in marketable
securities....................................... 120 139 131
Purchase of finance receivables..................... (10,868) (9,936) (8,343)
Liquidations of finance receivables................. 10,263 9,159 7,380
Proceeds from sale of finance receivables........... - 466 -
Additions to investments in operating leases........ (4,468) (1,974) (1,360)
Disposition of investments in operating leases...... 525 225 79
------ ------ ------
Net cash used in investing activities.................. (4,514) (2,095) (2,255)
------ ------ ------
Cash flows from financing activities:
Proceeds from issuance of capital stock............. 185 50 80
Proceeds from issuance of notes and loans
payable.......................................... 5,150 2,848 3,111
Payments on notes and loans payable................. (2,955) (1,246) (1,336)
Net increase (decrease) in commercial paper......... 582 (40) (52)
------ ------ ------
Net cash provided by financing activities.............. 2,962 1,612 1,803
------ ------ ------
Net increase (decrease) in cash and cash equivalents... (297) 363 68
Cash and cash equivalents at the beginning
of the period....................................... 574 211 143
------ ------ ------
Cash and cash equivalents at the end of the
period.............................................. $ 277 $ 574 $ 211
====== ====== ======
Supplemental disclosures:
Interest paid....................................... $475 $440 $440
Income taxes paid................................... $64 - -
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
-25-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Nature of Operations
- -----------------------------
Toyota Motor Credit Corporation ("TMCC") provides retail and wholesale
financing, retail leasing and certain other financial services to
authorized Toyota and Lexus vehicle and Toyota industrial equipment
dealers and their customers in the United States (excluding Hawaii).
TMCC is a wholly owned subsidiary of Toyota Motor Sales, U.S.A., Inc.
("TMS" or the "Parent"). TMS is primarily engaged in the wholesale
distribution of automobiles, trucks, industrial equipment and related
replacement parts and accessories throughout the United States
(excluding Hawaii). Substantially all of TMS's products are either
manufactured by its subsidiaries or are purchased from Toyota Motor
Corporation (the parent of TMS) or its affiliates.
TMCC has five wholly owned subsidiaries, Toyota Motor Insurance
Services ("TMIS"), Toyota Motor Insurance Corporation of Vermont
("TMICV"), Toyota Motor Insurance Company ("TMIC"), Toyota Motor Life
Insurance Company ("TLIC") and Toyota Motor Credit Receivables
Corporation ("TMCRC"). TMCC and its wholly owned subsidiaries are
collectively referred to as the "Company". The insurance subsidiaries
provide certain insurance services along with certain insurance and
contractual coverages related to the sale of vehicles. In addition,
the insurance subsidiaries insure and reinsure certain TMS risks and
provide insurance for Toyota and Lexus dealers' new vehicle inventories
financed by TMCC. TMCRC, a limited purpose subsidiary, was formed in
June 1993 primarily to acquire retail finance receivables from TMCC for
the purpose of securitizing such receivables.
The Company's business is substantially dependent upon the sale of
Toyota and Lexus vehicles in the United States. Lower levels of sales
of such vehicles resulting from governmental action, decline in demand,
changes in pricing due to the appreciation of the Japanese yen against
the United States dollar, or other events, could result in a reduction
in the level of finance and insurance operations of the Company.
Note 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of TMCC and
its wholly owned subsidiaries. All significant intercompany
transactions and balances have been eliminated.
-26-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Revenue Recognition
-------------------
Revenue from retail financing contracts and finance leases is
recognized using the effective yield method. Revenue from operating
leases is recognized on a straight-line basis over the lease term.
Cash and Cash Equivalents
-------------------------
Cash equivalents, consisting primarily of money market instruments,
represent highly liquid investments with original maturities of three
months or less.
Investments in Marketable Securities
------------------------------------
Investments in marketable securities consist of debt and equity
securities. Debt securities are carried at amortized cost and equity
securities are carried at fair value.
Investments in Operating Leases
-------------------------------
Vehicle and equipment leases to third parties are originated by dealers
and acquired by TMCC, which assumes ownership of the property. TMCC is
also the lessor on certain property that it acquires directly.
Investments in operating leases are recorded at cost and depreciated,
primarily on a straight-line basis, over the lease term to the
estimated residual value.
Allowance for Credit Losses
---------------------------
Allowances for credit losses are established based primarily on
historical loss experience. Other factors affecting collectibility are
also evaluated in determining the amount to be provided. Upon
repossession of the collateral for a delinquent account, losses are
charged to the allowance for credit losses and the estimated realizable
value of the asset is reclassified to Other Assets. When it has been
determined that the collateral cannot be recovered, losses are charged
to the allowance for credit losses. Recoveries are credited to the
allowance for credit losses.
-27-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Deferred Charges
----------------
Deferred charges consist primarily of underwriters' commissions and
other long-term debt issuance expenses, which are amortized over the
life of the related debt instruments on a straight-line basis.
Insurance Operations
--------------------
Revenues from insurance premiums and from providing coverage under
various contractual agreements are earned over the terms of the
respective policies and agreements in proportion to estimated claims
activity. Certain costs of acquiring new business, consisting of
commissions, premium taxes and other costs, are deferred and amortized
over the terms of the related policies on the same bases as revenues are
earned. The liability for reported losses and the estimate of
unreported losses is recorded in Accounts Payable and Accrued Expenses.
Commission income and fee income are recognized in relation to the
level of services performed.
Interest Rate Exchange Agreements
---------------------------------
TMCC utilizes interest rate exchange agreements and to a lesser extent
corridors and other option-based products in managing its exposure to
interest rate fluctuations. Interest rate exchange agreements are
executed as an integral part of specific debt transactions and on a
portfolio basis. The differential paid or received on such agreements
is recorded as an adjustment to Interest Expense over the term of the
underlying debt. Master netting agreements, with all interest rate
exchange agreement counterparties, also exist allowing the net
difference between counterparties to be exchanged in the event of
default.
Foreign Currency Transactions
-----------------------------
TMCC's senior debt issued in foreign currencies is hedged by
concurrently executed currency exchange agreements which convert these
foreign currency obligations into fixed U.S. dollars. TMCC's foreign
currency debt is translated into U.S. dollars in the financial
statements at the various foreign currency spot rates in effect at the
balance sheet date. The receivables or payables, arising as a result
of the differences between the September 30, 1994 foreign currency spot
rates and the contract rates applicable to the foreign currency
exchange agreements, are classified in Other Receivables or Accounts
Payable and Accrued Expenses, respectively.
-28-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting Policies (Continued)
- ---------------------------------------------------
Income Taxes
------------
Effective October 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement
No. 109"). The adoption of Statement No. 109 changed the method of
accounting for income taxes from a deferred method to a liability
method. This method differs from the previously used method in that
deferred tax assets and liabilities are adjusted to reflect changes in
tax rates and laws in the period such changes are enacted resulting in
adjustments to the current period's income statement. The cumulative
effect of the change in accounting principle was not material to the
Company. In addition, there was no material effect on the current
year's income. Prior years' financial statements have not been
restated.
The Company joins with TMS in filing consolidated federal income tax
returns and combined or consolidated income tax returns in certain
states. Federal income tax is provided on a separate return basis.
For states where a combined or consolidated income tax return is filed,
state income taxes are allocated to the Company by TMS based upon the
Company's apportionment factors and income in those states.
Reclassifications
-----------------
Certain 1993 and 1992 accounts have been reclassified to conform with
the 1994 presentation.
Note 3 - Finance Receivables
- ----------------------------
Finance receivables, net consisted of the following:
<TABLE>
<CAPTION>
September 30,
---------------------
1994 1993
------ ------
(Dollars in Millions)
<S> <C> <C>
Retail............................... $5,805 $5,103
Finance leases....................... 1,734 2,046
Wholesale and other dealer loans..... 1,054 1,025
------ ------
8,593 8,174
Unearned income...................... (716) (874)
Allowance for credit losses.......... (101) (94)
------ ------
Finance receivables, net.......... $7,776 $7,206
====== ======
</TABLE>
-29-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 3 - Finance Receivables (Continued)
- ----------------------------
The contractual maturities of retail receivables and wholesale and other
dealer loans and the future minimum lease payments on finance leases at
September 30, 1994 are summarized as follows:
<TABLE>
<CAPTION>
Due in the Wholesale
Years Ending Finance and Other
September 30, Retail Leases Dealer Loans
------------- ---------- ---------- ------------
(Dollars in Millions)
<S> <C> <C> <C>
1995.................. $2,005 $ 394 $ 831
1996.................. 1,580 303 76
1997.................. 1,225 215 65
1998.................. 719 108 54
1999.................. 266 20 16
Thereafter............ 10 - 12
------ ------ ------
Total.............. $5,805 $1,040 $1,054
====== ====== ======
</TABLE>
Finance leases, net consisted of the following:
<TABLE>
<CAPTION>
September 30,
---------------------
1994 1993
------- -------
(Dollars in Millions)
<S> <C> <C>
Minimum lease payments.................. $1,040 $1,337
Estimated unguaranteed residual values.. 694 709
------ ------
Finance leases....................... 1,734 2,046
Unearned income......................... (302) (388)
Allowance for credit losses............. (21) (22)
------ ------
Finance leases, net.................. $1,411 $1,636
====== ======
</TABLE>
The aggregate balances related to finance receivables 60 or more days
past due totaled $15 million at September 30, 1994 and 1993.
A substantial portion of TMCC's finance receivables is generally paid
prior to maturity. Contractual maturities and future minimum lease
payments as shown above should not be considered as necessarily
indicative of future cash collections. The majority of retail and
finance lease receivables does not involve recourse to the dealer in
the event of customer default.
-30-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Sale of Finance Receivables
- ------------------------------------
In the fourth quarter of fiscal year 1993, the Company sold retail
finance receivables aggregating $521 million, subject to certain
limited recourse provisions. TMCC sold its receivables to TMCRC which
in turn sold them to a trust. TMCC remains as servicer and is paid a
servicing fee. In a subordinated capacity, TMCRC retains excess
servicing cash flows, a limited interest in the trust and certain cash
deposits.
TMCRC's subordinated interests in excess servicing cash flows, limited
interest in the trust, cash deposits and other related amounts are held
as restricted assets which are subject to limited recourse provisions.
These restricted assets are not available to satisfy any obligations of
TMCC. The following is a summary of these amounts included in Other
Receivables:
<TABLE>
<CAPTION>
September 30,
---------------------
1994 1993
---- ----
(Dollars in Millions)
<S> <C> <C>
Excess servicing......................... $13 $31
Other restricted amounts:
Limited interest in trust............. 16 29
Cash deposits......................... 4 3
Allowance for estimated credit
losses on sold receivables............ (2) (2)
--- ---
Total.............................. $31 $61
=== ===
</TABLE>
A gain on the sale of the finance receivables was recognized in fiscal
year 1993. In determining the gain, the book value of the sold
receivable pool was allocated between the portion sold and the portion
retained based on their relative fair values on the date of the sale.
The pretax gain resulting from the sale totaled $12 million after
providing for an allowance for estimated credit losses.
The outstanding balance of the sold receivables which TMCC continues to
service at September 30, 1994 and 1993 totaled $251 million and
$475 million, respectively.
-31-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 5 - Investments in Operating Leases
- -----------------------------------------
Investments in operating leases, net consisted of the following:
<TABLE>
<CAPTION>
September 30,
---------------------
1994 1993
------ ------
(Dollars in Millions)
<S> <C> <C>
Vehicles................................. $7,184 $3,494
Equipment, aircraft and other............ 148 107
------ ------
7,332 3,601
Accumulated depreciation................. (1,054) (524)
Allowance for credit losses.............. (63) (27)
------ ------
Investments in operating leases, net.. $6,215 $3,050
====== ======
</TABLE>
Rental income from operating leases was $1,056 million, $572 million
and $266 million for the years ended September 30, 1994, 1993 and 1992,
respectively. Future minimum rentals on operating leases are due in
installments as follows: years ending September 30, 1995 -
$1,279 million; 1996 - $1,074 million; 1997 - $524 million; 1998 -
$45 million; and 1999 - $2 million. The future minimum rentals as
shown above should not be considered as necessarily indicative of
future cash collections.
Note 6 - Allowance for Credit Losses
- ------------------------------------
An analysis of the allowance for credit losses follows:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1994 1993 1992
---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C>
Allowance for credit losses
at beginning of period......... $121 $107 $ 89
Provision for credit losses....... 78 54 68
Charge-offs, net of recoveries.... (35) (40) (50)
---- ---- ----
Allowance for credit losses
at end of period............... $164 $121 $107
==== ==== ====
</TABLE>
-32-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Allowance for Credit Losses (Continued)
- ------------------------------------
The Financial Accounting Standards Board issued Statement No. 114,
"Accounting by Creditors for Impairment of a Loan" ("Statement No.
114") in May 1993 which was amended by Statement No. 118, "Accounting
by Creditors for Impairment of a Loan - Income Recognition and
Disclosures" ("Statement No. 118") in October 1994. Statement No. 114
requires a creditor to evaluate the collectibility of both contractual
interest and principal of certain impaired receivables when assessing
the need for a loss accrual and to measure loans that are restructured
in a troubled debt restructuring to reflect the time value of money.
Statement No. 114 is not applicable to leases and large groups of
smaller-balance homogeneous loans that are collectively evaluated for
impairment. Statement No. 118 amends Statement No. 114 to allow a
creditor to use existing methods for recognizing interest income on an
impaired loan. Statement No. 118 also amends the disclosure
requirements in Statement No. 114 to require information about the
recorded investment in certain impaired loans and about how a creditor
recognizes interest income related to those impaired loans. Statement
No. 114, as amended by Statement No. 118, applies to financial
statements for fiscal years beginning after December 15, 1994. The
Company plans to adopt Statement No. 114, as amended by Statement No.
118 in the first interim period of fiscal year 1995. The impact of
adoption on the financial position or results of operations is not
expected to be material.
Note 7 - Transactions with Parent
- ---------------------------------
An operating agreement with TMS (the "Operating Agreement") provides
that 100% ownership of TMCC will be retained by TMS as long as TMCC has
any funded debt outstanding. Additionally, TMS will provide necessary
equity contributions or other financial assistance it deems appropriate
to ensure that TMCC maintains a minimum coverage on fixed charges of
1.25 times such charges in any fiscal quarter. Fixed charges are
primarily interest on borrowed funds. To maintain such coverage,
pursuant to the Operating Agreement, TMS from time to time has made
noninterest-bearing advances and income maintenance payments to TMCC.
No such noninterest-bearing advances and income maintenance payments
were made in fiscal years 1994, 1993 and 1992. The coverage provision
of the Operating Agreement is solely for the benefit of the holders of
TMCC's commercial paper. The Operating Agreement does not constitute
a guarantee by TMS of any obligations of TMCC.
-33-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7 - Transactions with Parent (Continued)
- ---------------------------------
In the second quarter of fiscal 1993, the Company began leasing its
headquarters facility from TMS. The amount of rent expense paid to TMS
totaled $3 million and $2 million for the years ended September 30,
1994 and 1993, respectively.
TMS provides certain technical and administrative services and incurs
certain expenses on the Company's behalf and, accordingly, allocates
these charges to the Company. The charges, reimbursed by TMCC to TMS,
totaled $7 million, $6 million and $5 million for the years ended
September 30, 1994, 1993 and 1992, respectively.
TMCC has an arrangement to borrow funds from TMS at rates which
approximate commercial paper rates. For the years ended
September 30, 1994, 1993 and 1992, the highest amounts of borrowings
from TMS outstanding at any one time were $161 million, $117 million
and $360 million, respectively, and the average amounts of borrowings
from TMS were $6 million, $7 million and $56 million, respectively.
Interest charges related to these interest-bearing borrowings from TMS
amounted to $0.3 million, $0.2 million and $2.3 million for the years
ended September 30, 1994, 1993 and 1992, respectively. The Operating
Agreement provides that borrowings from TMS are subordinated to all
other indebtedness of TMCC.
TMIS and TMICV provide certain insurance services, and insurance and
reinsurance coverages, respectively, to TMS. Insurance premiums,
commissions and fees earned during the years ended September 30, 1994,
1993 and 1992 included $7 million, $9 million and $7 million,
respectively, related to these services and coverages.
TMCC provides financing and leasing services related to various
programs sponsored from time to time by TMS for the sale and lease of
Toyota and Lexus vehicles and Toyota industrial equipment. During the
years ended September 30, 1994, 1993 and 1992, TMCC recognized revenue
of $54 million, $25 million and $16 million, respectively, related to
the amounts received from TMS for these programs.
TMCC provides certain leasing and financing services to TMS. For the
years ended September 30, 1994, 1993 and 1992, TMCC recognized revenue
of $3 million, $3 million and $4 million, respectively, related to
these services.
-34-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Notes and Loans Payable
- --------------------------------
Notes and loans payable at September 30, 1994 and 1993, which consisted
of senior debt, were as follows:
<TABLE>
<CAPTION>
September 30,
----------------------
1994 1993
------- ------
(Dollars in Millions)
<S> <C> <C>
Commercial paper, net.................... $ 960 $ 350
------- ------
Other senior debt, due:
1994.................................. - 2,847
1995.................................. 4,010 3,112
1996.................................. 2,405 1,185
1997.................................. 2,014 735
1998.................................. 985 367
1999.................................. 233 -
Thereafter............................ 1,209 202
------- ------
10,856 8,448
Unamortized premium...................... 17 35
------- ------
Other senior debt..................... 10,873 8,483
------- ------
Notes and loans payable............ $11,833 $8,833
======= ======
</TABLE>
The weighted average remaining term of commercial paper was 43 days at
September 30, 1994 and 28 days at September 30, 1993. The weighted
average interest rate on commercial paper was 4.43% and 3.14% at
September 30, 1994 and 1993, respectively.
The weighted average interest rate on other senior debt was 4.84% and
4.92% at September 30, 1994 and 1993, respectively, including the
effects of interest rate exchange agreements. The rates have been
calculated on the basis of rates in effect at September 30, 1994 and
1993, some of which are floating rates that reset daily. Approximately
39% of other senior debt at September 30, 1994 had interest rates,
including the effects of interest rate exchange agreements, that were
fixed for a period of more than one year. The weighted average of
these fixed interest rates was 5.02% at September 30, 1994. The mix of
TMCC's fixed and floating rate debt changes from time to time as a
result of interest rate risk management.
-35-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Notes and Loans Payable (Continued)
- --------------------------------
Included in Notes and Loans Payable at September 30, 1994 were
unsecured notes payable in foreign currencies as follows: 190 billion
in Japanese yen, 1 billion in Canadian dollars, 36 million in European
currency units, 785 million in Swiss francs, 55 million in Dutch
guilders, 110 million in Swedish kronor, 485 billion in Italian lire,
4 billion in French francs, 550 million in German deutsche marks and
125 million in Australian dollars. Concurrent with the issuance of
these unsecured notes, TMCC entered into foreign currency exchange
agreements to convert these foreign currency obligations into fixed
U.S. dollar obligations for $4.9 billion. TMCC's foreign currency debt
is translated into U.S. dollars in the financial statements at the
various foreign currency spot rates in effect at September 30, 1994.
The receivables or payables, arising as a result of the differences
between the September 30, 1994 foreign currency spot rates and the
contract rates applicable to the foreign currency exchange agreements,
are classified in Other Receivables or Accounts Payable and Accrued
Expenses, respectively, and would aggregate to a net receivable
position of $37 million at September 30, 1994.
Note 9 - Fair Value of Financial Instruments
- --------------------------------------------
In accordance with the requirements of Statement of Financial
Accounting Standards No. 107, "Disclosures about Fair Value of
Financial Instruments" ("Statement No. 107"), the Company has provided
the estimated fair value of financial instruments using available market
information at September 30, 1994 and 1993, and the valuation
methodologies as described below. However, considerable judgement was
required in interpreting market data to develop the estimates of fair
value. Accordingly, the estimates presented herein are not necessarily
indicative of the amounts that the Company could realize in a current
market exchange. The use of different market assumptions or valuation
methodologies may have a material effect on the estimated fair value
amounts of such financial instruments.
-36-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value of Financial Instruments (Continued)
- --------------------------------------------
The carrying amounts and estimated fair values of the Company's
financial instruments at September 30, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
September 30,
---------------------------------------------------
1994 1993
------------------------ ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------- ---------- ----------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Balance sheet financial
instruments:
Assets:
Cash and cash equivalents........ $277 $277 $574 $574
Investments in marketable
securities.................... $102 $102 $138 $138
Finance receivables, net......... $6,365 $6,395 $5,570 $5,659
Other receivables................ $39 $40 $70 $71
Receivables from foreign currency
exchange agreements........... $182 $519 $35 $91
Liabilities:
Notes and loans payable.......... $11,833 $12,040 $8,833 $9,074
Payables from foreign currency
exchange agreements........... $145 $241 $226 $317
<CAPTION>
September 30,
---------------------------------------------------
1994 1993
------------------------ ------------------------
Contract or Unrealized Contract or Unrealized
Notional Gains/ Notional Gains/
Amount (Losses) Amount (Losses)
----------- ---------- ----------- ----------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Off-balance sheet financial
instruments:
Inventory lines of credit........ $736 - $640 -
Foreign currency exchange
agreements.................... $4,024 $249 $2,830 $(63)
Interest rate exchange
agreements.................... $8,113 $102 $6,398 $31
Indexed note swap agreements..... $2,407 $(162) $1,431 $60
</TABLE>
The fair value estimates presented herein are based on pertinent
information available to management as of September 30, 1994 and 1993.
Although the Company is not aware of any factors that would
significantly affect the estimated fair value amounts, such amounts
have not been comprehensively reevaluated for purposes of these
financial statements since September 30, 1994 and 1993 and, therefore,
current estimates of fair value may differ significantly from the
amounts presented herein.
-37-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value of Financial Instruments (Continued)
- --------------------------------------------
The methods and assumptions used to estimate the fair value of
financial instruments are summarized as follows:
Cash and Cash Equivalents
-------------------------
The carrying amount of cash and cash equivalents approximates market
value due to the short maturity of these investments.
Investments in Marketable Securities
------------------------------------
The fair value of marketable securities was estimated using quoted
market prices as of September 30, 1994 and 1993.
Finance Receivables
-------------------
The carrying amount of finance receivables, net excludes $1.4 billion
and $1.6 billion of direct finance leases at September 30, 1994 and
1993, respectively. The carrying amount of $1.1 billion and
$1.0 billion of variable rate finance receivables was assumed to
approximate fair value as they repriced at prevailing market rates at
September 30, 1994 and 1993, respectively. The fair value of fixed
rate finance receivables was estimated by discounting expected cash
flows using the rates at which loans of similar credit quality and
maturity would be made as of September 30, 1994 and 1993.
Other Receivables
-----------------
Other receivables are presented excluding the receivables arising from
foreign currency exchange agreements. The fair value of excess
servicing and the limited interest in the trust was estimated by
discounting cash flows using quoted market interest rates as of
September 30, 1994 and 1993. The carrying amount of the remaining
other receivables approximates market value due to the short maturity
of these instruments.
-38-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Fair Value of Financial Instruments (Continued)
- --------------------------------------------
Notes and Loans Payable
-----------------------
The fair value of notes and loans payable was estimated using quoted
market prices where available as of September 30, 1994 and 1993. The
fair value of notes and loans payable where market prices were not
available was estimated by discounting cash flows using the interest
rates at which debt of similar credit quality and maturity would be
made as of September 30, 1994 and 1993. The carrying amount of
commercial paper was assumed to approximate fair value due to the short
maturity of these instruments.
Inventory Lines of Credit
-------------------------
The contractual values of the unused portion of extended inventory
floorplan lines of credit approximates market value since they reprice
at prevailing market rates.
Foreign Currency Exchange Agreements
------------------------------------
The estimated fair value of TMCC's existing foreign currency exchange
agreements was derived by discounting expected cash flows over the
remaining term of the agreements using quoted market exchange rates and
quoted market interest rates as of September 30, 1994 and 1993.
Interest Rate Exchange Agreements
---------------------------------
The estimated fair value of TMCC's existing interest rate exchange
agreements was derived by discounting expected cash flows using quoted
market interest rates as of September 30, 1994 and 1993.
Indexed Note Swap Agreements
----------------------------
The estimated fair value of TMCC's existing indexed note swap
agreements was derived by discounting expected cash flows over the
remaining term of the agreements using market exchange rates and market
interest rates as of September 30, 1994 and 1993.
-39-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Financial Instruments with Off-Balance Sheet Risk
- -----------------------------------------------------------
Inventory Lines of Credit
-------------------------
TMCC has extended inventory floorplan lines of credit to dealers, the
unused portion of which amounted to $736 million and $640 million at
September 30, 1994 and 1993, respectively. Security interests are
acquired in the vehicles and equipment financed, and substantially all
such financings are backed by corporate or individual guarantees from
or on behalf of the participating dealers.
Foreign Currency and Interest Rate Exchange Agreements
------------------------------------------------------
TMCC utilizes a variety of financial instruments to manage its foreign
currency exchange rate risk and interest rate risk. TMCC does not
enter into these instruments for trading purposes.
TMCC utilizes foreign currency exchange agreements and interest rate
exchange agreements to manage exposure to exchange rate fluctuations on
principal and interest payments for borrowings denominated in foreign
currencies. Notes and loans payable issued in foreign currencies are
hedged by concurrently executed foreign currency exchange agreements.
These exchange agreements involve agreements to exchange TMCC's foreign
currency principal obligations for U.S. dollar obligations at agreed-
upon currency exchange rates and to exchange fixed and floating
interest rate obligations. The aggregate notional amounts of foreign
currency exchange agreements at September 30, 1994 and 1993 were
$4.0 billion and $2.8 billion, respectively. In the event that a
counterparty fails to perform, TMCC's exposure is limited to the
currency exchange and interest rate differential. TMCC does not
anticipate nonperformance by any of its counterparties.
TMCC utilizes interest rate exchange agreements and to a lesser extent
corridors and other option-based products in managing its exposure to
interest rate fluctuations. TMCC's interest rate exchange agreements
involve agreements to pay fixed and receive a floating rate, or receive
fixed and pay a floating rate, at specified intervals, calculated on an
agreed-upon notional amount. Interest rate exchange agreements may also
involve basis swap contracts, which are agreements to exchange the
difference between certain floating interest amounts, such as the net
payment based on the commercial paper rate and the London Interbank
Offered Rate ("LIBOR"), calculated on an agreed-upon notional amount.
TMCC also enters into corridor contracts where TMCC is a fixed rate
payor when an underlying floating indice is within a prespecified
range, and a floating rate payor otherwise. The underlying notional
amounts are not exchanged and do not represent exposure to credit loss.
In the event that a counterparty fails to perform, TMCC's exposure is
limited to the interest rate differential. TMCC does not anticipate
nonperformance by any of its counterparties. The aggregate notional
amounts of interest rate exchange agreements outstanding at
-40-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 10 - Financial Instruments with Off-Balance Sheet Risk (Continued)
- -----------------------------------------------------------
Foreign Currency and Interest Rate Exchange Agreements (continued)
------------------------------------------------------
September 30, 1994 and 1993, were $8.1 billion and $6.4 billion,
respectively. At September 30, 1994, TMCC was the fixed rate payor on
$4.8 billion of interest rate exchange agreements, floating rate payor
on $1.4 billion of such agreements, counterparty to $1.4 billion of
basis swap contracts, and counterparty to $0.5 billion of corridor
contracts. Interest rate exchange agreements and other option based
products are executed as an integral part of specific debt transactions
and on a portfolio basis. The differential paid or received on such
agreements is recorded as an adjustment to Interest Expense over the
term of the underlying debt. Master netting agreements, with all
interest rate exchange agreement counterparties, also exist allowing
the net difference between counterparties to be exchanged in the event
of default.
TMCC utilizes indexed note swap agreements in managing its exposure to
indexed notes. Indexed notes are debt instruments whose interest rate
and/or principal redemption amounts are derived from other underlying
instruments. Indexed note swap agreements involve agreements to
receive interest and/or principal amounts associated with the indexed
notes, denominated in either U.S. dollars or a foreign currency, and to
pay fixed or floating rates on fixed U.S. dollar liabilities. In the
event that a counterparty fails to perform, TMCC's exposure is limited
to the difference between the indexed amounts that should have been
received and the amounts that should have been paid. TMCC does not
anticipate nonperformance by any of its counterparties. At
September 30, 1994, TMCC was the counterparty to $2.4 billion of
indexed note swap agreements, of which $0.9 billion was denominated in
foreign currencies and $1.5 billion was denominated in U.S. dollars.
At September 30, 1993, TMCC was the counterparty to $1.4 billion of
indexed note swap agreements, of which $0.2 billion was denominated in
foreign currencies and $1.2 billion was denominated in U.S. dollars.
For all of its derivative financial instruments, TMCC manages
counterparty risk through the use of credit standard guidelines,
counterparty diversification and financial condition monitoring.
-41-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 11 - Pension and Other Benefit Plans
- -----------------------------------------
All full-time employees of the Company are eligible to participate in
the TMS pension plan commencing on the first day of the month following
hire. Benefits payable under this non-contributory defined benefit
pension plan are based upon the employees' years of credited service
and the highest sixty consecutive months' compensation, reduced by a
percentage of social security benefits. For the years ended
September 30, 1994, 1993 and 1992, the Company's pension expense was
$3 million, $3 million and $2 million, respectively. At
September 30, 1994, 1993 and 1992, the accumulated benefit obligation
and plan net assets for employees of the Company were not determined
separately from TMS; however, the plan's net assets available for
benefits exceeded the accumulated benefit obligation. TMS funding
policy is to contribute annually the maximum amount deductible for
federal income tax purposes.
In November 1992, the Financial Accounting Standards Board issued
Statement No. 112, "Employers' Accounting for Postemployment Benefits"
("Statement No. 112"). Statement No. 112 requires accrual, during the
years that the employee renders the necessary service or when it is
probable that a liability has been incurred, of the expected cost of
providing postemployment benefits to former or inactive employees, their
beneficiaries, and covered dependents after employment but before
retirement. The Company's current practice of accounting for these
benefits is on a cash basis. Statement No. 112 is effective for fiscal
years beginning after December 15, 1993. The Company plans to adopt
Statement No. 112 in the first interim period of fiscal year 1995. The
impact of adoption on the financial position or results of operations is
not expected to be material.
-42-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Provision for Income Taxes
- ------------------------------------
The provision for income taxes consisted of the following:
<TABLE>
<CAPTION>
Years ended September 30,
--------------------------
1994 1993 1992
---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C>
Current
Federal........................... $ 6 $ 94 $(38)
State............................. 4 4 2
---- ---- ----
Total current ................. 10 98 (36)
---- ---- ----
Deferred
Federal........................... 86 (9) 97
State............................. 22 8 7
---- ---- ----
Total deferred................. 108 (1) 104
---- ---- ----
Provision for income taxes.. $118 $ 97 $ 68
==== ==== ====
</TABLE>
The deferred income tax liabilities by jurisdictions are as follows:
<TABLE>
<CAPTION>
September 30, 1994
---------------------
(Dollars in Millions)
<S> <C>
Federal........................................ $340
State.......................................... 46
----
Net deferred income tax liability........... $386
====
</TABLE>
-43-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Provision for Income Taxes (Continued)
- ------------------------------------
The Company's deferred tax assets and liabilities consisted of the
following:
<TABLE>
<CAPTION>
September 30, 1994
--------------------
(Dollars in Millions)
<S> <C>
Assets:
Alternative minimum tax....................... $248
Provision for losses.......................... 76
Deferred administrative fees.................. 41
NOL carryforwards............................. 27
Deferred acquisition costs.................... 10
Unearned insurance premiums................... 4
Revenue recognition........................... 3
Other......................................... 2
----
411
Valuation allowance........................... 0
----
Deferred tax assets........................ 411
----
Liabilities:
Lease transactions............................ 740
State taxes................................... 57
----
Deferred tax liabilities................... 797
----
Net deferred income tax liability....... $386
====
</TABLE>
TMCC has state tax net operating loss carryforwards of $423 million
expiring between fiscal years 1995 and 2008.
-44-
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 12 - Provision for Income Taxes (Continued)
- ------------------------------------
A reconciliation between the provision for income taxes computed by
applying the federal statutory tax rate to income before income taxes
and actual income taxes provided is as follows:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1994 1993 1992
---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C>
Provision for income taxes at
federal statutory tax rate......... $103 $88 $60
State and local taxes (net of
federal tax benefit)............... 17 8 6
Other................................. (2) 1 2
---- --- ---
Provision for income taxes......... $118 $97 $68
==== === ===
Effective tax rate.................... 40.24% 38.01% 38.97%
</TABLE>
Note 13 - Lines of Credit/Standby Letters of Credit
- ---------------------------------------------------
To support its commercial paper program, TMCC maintains syndicated bank
credit facilities with certain banks which aggregated $1.5 billion at
September 30, 1994. Interest is charged at certain market rates, at the
option of TMCC. No loans were outstanding under any of these bank
credit facilities.
To facilitate and maintain letters of credit, TMCC maintains
uncommitted, unsecured lines of credit with banks totalling
$300 million. At September 30, 1994, approximately $123 million in
letters of credit had been issued, primarily related to the Company's
insurance operations. The letters of credit for the insurance
companies are used to satisfy requirements of certain insurance
carriers and state insurance regulatory agencies, consistent with
insurance industry practices.
-45-
<PAGE> TOYOTA MOTOR CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 14 - Commitments and Contingent Liabilities
- ------------------------------------------------
At September 30, 1994, the Company was a lessee under lease agreements
for facilities which provide minimum annual rental as follows: years
ending September 30, 1995 - $8 million; 1996 - $7 million; 1997 -
$6 million; 1998 - $5 million; 1999 - $3 million; and thereafter -
$8 million.
TMCC has guaranteed payments of principal and interest on $58 million
principal amount of flexible rate demand pollution control revenue
bonds maturing in 2006, issued in connection with the Kentucky
manufacturing facility of an affiliate.
Various legal actions, governmental proceedings and other claims are
pending or may be instituted or asserted in the future against TMCC and
its subsidiaries with respect to matters arising from the ordinary
course of business. Certain of these actions are or purport to be
class action suits. Two such suits involve collateral protection
practices and are similar to suits which have been filed against other
financial institutions and captive finance companies. Court approval of
a settlement agreement is pending as to both collateral protection
practices suits. At this time, the Company believes any resulting
liability from the above legal actions, proceedings and other claims
will not materially affect the financial position or results of
operations.
Note 15 - Selected Quarterly Financial Data (Unaudited)
- -------------------------------------------------------
<TABLE>
<CAPTION>
Total Depreciation
Financing Interest on Operating Net
Revenues Expense Leases Income
---------- -------- ------------ --------
(Dollars in Millions)
<S> <C> <C> <C> <C>
Year Ended September 30, 1994:
First quarter............... $ 370 $110 $139 $ 46
Second quarter.............. 396 112 159 45
Third quarter............... 446 125 196 39
Fourth quarter.............. 517 139 241 45
------ ---- ---- ----
Total.................... $1,729 $486 $735 $175
====== ==== ==== ====
Year Ended September 30, 1993:
First quarter............... $ 298 $114 $ 76 $ 35
Second quarter.............. 316 111 86 36
Third quarter............... 335 116 101 40
Fourth quarter.............. 346 113 118 47
------ ---- ---- ----
Total.................... $1,295 $454 $381 $158
====== ==== ==== ====
</TABLE>
-46-
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholder
of Toyota Motor Credit Corporation
Our audits of the consolidated financial statements referred to in our report
dated October 31, 1994 appearing on page 21 of this Form 10-K also included
an audit of the Financial Statement Schedules listed in Item 14(a)(2) of this
Form 10-K. In our opinion, these Financial Statement Schedules present
fairly, in all material respects, the information set forth therein when read
in conjunction with the related consolidated financial statements.
/S/ PRICE WATERHOUSE LLP
Los Angeles, California
October 31, 1994
-47-
<PAGE>
<TABLE>
SCHEDULE VII
GUARANTEES OF SECURITIES OF OTHER ISSUERS
<CAPTION>
Column A Column B Column C Column D Column E Column F Column G
-------- -------- -------- -------- -------- -------- --------
Nature of any
default by
issuer of
securities
guaranteed in
principal,
Name of issuer of interest,
securities Amount owned by Amount in sinking fund
guaranteed by Title of issue of person or persons treasury of or redemption
person for which each class of Total amount for which issuer of provisions, or
statement is securities guaranteed and statement is securities Nature of payment of
filed guaranteed outstanding filed guaranteed guarantee dividends
----------------- ----------------- -------------- ----------------- ------------ ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Kentucky Flexible Rate $58,000,000 $0 $0 Guarantee of None
Pollution Demand Pollution principal and applicable
Abatement and Control Revenue interest
Water Resources Bonds
Finance Authority
</TABLE>
-48-
<PAGE>
<TABLE>
SCHEDULE IX
SHORT-TERM BORROWINGS <F1>
<CAPTION>
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Maximum Average Weighted
Weighted amount amount average
Balance average outstanding outstanding interest
Category of aggregate at end interest during the during the rate during
short-term borrowings of period rate period <F2> period <F3> the period
--------------------------------- --------- -------- ----------- ----------- -----------
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Fiscal 1994:
Commercial paper program........ $962 4.43% $1,372 $894 3.84%<F4>
Medium-term notes............... $622 4.77% $850 $691 3.77%<F5>
Fiscal 1993:
Commercial paper program........ $351 3.14% $531 $372 3.19%<F4>
Medium-term notes............... $516 3.02% $536 $392 3.07%<F5>
Fiscal 1992:
Commercial paper program........ $390 3.38% $502 $395 4.21%<F4>
Medium-term notes............... $205 3.35% $602 $353 5.34%<F5>
Commercial paper-other.......... - - $250 $44 4.69%<F5>
<FN>
<F1> The commercial paper program and commercial paper-other are comprised of short-term, unsecured
promissory notes with original maturities ranging from one day to nine months. The balance is shown
gross of unamortized discount. Medium-term notes, shown at face value, have original maturities no
less than nine months.
<F2> The maximum amount outstanding at any month end during the period.
<F3> The average amount outstanding during the period represents the daily average outstanding.
<F4> The weighted average interest rate represents the effective rate based on a 360 day money market
yield.
<F5> The weighted average interest rate represents total actual short-term interest expense divided by the
daily average debt outstanding.
</FN>
</TABLE>
-49-
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There is nothing to report with regard to this item.
-50-
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information regarding the directors and
executive officers of TMCC.
Name Age Position
---- --- --------
Shinji Sakai.............. 57 Director and President, TMCC;
Director and President, TMS;
Director, TMC
Nobu Shigemi.............. 50 Director, Senior Vice President
and Treasurer, TMCC; Group Vice
President, TMS
John McGovern............. 54 Director, Senior Vice President
and Secretary, TMCC; Senior Vice
President and Secretary, TMS
Wolfgang Jahn............. 55 Director, Group Vice President
and General Manager, TMCC;
Group Vice President, TMS
Robert Pitts.............. 46 Director and Assistant Secretary,
TMCC; Group Vice President, TMS
Yale Gieszl............... 52 Director, TMCC; Director and
Executive Vice President, TMS
Takashi Nishiyama......... 51 Director, TMCC; Senior Vice
President and Treasurer, TMS
Hiroshi Okuda............. 61 Director, TMCC; Director, TMS;
Director and Executive Vice
President, TMC
All directors of TMCC are elected annually and hold office until their
successors are elected and qualified. Officers are elected annually and serve
at the pleasure of the Board of Directors.
Mr. Sakai was named Director and President of TMCC in June 1992. He is also a
Director and President of TMS, positions he has held since June 1992. In
September 1988, Mr. Sakai was named a Director of TMC, and from September 1988
to May 1992, he was General Manager of the North American Division of TMC.
Mr. Sakai has been employed with TMC, in various positions, since 1961.
Mr. Shigemi was named Director, Senior Vice President and Treasurer of TMCC
and a Group Vice President of TMS in September 1994. From January 1994 to
August 1994, Mr. Shigemi was General Manager of TMC's Finance Division. From
January 1993 to December 1993, he was the Project General Manager of the
Accounting Division of TMC. From February 1982 to December 1992, he worked
in the Tokyo Secretarial Division having been named a manager in February 1983
and Deputy General Manager in February 1990. Mr. Shigemi has been employed
with TMC, in various positions, since 1968.
-51-
<PAGE>
Mr. McGovern was named Director, Senior Vice President, and Secretary of TMCC
in January 1993. He is also a Senior Vice President and Secretary of TMS,
positions he has held since January 1993. From January 1987 to November 1989,
he was a Vice President and a General Manager of TMS, and from December 1989
to December 1992, he was a Group Vice President of TMS. Mr. McGovern has been
employed with TMS, in various positions, since 1970.
Mr. Jahn was named Director and Group Vice President of TMCC in April 1993.
In December 1994, Mr. Jahn was also named General Manager of TMCC and a Group
Vice President of TMS. From January 1985 to March 1993, he was a Vice
President of TMCC, and from September 1988 to March 1993, he was also the
Assistant Secretary of TMCC. From January 1987 to March 1993, he held the
position of Vice President of TMS. Mr. Jahn has been employed with TMS and
TMCC, in various positions, since 1973.
Mr. Pitts was named Director and Assistant Secretary of TMCC in April 1993.
He is also a Group Vice President of TMS, a position he has held since April
1993. From January 1984 to March 1993, he was an executive with TMCC having
been named General Manager in January 1984 and Vice President in April 1989.
Mr. Pitts has been employed with TMS and TMCC, in various positions, since
1971.
Mr. Gieszl was named Director of TMCC in September 1988. He is also a
Director and Executive Vice President of TMS, positions he has held since
December 1989 and June 1992, respectively. From January 1982 to May 1992, he
was a Senior Vice President of TMS. From October 1982 to May 1992, he held
the position of Senior Vice President of TMCC, and from September 1988 to May
1992, he also held the position of Secretary of TMCC. Mr. Gieszl has been
employed with TMS, in various positions, since 1970.
Mr. Nishiyama was named Director of TMCC in January 1994. He was also named
a Senior Vice President and Treasurer of TMS in January 1994. From February
1989 to December 1993, he was General Manager of the Europe and Africa Project
Division of TMC. From February 1986 to January 1989, he was Executive Vice
President of Salvador Caetano S.A. Portugal. Mr. Nishiyama has been employed
with TMC, in various positions, since 1965.
Mr. Okuda was named Director of TMCC in March 1989 and Director of TMS in
December 1988. He has served on TMC's Board of Directors since July 1982,
named Managing Director in September 1987, Senior Managing Director in
September 1988 and Executive Vice President in September 1992. Mr. Okuda has
been employed with TMC, in various positions, since 1955.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth all compensation awarded to, earned by, or paid
to the Company's principal executive officer and the most highly compensated
executive officers whose salary and bonus for the latest fiscal year exceeded
$100,000, for services rendered in all capacities to the Company for the three
years ended September 30, 1994, 1993 and 1992.
-52-
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation<F1>
-------------------------------------------- All
Other Annual Other
Name and Fiscal Compensation
Principal Position Year Salary ($) Bonus ($) ($)<F2><F3> <$><F2><F4>
- --------------------- ------ ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Wolfgang Jahn 1994 $199,800 $91,300 $7,500
Group Vice President 1993 $123,900 $57,700 $7,000
1992 $57,400 $26,900
Takafumi Murai 1994 $124,900 $26,500 $22,500
Senior Vice President 1993 $126,700 $24,300 $28,600
1992 $129,700 $22,900
<FN>
- ------------
<F1> Mr. Jahn has worked full-time for the Company since April 1993. Mr. Jahn's cash
compensation for the periods prior to April 1993, included in the above table, represents
an allocated amount of his total compensation based on his time spent working for the
Company. Mr. Murai also worked for TMS, and the cash compensation included in the above
table represents an allocated amount of his total compensation based on time spent working
for the Company. Mr. Murai was transferred to TMC in September 1994.
<F2> Under the SEC transition provisions in connection with adoption of the revised rules on
disclosure of executive compensation, no disclosure is required with respect to Other
Annual Compensation and All Other Compensation for fiscal 1992.
<F3> This amount represents a housing allowance.
<F4> The amounts in this column represent the Company's allocated contribution under the TMS
Savings Plan. Mr. Jahn also receive contributions from TMS, no portion of which is
attributable to the Company. Under the TMS Savings Plan, which is open to all eligible
employees, eligible participants may elect, subject to applicable law, to have up to 6% of
their base compensation paid to the plan on a pre-tax basis and the Company will make a
matching contribution equal to two-thirds of the employee's contribution. Participants
are vested 25% each year with respect to the Company's contribution. Participants are
fully vested after four years. Subject to the limitations of the TMS Savings Plan,
employee and Company contributions are invested at the discretion of the employee in
various investment options.
</FN>
</TABLE>
Employee Benefit Plan
All full-time employees of the Company are eligible to participate in the TMS
Pension Plan commencing on the first day of the month following hire.
Benefits payable under this non-contributory defined benefit pension plan are
based upon final average compensation, final average bonus and years of
credited service. Final average compensation is defined as the average of the
participant's base rate of pay, plus overtime, during the highest-paid 60
consecutive months prior to the earlier of termination or normal retirement.
Final average bonus is defined as the highest average of the participant's
fiscal year bonus, and basic seniority-based cash bonus for non-managerial
personnel, over a period of 60 consecutive months prior to the earlier of
termination or normal retirement. A participant generally becomes eligible
for the normal retirement benefit at age 62, and may be eligible for early
retirement benefits starting at age 55.
-53-
<PAGE>
The annual normal retirement benefit, payable monthly, is an amount equal to
the number of years of credited service (up to 25 years) multiplied by the sum
of (i) 2% of the participant's final average compensation less 2% of the
estimated annual Social Security benefit payable to the participant at normal
retirement and (ii) 1% of the participant's final average bonus. The normal
retirement benefit is subject to reduction for certain benefits under any
union-sponsored retirement plan and benefits attributable to employer
contributions under any defined-contribution retirement plan maintained by TMS
and its subsidiaries or any affiliate.
The following pension plan table presents typical annual retirement benefits
under the TMS Pension Plan for various combinations of compensation and years
of credited service for participants who retire at age 62, assuming no final
average bonus and excluding Social Security offset amounts. The amounts are
subject to Federal statutory limitations governing pension calculations and
benefits.
<TABLE>
<CAPTION>
Annual Benefits for
Final Average Years of Credited Service
Annual --------------------------------------
Compensation 15 20 25
------------ -------- -------- --------
<S> <C> <C> <C>
$50,000 $15,000 $20,000 $25,000
$100,000 $30,000 $40,000 $50,000
$150,000 $45,000 $60,000 $75,000
$200,000 $60,000 $80,000 $100,000
$250,000 $75,000 $100,000 $125,000
$300,000 $90,000 $120,000 $150,000
$350,000 $105,000 $140,000 $175,000
$400,000 $120,000 $160,000 $200,000
</TABLE>
Mr. Jahn is a participant in the TMS Pension Plan and has 21 years of credited
service as of September 30, 1994. Based upon years of credited service and
the portion of earnings allocable to the Company, Mr. Jahn would be entitled
to receive approximately $19,000 in annual pension benefit payments at age 62.
Mr. Jahn would also be entitled to receive pension benefits from TMS based
upon services to and compensation by TMS, no portion of which is attributable
to the Company.
Compensation of Directors
No fees are paid to members of the Board of Directors of TMCC for their
services as directors.
Compensation Committee Interlocks and Insider Participation
Members of the Executive Committee of the Board of Directors, which consists
of the directors of the Company other than Mr. Okuda, participate in decisions
regarding the compensation of the executive officers of the Company. Certain
of the members of the Executive Committee are current or former executive
officers of the Company. Certain of the members of the Executive Committee
are also current executive officers and directors of TMS and its affiliates
and participate in compensation decisions for those entities.
-54-
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
As of the date hereof, all of TMCC's capital stock is owned by TMS.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company enters into various transactions with TMS as described below.
Certain of the directors and executive officers of TMCC are also directors and
executive officers of TMS.
To maintain fixed charge coverage at the level specified in the Operating
Agreement, TMS from time to time has made noninterest-bearing advances and
income maintenance payments to TMCC. TMS also provides certain technical and
administrative services and incurs certain expenses on the Company's behalf
and, accordingly, allocates these charges to the Company. The following table
summarizes all such support.
<TABLE>
<CAPTION>
Years Ended September 30,
--------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Total technical and administrative
expenses incurred by Parent............ $ 7 $ 6 $ 5 $ 4 $ 2
Total technical and administrative
expenses reimbursed to Parent........... (7) (6) (5) (4) (2)
Imputed interest on noninterest-bearing
advances from Parent................... - - - - 1
Income maintenance payments from Parent.. - - - - -
--- --- --- --- ---
Parent adjustment........................ $ - $ - $ - $ - $ 1
=== === === === ===
</TABLE>
The Operating Agreement provides that TMCC will establish its own financing
rates and is under no obligation to TMS to finance wholesale obligations from
any dealers or retail obligations of any customers. TMCC may extend, reduce
or cancel credit to dealers and to customers based upon TMCC's own credit
criteria. Pursuant to the Operating Agreement, TMS will arrange for the
repurchase of new Toyota and Lexus vehicles financed at wholesale by TMCC at
the aggregate cost financed in the event of a dealer default.
TMS made equity contributions to TMCC by purchasing at par value all of the
newly issued shares of TMCC's capital stock in the amount of $185 million,
$50 million, $80 million and $75 million for the years ended September 30,
1994, 1993, 1992 and 1990, respectively. TMS made no equity contributions to
TMCC during fiscal 1991.
TMCC has an arrangement to borrow funds from TMS at rates which approximate
the Federal Reserve Board's one-month commercial paper composite rate for
firms whose bonds are rated AA. For the years ended September 30, 1994, 1993,
1992, 1991 and 1990, the highest amounts of borrowings from TMS outstanding at
any one time, including non-interest bearing advances, were $161 million,
$117 million, $360 million, $81 million and $167 million, respectively and the
average amount of borrowings from TMS, including noninterest-bearing advances,
-55-
<PAGE>
were $6 million, $7 million, $56 million, $6 million and $42 million,
respectively. Interest charges related to these interest-bearing borrowings
from TMS for fiscal 1994, 1993, 1992, 1991 and 1990 were $0.3 million,
$0.2 million, $2.3 million, $0.4 million and $3.2 million, respectively. The
Operating Agreement provides that borrowings from TMS are subordinated to all
other indebtedness of TMCC.
In the second quarter of fiscal 1993, the Company began leasing its
headquarters facility from TMS. The amount of rent expense paid to TMS
totaled $3 million and $2 million for the years ended September 30, 1994 and
1993, respectively.
TMIS and TMICV provide certain insurance services, and insurance and
reinsurance coverages, respectively, to TMS. Insurance premiums, commissions
and fees earned during the years ended September 30, 1994, 1993, 1992, 1991
and 1990 included $7 million, $9 million, $7 million, $5 million and
$3 million, respectively, related to these services and coverages.
TMCC provides financing and leasing services related to various programs
sponsored from time to time by TMS for the sale and lease of Toyota and Lexus
vehicles and Toyota industrial equipment. During the years ended
September 30, 1994, 1993, 1992, 1991 and 1990, TMCC recognized revenue of
$54 million, $25 million, $16 million, $7 million and $5 million,
respectively, related to the amounts received from TMS for these programs.
TMCC provides certain leasing and financing services to TMS. For the years
ended September 30, 1994, 1993, 1992, 1991 and 1990, TMCC recognized revenue
of $3 million, $3 million, $4 million, $7 million and $3 million,
respectively, related to these services.
TMCC has guaranteed payments of principal and interest on $58 million
principal amount of flexible rate demand pollution control revenue bonds
maturing in 2006, issued in connection with the Kentucky manufacturing
facility of an affiliate.
The Company joins with TMS in filing consolidated federal income tax returns
and combined or consolidated income tax returns in certain states. See
Item 8, Note 2.
From time to time, the Company enters into various other transactions with
TMS. Management of the Company believes that the terms of such transactions
have been established as if negotiated on an "arms-length" basis, and that all
such transactions are not, in the aggregate, material to either TMS or the
Company.
-56-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1)Financial Statements
Included in Part II, Item 8 of this Form 10-K. See Index to
Financial Statements and Schedules on page 20.
(2)Financial Statement Schedules
Included in Part II, Item 8 of this Form 10-K. See Index to
Financial Statements and Schedules on page 20.
(3)Exhibits
The exhibits listed on the accompanying Exhibit Index, starting on
page 59, are filed as part of, or incorporated by reference into,
this Report.
(b)Reports on Form 8-K
There were no reports on Form 8-K filed by the registrant during the
quarter ended September 30, 1994.
-57-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Torrance,
State of California, on the 22nd day of December, 1994.
TOYOTA MOTOR CREDIT CORPORATION
By /S/ WOLFGANG JAHN
------------------------------
Wolfgang Jahn
Group Vice President and
General Manager
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 22nd day of December, 1994.
Signature Title
--------- -----
Group Vice President and General
Manager and Director
/S/ WOLFGANG JAHN (principal executive officer)
- ------------------------------------
Wolfgang Jahn
Senior Vice President/
Treasurer and Director
/S/ NOBU SHIGEMI (principal financial officer)
- ------------------------------------
Nobu Shigemi
Corporate Manager - Finance
and Administration
/S/ PATRICK BREENE (principal accounting officer)
- ------------------------------------
Patrick Breene
/S/ SHINJI SAKAI Director
- ------------------------------------
Shinji Sakai
/S/ JOHN MCGOVERN Director
- ------------------------------------
John McGovern
/S/ TAKASHI NISHIYAMA Director
- ------------------------------------
Takashi Nishiyama
-58-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- --------
3.1(a) Articles of Incorporation filed with the California
Secretary of State on October 4, 1982. (1)
3.1(b) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
January 24, 1984. (1)
3.1(c) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
January 25, 1985. (1)
3.1(d) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
September 6, 1985. (1)
3.1(e) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
February 28, 1986. (1)
3.1(f) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
December 3, 1986. (1)
3.1(g) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
March 9, 1987. (1)
3.1(h) Certificate of Amendment of Articles of Incorporation
filed with the California Secretary of State on
December 20, 1989. (2)
3.2 Bylaws as amended through January 16, 1993. (11)
4.2 Issuing and Paying Agency Agreement dated August 1,
1990 between TMCC and Bankers Trust Company. (3)
4.3(a) Indenture dated as of August 1, 1991 between TMCC and
The Chase Manhattan Bank, N.A. (4)
- -----------------
(1) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Registration Statement on Form S-1, File No. 33-22440.
(2) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1989.
(3) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1990.
(4) Incorporated herein by reference to Exhibit 4.1(a), filed with TMCC's
Registration Statement on Form S-3, File No. 33-52359.
(11) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1993.
-59-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
4.3(b) First Supplemental Indenture dated as of
October 1, 1991 among TMCC, Bankers Trust Company
and The Chase Manhattan Bank, N.A. (5)
4.4 Amended and Restated Agency Agreement dated as of Filed
July 28, 1994, among TMCC, The Chase Manhattan Bank, Herewith
N.A. and Chase Manhattan Bank Luxembourg S.A.
4.5 TMCC has outstanding certain long-term debt as
set forth in Note 8 of the Notes to Consolidated Financial
Statements. Not filed herein as an exhibit, pursuant to
Item 601(b) (4)-(iii)(A) of Regulation S-K under the
Securities Act of 1933, is any instrument which defines
the rights of holders of such long-term debt where the
total amount of securities authorized thereunder does
not exceed 10% of the total assets of TMCC and its
subsidiaries on a consolidated basis. TMCC agrees to
furnish copies of all such instruments to the Securities
and Exchange Commission upon request.
10.1 Operating Agreement dated January 16, 1984 between
TMCC and TMS. (1)
10.2 Financial Service Agreement dated December 21, 1984
between TMCC and World Omni Financial Corporation,
as amended June 6, 1988. (1)
10.2(a) Addendum to Financial Services Agreement dated
January 1, 1991, between TMCC and World Omni Financial
Corporation. (6)
10.2(b) Amendment to Financial Services Agreement dated
March 1, 1992, between TMCC and World Omni Financial
Corporation. (7)
10.2(c) Amendment to Financial Services Agreement dated Filed
March 1, 1994, between TMCC and World Omni Financial Herewith
Corporation
- -----------------
(1) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Registration Statement on Form S-1, File No. 33-22440.
(5) Incorporated herein by reference to Exhibit 4.1 filed with TMCC's
Current Report on Form 8-K dated October 16, 1991.
(6) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1991.
(7) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Report on Form 10-K for the year ended September 30, 1992.
-60-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
10.4 TMS Pension Plan 1987 Restatement. (1)
10.5 TMS Savings Plan 1987 Restatement. (1)
10.6 Form of Indemnification Agreement between TMCC and
its directors and officers. (1)
10.7 Form of Pooling and Servicing Agreement among Toyota
Motor Credit Receivables Corporation, as Seller,
Toyota Motor Credit Corporation as Servicer, and
the Chase Manhattan Bank N.A. as Trustee (including
forms of Class A and Class B Certificates). (8)
10.8 Form of Standard Terms and Conditions of Pooling and
Servicing Agreement. (9)
10.9 Form of Receivables Purchase Agreement. (10)
10.10 Three-year Credit Agreement (the "Three-year Agreement") Filed
dated as of September 29, 1994 among TMCC, Morgan Herewith
Guaranty Trust Company of New York, as agent, and
Bank of America National Trust and Savings Association,
The Bank of Tokyo, Ltd., The Chase Manhattan Bank, N.A.,
Citicorp USA, Inc. and Credit Suisse, as Co-Agents.
Not filed herein as an exhibit, pursuant to Instruction 2
to Item 601 of Regulation S-K under the Securities Act of
1933, is the 364-day Credit Agreement (the "364-day
Agreement") among TMCC and the banks who are party to the
Three-year Agreement. Filed herewith is a
Schedule identifying the 364-day Agreement and setting
forth the material details in which the 364-day
Agreement differs from the Three-year Agreement. TMCC
agrees to furnish a copy of the 364-day Agreement to
the Securities and Exchange Commission upon request.
- ----------------
(1) Incorporated herein by reference to the same numbered Exhibit filed
with TMCC's Registration Statement on Form S-1, File No. 33-22440.
(8) Incorporated herein by reference to Exhibit 4.1 filed with Toyota Auto
Receivables 1993-A Grantor Trust's Registration Statement on Form S-1,
File No. 33-65348.
(9) Incorporated herein by reference to Exhibit 4.2 filed with Toyota Auto
Receivables 1993-A Grantor Trust's Registration Statement on Form S-1,
File No. 33-65348.
(10) Incorporated herein by reference to Exhibit 10.1 filed with Toyota
Auto Receivables 1993-A Grantor Trust's Registration Statement on Form
S-1, File No. 33-65348.
-61-
<PAGE>
EXHIBIT INDEX
Method
Exhibit of
Number Description Filing
- ------- ----------- ------
12.1 Calculation of ratio of earnings to fixed charges. Filed
Herewith
12.2 Calculation of ratio of earnings to fixed charges Filed
excluding parent adjustment. Herewith
21.1 TMCC's list of subsidiaries. Filed
Herewith
23.1 Consent of Independent Accountants Filed
Herewith
27.1 Financial Data Schedule Filed
Herewith
-62-
<PAGE>
EXHIBIT 4.4
Dated as of July 28, 1994
-------------------------
TOYOTA MOTOR CREDIT CORPORATION
as Issuer
-and-
The Chase Manhattan Bank, N.A.
as Agent
-and-
Chase Manhattan Bank Luxembourg S.A.
as Paying Agent
-------------------------------------
AMENDED AND RESTATED AGENCY AGREEMENT
in respect of a
EURO MEDIUM-TERM NOTE PROGRAM
-----------------------------
<PAGE>
TABLE OF CONTENTS
-----------------
Clause Page
- ------ ----
1. Definitions and interpretation.................................. 2
2. Appointment of Agent and Paying Agents.......................... 7
3. Issue of Temporary Global Notes................................. 8
4. Issue of Permanent Global Notes................................. 9
5. Issue of Definitive Notes....................................... 10
6. Exchanges....................................................... 10
7. Terms of Issue.................................................. 11
8. Payments........................................................ 13
9. Determinations and notifications in respect of Note............. 14
10. Notice of any withholding or deduction.......................... 16
11. Duties of the Agent in connection with early
redemption.................................................... 16
12. Publication of notices.......................................... 17
13. Cancellation of Notes, Receipts, Coupons and Talons............. 17
14. Issue of replacement Notes, Receipts, Coupons and
Talon......................................................... 19
15. Copies of this Agreement and each Pricing
Supplement available for inspection........................... 20
16. Commissions and expenses........................................ 20
17. Indemnity....................................................... 21
18. Repayment by the Agent.......................................... 21
19. Conditions of appointment....................................... 22
20. Communication between the parties............................... 23
21. Changes in Agent and Paying Agents.............................. 23
22. Merger and consolidation........................................ 26
23. Notifications................................................... 26
24. Change of specified office...................................... 26
25. Notices......................................................... 26
26. Taxes and stamp duties.......................................... 27
27. Currency indemnity.............................................. 27
28. Amendments; Meetings of Holders................................. 28
29. Calculation Agency Agreement.................................... 30
30. Descriptive headings............................................ 30
31. Governing law................................................... 30
32. Counterparts.................................................... 31
i
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Appendices
- ----------
APPENDIX A
Terms and Conditions.................................................. A-1
APPENDIX B
Forms of Global and Definitive Notes, Coupons, Receipts
and Talons............................................................ B-1
APPENDIX C
Form of Calculation Agency Agreement.................................. C-1
APPENDIX D
Form of Operating & Administrative Procedures Memorandum.............. D-1
APPENDIX E
Form of the Notes..................................................... E-1
ii
<PAGE>
AMENDED AND RESTATED AGENCY AGREEMENT
in respect of a
EURO MEDIUM-TERM NOTE Program
-----------------------------
THIS AMENDED AND RESTATED AGENCY AGREEMENT (the "Agreement") is made as of
July 28, 1994 BETWEEN:
(1) Toyota Motor Credit Corporation of Torrance, California, U.S.A. (the
"Company");
(2) The Chase Manhattan Bank, N.A. of London, England (the "Agent", which
expression shall include any successor agent appointed in accordance
with Clause 21); and
(3) Chase Manhattan Bank Luxembourg S.A. of 5 Rue Plaetis, L-2338 Luxembourg
(together with the Agent, the "Paying Agents", which expression shall
include any additional or successor paying agent appointed in accordance
with Clause 21 and "Paying Agent" shall mean any of the Paying Agents).
WHEREAS:-
(A) The Company has entered into a Program Agreement dated October 30, 1992
as amended by Amendment No. 1 dated as of July 26, 1993 and as amended
and restated as of July 28, 1994 (the "Program Agreement") with Banque
Paribas (formerly Paribas Limited) CS First Boston Limited (formerly,
Credit Suisse First Boston Limited), J.P. Morgan Securities Ltd., Lehman
Brothers International (Europe), Merrill Lynch International Limited,
Merrill Lynch Finance S.A., Nomura International plc, Swiss Bank
Corporation and UBS Limited (formerly, UBS Phillips & Drew Securities
Limited) (the "Dealers") pursuant to which the Company may issue notes
(the "Notes") in an aggregate principal amount of up to U.S.
$6,500,000,000 (or its equivalent in other currencies or currency units)
outstanding at any time.
(B) The Company has entered into an Agency Agreement dated October 30, 1992
with the Agent and the Paying Agent, as amended by Amendment No. 1 dated
as of July 26, 1993 (the "Amended Agency Agreement").
(C) As permitted by Clause 28 of the Amended Agency Agreement, the parties
desire to further amend and restate in its entirety the Amended Agency
Agreement by this Agreement without the consent of the Holder of any
Note, Receipt or Coupons for the purpose of, among other things,
facilitating the issuance of Notes denominated in, or linked, directly
or indirectly, to French Francs.
(D) The Notes will be issued subject to, and with the benefit of, this
Agreement.
<PAGE>
NOW, THEREFORE, IT IS HEREBY AGREED that the Amended Agency Agreement is
hereby amended and restated in its entirety to read as follows:-
1. Definitions and interpretation
------------------------------
(1) the following expressions shall have the following meanings:
"BALO" means the Bulletin des Annonces Legales Obligatoires;
"CBV" means the Conseil des Bourses de Valeurs;
"CEDEL" means Cedel S.A.;
"COB" means the Commission des Operations de Bourse;
"CONDITIONS" means, in respect of any Series of Notes, the terms and
conditions of the Notes of such Series, such terms and conditions being
in the form or substantially in the form set out in Appendix A hereto or
in such other form, having regard to the terms of the relevant Series,
as may be agreed between the Company, the Agent and the relevant
Purchaser or Purchasers as from time to time;
"DEALER" means Banque Paribas, CS First Boston Limited, J.P. Morgan
Securities Ltd., Lehman Brothers International (Europe), Merrill Lynch
International Limited, Merrill Lynch Finance S.A., Nomura International
plc, Swiss Bank Corporation and UBS Limited and any other entities
appointed as dealers from time to time pursuant to the Program
Agreement;
"DEFINITIVE NOTE" means a Note in definitive form substantially in the
form set out in Part 3 of Appendix B hereto (or in such other form as
may be agreed between the Company, the Agent and the relevant Purchaser
or Purchasers) issued or to be issued by the Company pursuant to this
Agreement in exchange for the whole or part of a Permanent Global Note;
"DUAL CURRENCY NOTES" means Notes in respect of which principal and/or
interest is payable in one or more Specified Currencies other than the
Specified Currency in which they are denominated.
"ECU SETTLEMENT DAY" means any day that (a) is not either (i) a Saturday
or Sunday or (ii) a day which appears as an ECU Non-Settlement Day on
the display designated as page "ISDE" on the Reuter Monitor Money Rates
Service (or a day so designated by the ECU Banking Association, if ECU
Non-Settlement Days do not appear on that page) and, if ECU Non-
Settlement Days do not appear on that page (and are not so designated),
a day on which payments in the European Currency Unit cannot be settled
in the international interbank market and (b) is a day on which payments
in the European
2
<PAGE>
Currency Unit can be settled by commercial banks and in foreign exchange
markets in the place in which the relevant account for payment is
located.
"EUROCLEAR" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System;
"FRENCH FRANC" means the lawful currency for the time being of the
Republic of France.
"FRENCH FRANC NOTE" means a Note denominated in French Francs or
denominated in another currency or currencies but linked directly or
indirectly to French Francs.
"FSA" means the Financial Services Act 1986;
"GLOBAL NOTE" means a Temporary Global Note or a Permanent Global Note;
"ISSUE DATE" means, in respect of any Note, the date of issue and
purchase of such Note pursuant to Clause 2, being in the case of any
Note in the form of a Definitive Note, the same date as the date of
issue of the Global Note which initially represented such Note;
"LISTING PARTICULARS" means any listing particulars with regard to the
issue by the Company of Notes (other than unlisted Notes) approved under
the Listing Rules by the Council of the London Stock Exchange (or such
other body to which its functions have been transferred under section
157 of the FSA) in accordance with the provisions of section 144 of the
FSA (including any supplementary listing particulars published in
accordance with the provisions of this Agreement or otherwise);
"LISTING AGENT" means Merrill Lynch International Limited of Ropemaker
Place, 25 Ropemaker Street, London EC2Y 9LY (in the case of Notes listed
on the London Stock Exchange) or Merrill Lynch Finance S.A. of 96,
avenue d'lena, 75016, Paris, France (in the case of Notes listed on the
Paris Bourse) or such other listing agent as the Company may from time
to time appoint for the purposes of liaising with any Stock Exchange;
"LISTING RULES" means:
a. in the case of Notes which are, or are to be, listed on the London
Stock Exchange, the listing rules made by the London Stock
Exchange (or such other body to which
3
<PAGE>
its functions have been transferred under section 157 of the FSA)
under section 142 of the FSA; and
b. in case of Notes which are, or are to be, listed on the Paris
Bourse, the listing requirements made by the COB and the CBV.
c. in the case of Notes which are, or are to be, listed on a Stock
Exchange other than the London Stock Exchange, the listing rules
and regulations for the time being in force for such Stock
Exchange;
"LONDON STOCK EXCHANGE" means The International Stock Exchange of the
United Kingdom and the Republic of Ireland Limited;
"NOTE" means any note issued or to be issued by the Company pursuant to
the Program Agreement, which Note may be represented by a Global Note or
a Definitive Note;
"NOTEHOLDERS" means the several persons who are for the time being
holders of outstanding Notes save that for so long as any of the Notes
are represented by a Global Note, each person who is for the time being
shown in the records of Euroclear and/or Cedel as the holder of a
particular principal amount of such Notes (other than Cedel if Cedel
shall be an account holder of Euroclear and other than Euroclear if
Euroclear shall be an account holder of Cedel) (in which regard any
certificate or other document issued by Euroclear and/or Cedel as to the
principal amount of such Notes standing to the account of any person
shall be conclusive and binding for all purposes save in the case of
manifest error) shall be treated by the Company, the Agent and any other
Paying Agent as a holder of such principal amount of such Notes for all
purposes other than for the payment of principal and interest on such
Notes, the right to which shall be vested, as against the Company, the
Agent and any other Paying Agent, solely in the bearer of the Global
Note in accordance with and subject to its terms (and the expressions
"Noteholder", "holder of Notes" and related expressions shall be
construed accordingly);
"OFFERING CIRCULAR" means the Offering Circular relating to the Program
as revised, supplemented, amended or updated, including in relation to
each Series of Notes, the Pricing Supplement relating to such Series and
such other documents as are from time to time incorporated therein by
reference;
"OUTSTANDING" means, in relation to the Notes, all the Notes issued
other than (a) those which have been redeemed in full in accordance with
this Agreement or the Conditions, (b) those in respect of which the date
for redemption in accordance with the Conditions has occurred and the
4
<PAGE>
redemption moneys wherefor (including all interest (if any) accrued
thereon to the date for such redemption and any interest (if any)
payable under the Conditions after such date) have been duly paid to the
Agent as provided herein (and, where appropriate, notice has been given
to the Noteholders in accordance with Condition 16) and remain available
for payment against presentation of Notes, (c) those which have become
void under Condition 15, (d) those which have been purchased and
cancelled as provided in Condition 5, (e) those mutilated or defaced
Notes which have been surrendered in exchange for replacement Notes
pursuant to Condition 14, (f) (for the purposes only of determining how
many Notes are outstanding and without prejudice to their status for any
other purpose) those Notes alleged to have been lost, stolen or
destroyed and in respect of which replacement Notes have been issued
pursuant to Condition 14 and (g) Temporary Global Notes to the extent
that they shall have been duly exchanged in whole for Permanent Global
Notes or Definitive Notes and Permanent Global Notes to the extent that
they shall have been duly exchanged in whole for Definitive Notes, in
each case pursuant to their respective provisions;
"PERMANENT GLOBAL NOTE" means a Global Note substantially in the form
set out in Part 2 of Appendix B hereto (or in such other form as may be
agreed between the Company, the Agent and the relevant Purchaser or
Purchasers) comprising Notes issued or to be issued by the Company in
exchange for the whole or part of a Temporary Global Note issued in
respect of the Notes of the same Series;
"PRICING SUPPLEMENT" means the pricing supplement issued in relation to
each Series of Notes (substantially in the form of Annex D to the
Procedures Memorandum) as a supplement to the Offering Circular and
giving details of that Tranche;
"PROGRAM" means the Euro Medium-Term Note Program established by the
Program Agreement;
"PROGRAM AGREEMENT" means the Amended and Restated Program Agreement of
even date herewith between the Company and the
Dealers concerning the purchase of Notes to be issued by the Company and
includes any subsequent amendment or supplement thereto;
"PURCHASER" means a Dealer or any third party other than a dealer (as
defined in Section 2(12) of the United States Securities Act of 1933),
who agrees to purchase Notes pursuant to the Program Agreement and
references to a relevant Purchaser or Purchasers mean in relation to any
Note, the Purchaser or Purchasers to whom the Company has agreed to
issue and sell such Note;
5
<PAGE>
"SERIES" means all Notes which are denominated in the same currency and
which have the same Maturity Date or Redemption Month (as the case may
be) and Interest/Payment Basis and interest payment dates (if any) (all
as indicated in the applicable Pricing Supplement) and the terms of
which (except for the Issue Date or Interest Commencement Date (as the
case may be) and/or the Issue Price (all as indicated as aforesaid)) are
otherwise identical (including whether or not the Notes are listed); and
the expressions "Notes of the relevant Series" and "holders of Notes of
the relevant Series" and related expressions shall be construed
accordingly;
"SICOVAM" means "Societe Interprofessionelle pour la Compensation des
Valeurs Mobilieres and the Intermediaries financiers habilites
authorized to maintain accounts therein.
"SPECIFIED CURRENCY" means the currency (which expression shall include
European Currency Units ("ECUs")) in which Notes are denominated and, in
the case of Dual Currency Notes, the currency or currencies in which
payment in respect of the Notes is to be made;
"STOCK EXCHANGE" means the London Stock Exchange, the Paris Bourse or
any other or further stock exchange(s) on which any Notes may from time
to time be listed and reference in this Agreement to the "relevant Stock
Exchange" shall, in relation to any Notes, be references to the Stock
Exchange on which such Notes are from time to time, or will be, listed;
"TEMPORARY GLOBAL NOTE" means a Global Note substantially in the form
set out in Part 1 of Appendix B hereto (or in such other form as may be
agreed between the Company, the Agent and the relevant Purchaser or
Purchasers) comprising Notes issued or to be issued by the Company
pursuant to the Program Agreement and issued in respect of the Notes of
the same Series;
"TRANCHE" means all Notes of the same Series with the same Issue Date;
and
"U.S.$" and "U.S. DOLLARS" means the lawful currency for the time being
of the United States.
(2) Terms and expressions (including the definitions of currencies or
composite currencies) defined in the Conditions or Appendix E or used in
the applicable Pricing Supplement shall have the same meanings in this
Agreement, except where the context requires otherwise.
6
<PAGE>
(3) Any references to Notes shall, unless the context otherwise requires,
include any Temporary Global Notes, Permanent Global Notes and
Definitive Notes.
2. Appointment of Agent and Paying Agents
--------------------------------------
(1) The Agent is hereby appointed as agent of the Company, to act as issuing
and principal paying agent, upon the terms and subject to the conditions
set out below, for the purposes of, inter alia:
(a) completing, authenticating and issuing Notes;
(b) exchanging Temporary Global Notes for Permanent Global Notes or
Definitive Notes and in the case where Temporary Global Notes are
initially exchanged for Permanent Global Notes, exchanging
Permanent Global Notes for Definitive Notes in accordance with the
terms of such Global Notes;
(c) paying sums due on Global Notes and Definitive Notes, Receipts and
Coupons;
(d) determining the interest and/or other amounts payable in respect
of the Notes in accordance with the Conditions;
(e) arranging on behalf of the Company for notices to be communicated
to the Noteholders and the relevant Stock Exchanges;
(f) ensuring that all necessary action is taken to comply with the
periodic reporting and notification requirements of the Bank of
England, the German Central Bank (including the monthly
notification as to the amounts, issue dates and other terms of
each Tranche of DM-denominated Notes issued by the Company during
such month), the Ministry of Finance of Japan (including any
monthly reports as to the amounts, issue dates and other terms of
each Tranche of Yen-denominated Notes) and other applicable
Japanese authorities, the Director du Tresor of France or any
other competent authority of any relevant currency with respect to
the Notes to be issued under the Program;
(g) receiving notice from Euroclear and/or Cedel relating to the
certificates of non-U.S. beneficial ownership of the Notes;
(h) performing all other obligations and duties imposed upon it by the
Conditions and this Agreement.
7
<PAGE>
(2) Each Paying Agent is hereby appointed as paying agent of the Company,
upon the terms and subject to the conditions set out below, for the
purposes of paying sums due on Notes, Receipts and Coupons.
3. Issue of Temporary Global Notes
-------------------------------
(1) Subject to subclause (2), following receipt of confirmation (the
"Confirmation") from the Company in respect of an issue of Notes in
accordance with the provisions of the Procedures Memorandum set out in
Appendix D hereto (as from time to time varied, with the prior approval
of the Agent, by the Company and the relevant Purchaser or Purchasers of
the Notes of such issue) the Agent will take the steps required of the
Agent in the Procedures Memorandum. For this purpose the Agent is
authorized on behalf of the Company:
(a) to prepare a Temporary Global Note or Temporary Global Notes
containing the relevant Conditions and to complete, in accordance
with such Confirmation, the necessary details on such Temporary
Global Note(s);
(b) to authenticate such Temporary Global Note(s); and
(c) to deliver such Temporary Global Note(s) to the specified common
depositary of Euroclear and Cedel in accordance with the
Confirmation against receipt from the common depositary of
confirmation that such common depositary is holding the Temporary
Global Note(s) in safe custody for the account of Euroclear and/or
Cedel in accordance with the terms of the relevant Letters of
Undertaking and to instruct Euroclear or Cedel or both of them (as
the case may be) to credit the Notes represented by such Temporary
Global Note(s), unless otherwise agreed in writing between the
Agent and the Company, to the Agent's distribution account (or in
the case of a syndicated bond issue, the lead manager's account).
For the purposes of this Clause 3 the term "Letters of Undertaking"
means the letters of undertaking dated October 30, 1992 from Euroclear
and Cedel to the Company or such other letters of undertaking that may
be substituted therefor with the Company's prior consent.
(2) The Agent shall only be required to perform its obligations under
subclause (1) if it holds a master Temporary Global Note duly executed
by a person or persons authorized to execute the same on behalf of the
Company, which may be used by the Agent for the purpose of preparing
Temporary Global Note(s) in accordance with paragraph (a) of that
subclause.
8
<PAGE>
(3) The Agent shall provide Euroclear and/or Cedel with the notifications,
instructions or other information to be given by the Agent to Euroclear
and/or Cedel in accordance with, and at the times provided in, the
Letters of Undertaking.
4. Issue of Permanent Global Notes
-------------------------------
(1) Subject to subclause (2), upon the occurrence of any event which
pursuant to the terms of a Temporary Global Note requires the issue of a
Permanent Global Note or Definitive Notes, the Agent shall issue a
Permanent Global Note or Definitive Notes, as the case may be, in
accordance with the terms of the Temporary Global Note. For this
purpose the Agent is authorized on behalf of the Company:
(a) to prepare a Permanent Global Note containing the relevant
Conditions and to complete, in accordance with the terms of the
Temporary Global Note, the necessary details on such Permanent
Global Note and attach a copy of the applicable Pricing Supplement
to such Permanent Global Note;
(b) to authenticate such Permanent Global Note; and
(c) to deliver such Permanent Global Note to the specified common
depositary that is holding the Temporary Global Note for the time
being on behalf of Euroclear and/or Cedel in exchange for such
Temporary Global Note or, in the case of a partial exchange, after
noting the details of such exchange in the appropriate spaces on
both the Temporary Global Note and the Permanent Global Note, and
in either case against receipt from the common depositary of
confirmation that such common depositary is holding the Permanent
Global Note in safe custody for the account of Euroclear and/or
Cedel inaccordance with the terms of the relevant Letters of
Undertaking.
For the purposes of this Clause 4 the term "Letters of Undertaking"
means the letters of undertaking dated October 30, 1992 from Euroclear
and Cedel to the Company or such other letters of undertaking that may
be substituted therefor with the Company's prior consent.
(2) The Agent shall only be required to perform its obligations under
subclause (1) if it holds a master Permanent Global Note duly executed
by a person or persons authorized to execute the same on behalf of the
Company, which may be used by the Agent for the purpose of preparing
Permanent Global Notes(s) in accordance with paragraph (a) of that
subclause.
9
<PAGE>
(3) The Agent shall provide Euroclear and/or Cedel with the notifications,
instructions or other information to be given by the Agent to Euroclear
and/or Cedel in accordance with, and at the times provided in, the
Letters of Undertaking.
5. Issue of Definitive Notes
-------------------------
(1) Upon notice from Euroclear or Cedel pursuant to the terms of a Temporary
Global Note or Permanent Global Note, as the case may be, requiring the
issue of one or more Definitive Note(s), the Agent shall deliver the
relevant Definitive Note(s) in accordance with the terms of the relevant
Global Note. For this purpose the Agent is hereby authorized on behalf
of the Company:
(a) to authenticate or arrange for authentication on its behalf (if so
instructed by the Company) such Definitive Note(s); and
(b) to deliver such Definitive Note(s) to or to the order of Euroclear
and/or Cedel either in exchange for such Global Note or, in the
case of a partial exchange, on entering details of any partial
exchange of the Global Note in the relevant space in Schedule Two
of such Global Note; provided that the Agent shall only permit a
partial exchange of Notes represented by a Permanent Global Note
for Definitive Notes if the Notes which continue to be represented
by such Permanent Global Note are regarded as fungible by
Euroclear and/or Cedel with the Definitive Notes issued in partial
exchange therefor.
The Agent shall notify the Company forthwith upon receipt of a request
for issue of (a) Definitive Note(s) in accordance with the provisions of
a Global Note (and the aggregate principal amount of such Temporary
Global Note or Permanent Global Note, as the case may be, to be
exchanged in connection therewith).
(2) The Company undertakes to deliver to the Agent, pursuant to a request
for the issue of Definitive Notes under the terms of the relevant Global
Note, sufficient numbers of executed Definitive Notes to enable the
Agent to comply with its obligations under this Clause 5.
6. Exchanges
---------
Upon any exchange of all or a portion of an interest in a Temporary
Global Note for an interest in a Permanent Global Note or for Definitive
Notes or upon any exchange of all or a portion of an interest in a
Permanent Global Note for
10
<PAGE>
Definitive Notes, the Global Note shall be endorsed to reflect the
reduction of its principal amount by the aggregate principal amount so
exchanged. Until exchanged in full, the holder of an interest in any
Global Note shall in all respects be entitled to the same benefits as
the holder of Notes, Receipts and Coupons authenticated and delivered
hereunder, subject as set out in the Conditions. The Agent is hereby
authorized on behalf of the Company (i) to endorse or to arrange for the
endorsement of the relevant Global Note to reflect the reduction in the
principal amount represented thereby by the amount so exchanged and, if
appropriate, to endorse the Permanent Global Note to reflect any
increase in the principal amount represented thereby, and in either
case, to sign in the relevant space on the relevant Global Note
recording such exchange or increase and (ii) in the case of a total
exchange, to cancel or arrange for the cancellation of the relevant
Global Note.
7. Terms of Issue
--------------
(1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes
and Definitive Notes delivered to and held by it under this Agreement to
be maintained in safe custody and shall ensure that such Notes are
issued only in accordance with the provisions of this Agreement and the
relevant Global Note and Conditions.
(2) Subject to the procedures set out in the Procedures Memorandum, for the
purposes of subclause (1) the Agent is entitled to treat a telephone,
telex or facsimile communication from a person purporting to be (and who
the Agent, after making reasonable investigation, believes in good faith
to be) the authorized representative of the Company named in the list
referred to in, or notified pursuant to, Clause 19(7) as sufficient
instructions and authority of the Company for the Agent to act in
accordance with subclause (1).
(3) In the event that a person who has signed on behalf of the Company a
master Temporary Global Note, a master Permanent Global Note or
Definitive Notes not yet issued but held by the Agent in accordance with
Clause 5(2) ceases to be authorized as described in Clause 19(7), the
Agent shall (unless the Company gives notice to the Agent that Notes
signed by that person do not constitute valid and binding obligations of
the Company or otherwise until replacements have been provided to the
Agent) continue to have authority to issue any such Notes, and the
Company hereby warrants to the Agent that such Notes shall, unless
notified as aforesaid, be valid and binding obligations of the Company.
Promptly upon such person ceasing to be authorized, the Company shall
provide the Agent with replacement master
11
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Temporary Global Notes, master Permanent Global Notes and Definitive
Notes and the Agent shall cancel and destroy the master Temporary Global
Notes, master Permanent Global Notes and Definitive Notes held by it
which are signed by such person and shall provide to the Company a
confirmation of destruction in respect thereof specifying the Notes so
cancelled and destroyed.
(4) Unless otherwise agreed in writing between the Company and the Agent,
each Note credited to the Agent's distribution account with Euroclear or
Cedel following the delivery of a Temporary Global Note or Permanent
Global Note to a common depositary pursuant to Clause 3(1)(c) or
4(1)(c), respectively, shall be held to the order of the Company. The
Agent shall procure that the principal amount of Notes which the
relevant Purchaser has agreed to purchase is:
(a) debited from the Agent's distribution account; and
(b) credited to the securities account of such Purchaser with
Euroclear or Cedel (as specified in the Confirmation),
in each case only upon receipt by the Agent on behalf of the Company of
the purchase price due from the relevant Purchaser in respect of such
Notes.
(5) If on the relevant Issue Date a Purchaser does not pay the full purchase
price due from it in respect of any Note (the "Defaulted Note") and, as
a result, the Defaulted Note remains in the Agent's distribution account
with Euroclear and/or Cedel after such Issue Date, the Agent will
continue to hold the Defaulted Note to the order of the Company. The
Agent shall notify the Company forthwith of the failure ofthe Purchaser
to pay the full purchase price due from it in respect of any Defaulted
Note and, subsequently, shall notify the Company forthwith upon receipt
from the Purchaser of the full purchase price in respect of such
Defaulted Note.
(6) If the Agent pays an amount (the "Advance") to the Company on the basis
that a payment (the "Payment") will be received from a Purchaser and if
the Payment is not received by the Agent on the date the Agent pays the
Company, the Agent shall notify the Company by tested telex or facsimile
that the Payment has not been received and the Company shall repay to
the Agent the Advance and shall pay interest on the Advance (or the
unreimbursed portion thereof) from (and including) the date such Advance
is made to (but excluding) the earlier of repayment of the Advance and
receipt by the Agent of the Payment (at a rate quoted at that time by
the Agent as its cost of funding the Advance).
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<PAGE>
(7) In the event of an issue of Notes and subject to receipt of a
Confirmation from the Company in accordance with the terms of the
Procedures Memorandum, the Agent will promptly, and in any event prior
to the Issue Date in respect of such issue, send the Pricing Supplement
to the Company, relevant Stock Exchange and the relevant Dealers.
8. Payments
--------
(1) The Agent shall advise the Company, no later than ten Business Days (as
defined below) immediately preceding the date on which any payment is to
be made to the Agent pursuant to this subclause (1), of the payment
amount, value date and payment instructions and the Company shall on
each date on which any payment in respect of any Notes becomes due,
transfer to an account specified by the Agent not later than the Payment
Time such amount in the relevant currency as shall be sufficient for the
purposes of such payment in funds settled through such payment system as
the Agent and the Company may agree. As used in this subclause (1), the
term "Payment Time" means 2:00 p.m. local time in the principal
financial center of the country of the currency in which the payment
falls is to be made (which in the case of payment in ECU is Brussels).
(2) The Agent shall advise the Company, no later than ten Business Days
immediately preceding the date on which any payment is to be made to the
Agent pursuant to subclause (1), of the payment amount, value date and
payment instructions and the Company shall ensure that, no later than
the third Business Day immediately preceding the date on which any
payment is to be made to the Agent pursuant to subclause (1), the Agent
shall receive a confirmation from the Company that payment will be made.
For the purposes of this Clause 8, "Business Day" means a day which is:
(a) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets are open for business in
London;
(b) either (i) in relation to a payment to be made in a Specified
Currency other than ECU, a day on which commercial banks and
foreign exchange markets settle payments in the principal
financial center of the country of the relevant Specified Currency
(if other than London) or (ii) in relation to a payment to be made
in ECU, an ECU Settlement Day (as defined herein); and
(c) a day (other than a Saturday or Sunday) on which banks are open
for business in the relevant place of business of the Agent.
13
<PAGE>
(3) Subject to the Agent being satisfied in its sole discretion that payment
will be duly made as provided in subclause (1), the Agent or the
relevant Paying Agent shall pay or cause to be paid all amounts due in
respect of the Notes on behalf of the Company in the manner provided in
the Conditions. If any payment provided for in subclause (1) is made
late but otherwise in accordance with the provisions of this Agreement,
the Agent and each Paying Agent shall nevertheless make payments in
respect of the Notes as aforesaid following receipt by it of such
payment.
(4) If for any reason the Agent considers in its sole discretion that the
amounts to be received by the Agent pursuant to subclause (1) will be,
or the amounts actually received by it pursuant thereto are,
insufficient to satisfy all claims in respect of all payments then
falling due in respect of the Notes, the Agent shall then forthwith
notify the Company of such insufficiency and, until such time as the
Agent has received the full amount of all such payments, neither the
Agent nor any Paying Agent shall be obliged to pay any such claims.
(5) Without prejudice to subclauses (3) and (4), if the Agent pays any
amounts to the holders of Notes, Receipts or Coupons or to any Paying
Agent at a time when it has not received payment in full in respect of
the relevant Notes in accordance with subclause (1) (the excess of the
amounts so paid over the amounts so received being the "Shortfall"), the
Company shall, in addition to paying amounts due under subclause (1),
pay to the Agent on demand interest (at a rate which represents the
Agent's actual overnight cost of funding the Shortfall) on the Shortfall
(or the unreimbursed portion thereof) until the receipt in full by the
Agent of the Shortfall. The Agent shall notify the Company by tested
telex or facsimile as soon as practicable, it being understood that the
Company shall have the right to make such payment subsequently with good
value as of such Business Day.
(6) The Agent shall on demand promptly reimburse each Paying Agent for
payments in respect of Notes properly made by such Paying Agent in
accordance with this Agreement and the Conditions unless the Agent has
notified the Paying Agent, prior to the opening of business in the
location of the office of the Paying Agent through which payment in
respect of the Notes can be made on the due date of a payment in respect
of the Notes, that the Agent does not expect to receive sufficient funds
to make payment of all amounts falling due in respect of such Notes.
14
<PAGE>
9. Determinations and notifications in respect of Notes
----------------------------------------------------
(1) The Agent shall make all such determinations and calculations (howsoever
described) as it is required to do under the Conditions, all subject to
and in accordance with the Conditions provided that certain calculations
with respect to the Notes shall be made by an agent (the "Calculation
Agent") appointed by the Company and acceptable to the Agent.
(2) The Agent shall not be responsible to the Company or to any third party
(except in the event of negligence, wilful default or bad faith) as a
result of the Agent having acted on any quotation given by any Reference
Bank which subsequently may be found to be incorrect.
(3) The Agent shall promptly notify the Company, the other Paying Agents and
(in respect of a Series of Notes listed on a Stock Exchange) the
relevant Stock Exchange of, inter alia, each Rate of Interest, Interest
Amount and Interest Payment Date and all other amounts, rates and dates
which it is obliged to determine or calculate under the Conditions as
soon as practicable after the determination thereof (and in any event no
later than the tenth Business Day (as defined in Clause 8) immediately
preceding the date on which any payment is to be made to the Agent
pursuant to subclause 8(1)) and of any subsequent amendment thereto
pursuant to the Conditions.
(4) The Agent shall use its best efforts to cause each Rate of Interest,
Interest Amount and Interest Payment Date and all other amounts, rates
and dates which it is obliged to determine or calculate under the
Conditions to be published as required in accordance with the Conditions
as soon as possible after their determination or calculation.
(5) If the Agent does not at any material time for any reason determine
and/or calculate and/or publish the Rate of Interest, Interest Amount
and/or Interest Payment Date in respect of any Interest Period or any
other amount, rate or date as provided in this Clause 9, it shall
forthwith notify the Company and the other Paying Agents of such fact.
(6) The Agent shall provide to the German Central Bank, at the end of each
calendar month, information on the amount, interest rate and other terms
of each issue of Deutsche Mark denominated Notes during the month, and
such other information as the German Central Bank may require from time
to time.
(7) The Agent shall comply with the reporting procedures and requirements
from time to time of the Director du Tresor, COB, CBV and the Comite des
Emissions relating to the
15
<PAGE>
"Marche de l'Euro-Franc" with respect to issues of Notes denominated in,
or directly or indirectly linked with, the French Franc.
(8) The Agent shall provide to the Dealer or Dealers with respect to any
Series of Notes certification as to the completion of distribution of
such Series of Notes.
(9) For purposes of monitoring the aggregate principal amount of Notes
issued under the Program, the Agent shall determine the U.S. dollar
equivalent of the principal amount of each issue of Notes denominated in
another currency, each issue of Dual Currency Notes and each issue of
Indexed Notes as follows:
(a) the U.S. dollar equivalent of Notes denominated in a currency
other than U.S. dollars shall be determined by the Agent as of
2:30 p.m. London time on the Issue Date for such Notes by
reference to a page being displayed on the Reuter Monitor Money
Rates Service or the appropriate Associated Press-Dow Jones
Telerate Service or such other service as is agreed between the
Agent and the Company from time to time;
(b) the U.S. dollar equivalent of Dual Currency Notes and Indexed
Notes shall be determined in the manner specified above by
reference to the original principal amount of such Notes;
(c) the principal amount of Zero Coupon Notes and other Notes issued
at a discount shall be deemed to be the net proceeds received by
the Company for the relevant issue; and
(d) the U.S. dollar equivalent of Partly Paid Notes shall be the
principal amount regardless of the amount paid up on such Notes.
The Agent shall promptly notify the Company of each determination made
as aforesaid.
10. Notice of any withholding or deduction
--------------------------------------
If the Company is, in respect of any payments, compelled to withhold or
deduct any amount for or on account of taxes, duties, assessments or
governmental charges as specifically contemplated under the Conditions,
the Company shall give notice thereof to the Agent as soon as it becomes
aware of the requirement to make such withholding or deduction and shall
give to the Agent such information as it shall require to enable it to
comply with such requirement.
16
<PAGE>
11. Duties of the Agent in connection with early redemption
-------------------------------------------------------
(1) If the Company decides to redeem any Notes for the time being
outstanding prior to their Maturity Date or the Interest Payment Date
falling in the Redemption Month (as the case may be) in accordance with
the Conditions, the Company shall give notice of such decision to the
Agent not less than 40 days before the relevant redemption date.
(2) If only some of the Notes of like tenor and of the same Series are to be
redeemed on such date the Agent shall make the required drawing in
accordance with the Conditions.
(3) The Agent shall publish the notice required in connection with any such
redemption and shall at the same time also publish a separate list of
serial numbers of any Notes previously drawn and not presented for
redemption. Such notice shall specify the date fixed for redemption,
the redemption amount, the manner in which redemption will be effected
and, in the case of a partial redemption, the serial numbers of the
Notes to be redeemed. Such notice will be published in accordance with
the Conditions.
12. Publication of notices
----------------------
On behalf of and at the request and expense of the Company, the Agent
shall cause to be published all notices required to be given by the
Company in accordance with the Conditions. Forthwith upon the receipt
by the Agent of a demand or notice from any Noteholder in accordance
with the Conditions, the Agent shall forward a copy thereof to the
Company.
13. Cancellation of Notes, Receipts, Coupons and Talons
---------------------------------------------------
(1) All Notes which are purchased pursuant to the Conditions by or on behalf
of the Company, together (in the case of Definitive Notes) with all
unmatured Receipts, Coupons or Talons (if any) attached thereto or
surrendered therewith, shall be cancelled by the Company. Where any
Notes, Receipts, Coupons or Talons are purchased and cancelled as
aforesaid, the Company shall procure that all relevant details are
promptly given to the Agent and that all Notes, Receipts, Coupons or
Talons so cancelled are delivered to the Agent. All Notes which are
redeemed, all Receipts or Coupons which are paid and all Talons which
are exchanged shall be cancelled by the Agent or Paying Agent by which
they are redeemed, paid or exchanged. Each of the Paying Agents shall
give to the Agent details of all payments made by it and shall deliver
all cancelled Notes, Receipts, Coupons and Talons to the Agent or to any
Paying Agent
17
<PAGE>
authorized from time to time in writing by the Agent to accept delivery
of cancelled Notes, Receipts, Coupons and Talons (an "Authorized
Agent").
(2) A certificate stating:
(a) the aggregate principal amount of Notes which have been redeemed
and the aggregate amount paid in respect thereof;
(b) the number of Notes cancelled together (in the case of Definitive
Notes) with details of all unmatured Receipts, Coupons or Talons
(if any) attached thereto or delivered therewith;
(c) the aggregate amount paid in respect of interest on the Notes;
(d) the total number by maturity date of Receipts, Coupons and Talons
so cancelled; and
(e) (in the case of Definitive Notes) the serial numbers of such
Notes, shall be given to the Company by the Agent as soon as
reasonably practicable and in any event within 30 days after the
date of such repayment or, as the case may be, payment or
exchange.
(3) Subject to being duly notified in due time, the Agent shall give a
certificate to the Company, within three months of the date of purchase
and cancellation of Notes as aforesaid, stating:
(a) the principal amount of Notes so purchased and cancelled;
(b) the serial numbers of such Notes; and
(c) the total number by maturity date of the Receipts, Coupons and
Talons (if any) appertaining thereto and surrendered therewith or
attached thereto.
(4) The Agent shall destroy all cancelled Notes, Receipts, Coupons and
Talons (unless otherwise instructed by the Company) and, forthwith upon
destruction, furnish the Company with a certificate of the serial
numbers of the Notes and the number by maturity date of Receipts,
Coupons and Talons so destroyed.
(5) Without prejudice to the obligations of the Agent pursuant to subclause
(2), the Agent shall keep a full and complete record of all Notes,
Receipts, Coupons and Talons (other
18
<PAGE>
than serial numbers of Coupons, except those which have been replaced
pursuant to Condition 14) and of all replacement Notes, Receipts,
Coupons or Talons issued in substitution for mutilated, defaced,
destroyed, lost or stolen Notes, Receipts, Coupons or Talons. The Agent
shall at all reasonable time make such record available to the Company
and any person authorized by the Company for inspection and for the
taking of copies thereof or extracts therefrom.
(6) All records and certificates made or given pursuant to this Clause 13
and Clause 14 shall make a distinction between Notes, Receipts, Coupons
and Talons of each Series.
14. Issue of replacement Notes, Receipts, Coupons and Talons
--------------------------------------------------------
(1) The Company will cause a sufficient quantity of additional forms of
Notes, Receipts, Coupons and Talons to be available, upon request, to
the Agent at its specified office for the purpose of issuing replacement
Notes, Receipts, Coupons and Talons as provided below.
(2) The Agent will, subject to and in accordance with the Conditions and the
following provisions of this Clause 14, cause to be delivered any
replacement Notes, Receipts, Coupons and Talons which the Company may
determine to issue in place of Notes, Receipts, Coupons and Talons which
have been lost, stolen, mutilated, defaced or destroyed.
(3) In the case of a mutilated or defaced Note, the Agent shall ensure that
(unless otherwise covered by such indemnity as the Company may require)
any replacement Note will only have attached to it Receipts, Coupons and
Talons corresponding to those (if any) attached to the mutilated or
defaced Note which is presented for replacement.
(4) The Agent shall not issue any replacement Note, Receipt, Coupon or Talon
unless and until the applicant therefor shall have:
(a) paid such costs as may be incurred in connection therewith;
(b) furnished it with such evidence (including evidence as to the
serial number of such Note, Receipt, Coupon or Talon) and
indemnity (which may include a bank guarantee and/or security) as
the Company and the Agent may reasonably require; and
(c) in the case of any mutilated or defaced Note, Receipt, Coupon or
Talon, surrendered the same to the Agent.
19
<PAGE>
(5) The Agent shall cancel any mutilated or defaced Notes, Receipts, Coupons
and Talons in respect of which replacement Notes, Receipts, Coupons and
Talons have been issued pursuant to this Clause 14 and shall furnish the
Company with a certificate stating the serial numbers of the Notes,
Receipts, Coupons and Talons so cancelled and, unless otherwise
instructed by the Company in writing, shall destroy such cancelled
Notes, Receipts, Coupons and Talons and furnish the Company with a
destruction certificate containing the information specified in Clause
13(3).
(6) The Agent shall, on issuing any replacement Note, Receipt, Coupon or
Talon, forthwith inform the Company and the Paying Agents of the serial
number of such replacement Note, Receipt, Coupon or Talon issued and (if
known) of the serial number of the Note, Receipt, Coupon or Talon in
place of which such replacement Note, Receipt, Coupon or Talon has been
issued. Whenever replacement Receipts, Coupons or Talons are issued
pursuant to the provisions of this Clause 14, the Agent shall also
notify the Paying Agents of the maturity dates of the lost, stolen,
mutilated, defaced or destroyed Receipts, Coupons or Talons and of the
replacement Receipts, Coupons or Talons issued.
(7) The Agent shall keep a full and complete record of all replacement
Notes, Receipts, Coupons and Talons issued and shall make such record
available all at reasonable times to the Company and any persons
authorized by the Company for inspection and for the taking of copies
thereof or extracts therefrom.
(8) Whenever any Note, Receipt, Coupon or Talon for which a replacement
Note, Receipt, Coupon or Talon has been issued and in respect of which
the serial number is known is presented to the Agent or any of the
Paying Agents for payment, the Agent or, as the case may be, the
relevant Paying Agent shall immediately send notice thereof to the
Company and the Agent.
(9) Notwithstanding any of the foregoing in this Clause 14, no issue of
replacement Notes, Receipts, Coupons and Talons shall be made or
delivered in the United States.
15. Copies of this Agreement and each Pricing Supplement available for
------------------------------------------------------------------
inspection
----------
The Agent and the Paying Agents shall, for as long as any Note remains
outstanding, hold copies of this Agreement, each Pricing Supplement, the
Company's Articles of Incorporation as amended and restated from time to
time and the latest annual and any interim reports of the Company
available for inspection. For this purpose, the Company
20
<PAGE>
shall furnish the Agent and the Paying Agents with sufficient copies of
each of such documents.
16. Commissions and expenses
------------------------
(1) The Company shall pay to the Agent such fees and commissions as the
Company and the Agent may separately agree in respect of the services of
the Agent and the Paying Agents hereunder together with any reasonable
out-of-pocket expenses (including legal, printing, postage, tax, cable
and advertising expenses required in connection with the Notes issued
hereunder) incurred by the Agent and the Paying Agents in connection
with their said services.
(2) The Agent shall make payment of the fees and commissions due hereunder
to the Paying Agents and shall reimburse their expenses promptly after
the receipt of the relevant moneys from the Company. The Company shall
not be responsible for any such payment or reimbursement by the Agent to
the Paying Agents.
17. Indemnity
---------
(1) The Company shall indemnify the Agent and each of the Paying Agents
against any direct losses, liabilities, costs, claims, actions, demands
or expenses (including, but not limited to, all reasonable costs,
charges and expenses paid or incurred in disputing or defending any of
the foregoing but excluding loss of profits) which it may incur or which
may be made against the Agent or any Paying Agent as a result of or in
connection with its appointment by the Company or the exercise of its
powers and duties hereunder except such as may result from its own
wilful default, negligence or bad faith or that of its officers,
directors or employees or the breach by it of the terms of this
Agreement.
(2) The Agent and the Paying Agents shall not be liable for any action taken
or omitted hereunder except for their own wilful default, negligence or
bad faith or that of their respective officers, directors or employees
or the breach by any of them of the terms of this Agreement.
(3) Neither the Agent nor any of the Paying Agents shall be responsible for
the acts or failure to act of any other of them and each of the Agent
and the Paying Agents shall indemnify the Company against any loss,
liability, cost, claim, action, demand or expense (including, but not
limited to, all reasonable costs, legal fees, charges and expenses paid
or incurred in disputing or defending any of the foregoing) which the
Company may incur or which may be made
21
<PAGE>
against it as a result of the breach by the Agent or such Paying Agents
of the terms of this Agreement or its wilful default, negligence or bad
faith or that of its officers, directors or employees.
18. Repayment by the Agent
----------------------
The Agent shall, forthwith on demand, upon the Company being discharged
from its obligation to make payments in respect of any Notes under the
Conditions, provided that there is no outstanding, bona fide and proper
claim in respect of any such payments, pay to the Company sums
equivalent to any amounts paid to it by the Company in respect of such
Notes.
19. Conditions of appointment
-------------------------
(1) The Agent shall be entitled to deal with money paid to it by the Company
for the purpose of this Agreement in the same manner as other money paid
to a banker by its customers except:
(a) that it shall not exercise any right of set-off, lien or similar
claim in respect thereof;
(b) as provided in subclause (2) below; and
(c) that it shall not be liable to account to the Company for any
interest thereon except as otherwise agreed between the Company
and the Agent.
(2) In acting hereunder and in connection with the Notes, the Agent and the
Paying Agents shall act solely as agents of the Company and will not
thereby assume any obligations towards or relationship of agency or
trust for or with any of the owners or holders of the Notes, Receipts,
Coupons or Talons, except that all funds held by the Agent or the Paying
Agents for payment to the Noteholders shall be held in trust, to be
applied as set forth herein, but need not be segregated from other funds
except as required by law; provided, however, that monies paid by the
Company to the Agent for the payment of principal or interest on Notes
remaining unclaimed at the end of one year after such principal or
interest shall become due and payable shall be repaid to the Company as
provided and in the manner set forth in the Notes whereupon all
liability of the Agent with respect thereto shall cease.
(3) The Agent and the Paying Agents hereby undertake to the Company to
perform such obligations and duties, and shall be obliged to perform
such duties and only such duties, as are herein, in the Conditions and
in the Procedures Memorandum
22
<PAGE>
specifically set forth, and no implied duties or obligations shall be
read into this Agreement or the Notes against the Agent and the Paying
Agents.
(4) The Agent may consult with legal and other professional advisers and the
opinion of such advisers shall be full and complete protection in
respect of any action taken, omitted or suffered hereunder in good faith
and in accordance with the opinion of such advisers.
(5) Each of the Agent and the Paying Agents shall be protected and shall
incur no liability for or in respect of any action taken, omitted or
suffered in reliance upon any instruction, request or order from the
Company or any notice, resolution, direction, consent, certificate,
affidavit, statement, cable, telex or other paper or document which it
reasonably believes to be genuine and to have been delivered, signed or
sent by the proper party or parties or upon written instructions from
the Company.
(6) Any of the Agent and the Paying Agents and their officers, directors and
employees may become the owner of, or acquire any interest in, any
Notes, Receipts, Coupons or Talons with the same rights that it or he
would have if the Agent or the relevant Paying Agent, as the case may
be, concerned were not appointed hereunder, and may engage or be
interested in any financial or other transaction with the Company and
may act on, or as depositary, trustee or agent for, any committee or
body of holders of Notes or Coupons or in connection with any other
obligations of the Company as freely as if the Agent or the relevant
Paying Agent, as the case may be, were not appointed hereunder.
(7) The Company shall provide the Agent with a certified copy of the list of
persons authorized to execute documents and take action on behalf of the
Company in connection with this Agreement and shall notify the Agent
immediately in writing if any of such persons ceases to be so authorized
or if any additional person becomes so authorized together, in the case
of an additional authorized person, with evidence satisfactory to the
Agent that such person has been so authorized.
20. Communication between the parties
---------------------------------
A copy of all communications relating to the subject matter of this
Agreement between the Company and any holders of Notes, Receipts or
Coupons and any of the Paying Agents shall be sent to the Agent by the
relevant Paying Agent and the Agent shall forthwith promptly deliver a
copy of any such communication to the Company.
23
<PAGE>
21. Changes in Agent and Paying Agents
----------------------------------
(1) The Company agrees that, until no Note is outstanding or until moneys
for the payment of all amounts in respect of all outstanding Notes have
been made available to the Agent (whichever is the later):
(a) so long as any Notes are listed on the London Stock Exchange, the
Paris Bourse or any other Stock Exchange there will at all times
be a Paying Agent (or the Agent) having a specified office in
London, Paris or in any such location as may be required by the
rules and regulations of the relevant Stock Exchange;
(b) there will at all times be a Paying Agent (or the Agent) with a
specified office in a city approved by the Company and the Agent
in continental Europe; and
(c) there will at all times be an Agent.
In addition, the Company shall appoint a Paying Agent having a specified
office in New York City in the circumstances described in the final
paragraph of Condition 6(b). Any variation, termination, appointment or
change shall only take effect (other than in the case of insolvency,
when it shall be of immediate effect) after not less than 30 nor more
than 45 days prior notice thereof shall have been given to the
Noteholders in accordance with Condition 16.
(2) The Agent may (subject as provided in subclause (4)) at any time resign
as Agent by giving written notice to the Company of such intention on
its part, specifying the date on which its desired resignation shall
become effective; provided that such date shall never be less than three
months after the receipt of such notice by the Company unless the
Company agrees to accept less notice.
(3) The Agent may (subject as provided in subclause (4)) be removed at any
time by the filing with it of an instrument in writing signed on behalf
of the Company specifying such removal and the date when it shall become
effective.
(4) Any resignation under subclause (2) or removal under subclause (3) shall
only take effect upon the appointment by the Company of a successor
Agent and (other than in cases of insolvency of the Agent) on the expiry
of the notice to be given under Clause 23. If, by the day falling 10
days before the expiry of any notice under subclause (2), the Company
has not appointed a successor Agent, then the Agent shall be entitled,
on behalf of the Company, to appoint as a successor Agent in its place
such reputable financial institution of good standing as it may
reasonably determine
24
<PAGE>
to be capable of performing the duties of the Agent hereunder.
(5) In case at any time the Agent resigns, or is removed, or becomes
incapable of action or is adjudged bankrupt or insolvent, or files a
voluntary petition in bankruptcy or makes an assignment for the benefit
of its creditors or consents to the appointment of an administrator,
liquidator or administrative or other receiver of all or a substantial
part of its property, or if an administrator, liquidator or
administrative or other receiver of it or all or a substantial part of
its property is appointed, or it admits in writing its inability to pay
or meet its debts as they become due, or if an order of any court is
entered approving any petition filed by or against it under the
provisions of any applicable bankruptcy or insolvency law or if any
officer takes charge or control of it or of its property or affairs for
the purpose of rehabilitation, administration or liquidation, a
successor Agent may be appointed by the Company by an instrument in
writing filed with the successor Agent. Upon the appointment as
aforesaid of a successor Agent and acceptance by the latter of such
appointment and (other than in case of insolvency of the Agent) upon
expiry of the notice to be given under Clause 23 the Agent so superseded
shall cease to be the Agent hereunder.
(6) Subject to subclause (1), the Company may, after prior consultation with
the Agent, terminate the appointment of any of the Paying Agents at any
time and/or appoint one or more further Paying Agents located outside
the United States by giving to the Agent, and to the relevant Paying
Agent, at least 45 days notice in writing to that effect.
(7) Subject to subclause (1), all or any of the Paying Agents may resign
their respective appointments hereunder at any time by giving the
Company and the Agent at least 45 days written notice to that effect.
(8) Upon its resignation or removal becoming effective, the Agent or the
relevant Paying Agent:
(a) shall, in the case of the Agent, forthwith transfer all moneys
held by it hereunder and the records referred to in Clauses 13(5)
and 14(7) to the successor Agent hereunder; and
(b) shall be entitled to the payment by the Company of its commissions
and fees for the services theretofore rendered hereunder in
accordance with the terms of Clause 16 and to the reimbursement of
all reasonable out-of-pocket expenses (including legal fees and
together with any applicable value added tax or similar tax
thereon) incurred in connection therewith.
25
<PAGE>
(9) Upon its appointment becoming effective, a successor Agent and any new
Paying Agent shall, without further act, deed or conveyance, become
vested with all the authority, rights, powers, trust, immunities, duties
and obligations of such predecessor with like effect as if originally
named as Agent or (as the case may be) a Paying Agent hereunder.
22. Merger and consolidation
------------------------
Any corporation into which the Agent or any Paying Agent may be merged,
or any corporation with which the Agent or any of the Paying Agents may
be consolidated, or any corporation resulting from any merger or
consolidation to which the Agent or any of the Paying Agents shall be a
party, or any corporation to which the Agent or any of the Paying Agents
shall sell or otherwise transfer all or substantially all the assets of
the Agent or any Paying Agent shall, on the date when such merger,
consolidation or transfer becomes effective and to the extent permitted
by any applicable laws, become the successor Agent or, as the case may
be, Paying Agent under this Agreement without the execution or filing of
any paper or any further act on the part of the parties hereto, unless
otherwise required by the Company, and after the said effective date all
references in this Agreement to the Agent or, as the case may be, such
Paying Agent shall be deemed to be references to such corporation.
Notice of any such merger, consolidation or transfer shall forthwith be
given to the Company by the relevant Agent or Paying Agent.
23. Notifications
-------------
Following receipt of notice of resignation from the Agent or any Paying
Agent and forthwith upon appointing a successor Agent or, as the case
may be, further or other Paying Agents or on giving notice to terminate
the appointment of any Agent or, as the case may be, Paying Agent, the
Company shall give or cause to be given not more than 45 days nor less
than 30 days notice thereof to the Noteholders in accordance with the
Conditions.
24. Change of specified office
--------------------------
If the Agent or any Paying Agent determines to change its specified
office it shall give to the Company and (if applicable) the Agent
written notice of such determination giving the address of the new
specified office which shall be in the same city and stating the date on
which such change is to take effect, which shall not be less than 45
days thereafter. The Agent (on behalf of the Company) shall
26
<PAGE>
within 15 days of receipt of such notice (unless the appointment of the
Agent or the relevant Paying Agent, as the case may be, is to terminate
pursuant to Clause 21 on or prior to the date of such change) give or
cause to be given not more than 45 days nor less than 30 days notice
thereof to the Noteholders in accordance with the Conditions.
25. Notices
-------
Any notice or communication given hereunder shall be sufficiently given
or served:
(a) if delivered in person to the relevant address specified on the
signature pages hereof and, if so delivered, shall be deemed to
have been delivered at time of receipt;
(b) if sent by facsimile or telex to the relevant number specified on
the signature pages hereof and, if so sent, shall be deemed to
have been delivered upon transmission provided such transmission
is confirmed by the answer back of the recipient (in the case of
telex) or when an acknowledgement of receipt is received (in the
case of facsimile).
26. Taxes and stamp duties
----------------------
The Company agrees to pay any and all stamp and other documentary taxes
or duties (other than any interest or penalties arising as a result of a
failure by any other person to account promptly to the relevant
authorities for any such duties or taxes after such person shall have
received from the Company the full amount payable in respect thereof)
which may be payable in connection with the execution, delivery,
performance and enforcement of this Agreement.
27. Currency indemnity
------------------
If, under any applicable law and whether pursuant to a judgment being
made or registered against the Company or for any other reason, any
payment under or in connection with this Agreement is made or is to be
satisfied in a currency (the "other currency") other than that in which
the relevant payment is expressed to be due (the "required currency")
under this Agreement, then, to the extent that the payment (when
converted into the required currency at the rate of exchange on the date
of payment or, if it is not practicable for the Agent or the relevant
Paying Agent to purchase the required currency with the other currency
on the date of
27
<PAGE>
payment, at the rate of exchange as soon thereafter as it is practicable
for it to do so or, in the case of a liquidation, insolvency or
analogous process at the rate of exchange on the latest date permitted
by applicable law for the determination of liabilities in such
liquidation, insolvency or analogous process) actually received by the
Agent or the relevant Paying Agent falls short of the amount due under
the terms of this Agreement, the Company shall, as a separate and
independent obligation, indemnify and hold harmless the Agent against
the amount of such shortfall.
For the purposes of this Clause 27, "rate of exchange" means the rate at
which the Agent is able on the relevant date to purchase the required
currency with the other currency and shall take into account any premium
and other costs of exchange.
28. Amendments; Meetings of Holders
-------------------------------
(1) This Agreement, the Notes and any Receipts and Coupons attached to the
Notes may be amended by the Company and the Agent, without consent of
the Holder of any Note, Receipt or Coupons (i) for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or therein, or to evidence the succession of
another corporation to the Company as provided in Condition 11, (ii) to
make any further modifications of the terms of this Agreement necessary
or desirable to allow for the issuance of any additional Notes (which
modifications shall not be materially adverse to holders of outstanding
Notes) or (iii) in any manner which the Company (and, in the case of
this Agreement, the Agent) may deem necessary or desirable and which
shall not materially adversely affect the interests of the holders of
the Notes, Receipts and Coupons. In addition, with the consent of the
holders of not less than a majority in aggregate principal amount of the
Notes then outstanding affected thereby, or by a resolution adopted by a
majority in aggregate principal amount of such outstanding Notes
affected thereby present or represented at a meeting of such holders at
which a quorum is present, this Agreement and the terms and conditions
of the Notes, Receipts and Coupons may be modified or amended by the
parties hereto, and future compliance and past defaults waived, in each
case as provided in Conditions 12 and 13 and subject to the limitations
therein provided.
(2) A meeting of holders of Notes may be called by the holders of at least
10 per cent in principal amount of the Outstanding Notes at any time and
from time to time to make, give or take any request, demand
authorization, direction, notice, consent, waiver or other action
provided by this
28
<PAGE>
Agreement or the Notes to be made, given or taken by holders of Notes.
(3) The Agent may at any time call a meeting of holders of Notes for any
purpose specified in subclause (1) to be held at such time and at such
place in The City of New York or in London, as the Agent and the Company
shall determine. Notice of every meeting of holders of Notes, setting
forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given by the Agent
to the Company and to the holders of the Notes, in the same manner as
provided in Condition 16, not less than 21 nor more than 180 days prior
to the date fixed for the meeting. In the case at any time the Company
or the holders of at least 10 per cent in principal amount of the
outstanding Notes shall have requested the Agent to call a meeting of
the holders to take any action authorized in subclause (1), by written
request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Agent shall not have given notice of such
meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein,
then the Company, or the holders of Notes in the amount above-specified,
as the case may be, may determine the time and the place in The City of
New York or London for such meeting and may call such meeting by giving
notice thereof as provided in this subclause (3).
(4) To be entitled to vote at any meeting of holders of Notes, a person
shall be a holder of outstanding Notes at the time of such meeting, or a
person appointed by an instrument in writing as proxy for such holder.
(5) The persons entitled to vote a majority in principal amount of the
outstanding Notes shall constitute a quorum. In the absence of a
quorum, within 30 minutes of the time appointed for any such meeting,
the meeting may be adjourned for a period of not less than 10 days as
determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting,
such adjourned meeting may be further adjourned for a period of not less
than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in subclause (3) except
that such notice need be given not less than five days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage
of the principal amount of the outstanding Notes which shall constitute
a quorum.
29
<PAGE>
Subject to the foregoing, at the reconvening of any meeting adjourned
for a lack of a quorum, the persons entitled to vote 25 per cent. in
principal amount of the outstanding Notes shall constitute a quorum for
the taking of any action set forth in the notice of the original
meeting. Any meeting of holders of Notes at which a quorum is present
may be adjourned from time to time by vote of a majority in principal
amount of the outstanding Notes represented at the meeting, and the
meeting may be held as so adjourned without further notice. At a
meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid, any resolution and all matters shall be
effectively passed and decided if passed or decided by the persons
entitled to vote a majority in principal amount of the outstanding Notes
represented and voting at such meeting, provided that such amount
approving such resolution shall be not less than 25 per cent. in
principal amount of the outstanding Notes.
(6) The Agent may make such reasonable regulations as it may deem advisable
for any meeting of holders of Notes in regard to proof of the holding of
Notes and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem
appropriate. The Agent shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been
called by the Company or holders of Notes as provided above, in which
case the Company or the holders of Notes calling the meeting, as the
case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be
elected by vote of the persons entitled to vote a majority in principal
amount of the outstanding Notes represented at the meeting. The
chairman of the meeting shall have no right to vote, except as a holder
of Notes or proxy. A record, at least in triplicate, of the proceedings
of each meeting of holders of Notes shall be prepared, and one such copy
shall be delivered to the Company and another to the Agent to be
preserved by the Agent.
29. Calculation Agency Agreement
----------------------------
A form of calculation agency agreement is annexed to this Agreement as
Appendix C. Where the Conditions require functions to be carried out by
a calculation agent, the Company may execute such an agreement or an
agreement in such form as the Company and the calculation agent may
agree.
30
<PAGE>
30. Descriptive headings
--------------------
The descriptive headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
31. Governing law
-------------
This Agreement is governed by, and shall be construed in accordance
with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
32. Counterparts
------------
This Agreement may be executed in one or more counterparts all of which
shall constitute one and the same agreement.
31
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
The Company
- -----------
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Telephone: (310) 715-3700
Fax: (310) 618-7804
Attention: Funding Manager
By: /S/: Wolfgang Jahn
-------------------
Wolfgang Jahn
Group Vice President
The Agent
- ---------
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
Telephone: 0202 347430
Fax: 0202 347438
Telex: 8954681 CMB G
Attention: Manager, Corporate Trust Operations
By: /S/: Sally P. Easton
--------------------
32
<PAGE>
The Other Paying Agent
- ----------------------
The Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
Telephone: 010 352 4626851
Fax: 010 352 462685380
Telex: 1223 CHAS LU
Attention: Manager, Corporate Trust Operations
By: /S/ Sally P. Easton
-------------------
33
<PAGE>
APPENDIX A
----------
Terms and Conditions
A-1
<PAGE>
FORM OF THE NOTES
Each Tranche of Notes will initially be represented by one or more
temporary global Notes, without receipts, interest coupons or talons, which
will be delivered to a common depositary for Euroclear and Cedel.
If an interest payment date for any Notes occurs while such Notes are
represented by a temporary global Note, the related interest payment will be
made against presentation of the temporary global Note only to the extent that
certification of non-U.S. beneficial ownership (in the form set out in the
temporary global Note) has been received by Euroclear or Cedel. Interests in
the temporary global Note will be exchangeable for interests in a permanent
global Note or for security printed definitive Notes (as indicated in the
applicable Pricing Supplement and subject, in the case of definitive Notes, to
such notice period as is specified in the Pricing Supplement) not earlier than
the date (the "Exchange Date") which is 40 days after the date on which the
temporary global Note is issued, provided that certification of non-U.S.
beneficial ownership has been received. No interest payments will be made on a
temporary global Note after the Exchange Date.
Payments of principal or interest (if any) in respect of a permanent
global Note will be made through Euroclear and Cedel against presentation or
surrender, as the case may be, of the permanent global Note without any
requirement for further certification. A permanent global Note will be
exchangeable, in whole or (subject to the Notes which continue to be
represented by the global Note being regarded as fungible by Euroclear and
Cedel with the definitive Notes issued in partial exchange for such global
Note) in part, for security printed definitive Notes with, where applicable,
receipts, interest coupons and talons attached, either at the option of TMCC
not earlier than the Exchange Date or upon 60 days written notice expiring at
least 30 days after the Exchange Date from Euroclear or Cedel (as the case may
be) acting on instructions of the holders of interests in the permanent global
Note. As of the date hereof, neither Euroclear nor Cedel regard Notes in
global form as fungible with Notes in definitive form. If a portion of the
Notes continue to be represented by the temporary global Note after the
issuance of definitive Notes, the temporary global Note shall thereafter be
exchangeable for definitive Notes, subject to certification of non-U.S.
beneficial ownership. No definitive Note delivered in exchange for a portion
of a permanent or temporary global Note shall be mailed or otherwise delivered
to any locations in the United States of America in connection with such
exchange. Temporary and permanent global Notes and definitive Notes will be
issued by The Chase Manhattan Bank, N.A., London Office, as issuing and
principal paying agent and, if so specified in the applicable Pricing
Supplement, as calculation agent (the "Agent", which expression includes any
successor agents or any other calculation agent specified in the applicable
Pricing Supplement) pursuant to an Amended and Restated Agency Agreement (the
"Agency Agreement") dated as of July 28, 1994, and made between TMCC, the
Agent and the other paying agents named therein (together with the Agent, the
"Paying Agents", which expression includes any additional or successor paying
agents). Until exchanged in full, the holder of an interest in any global Note
shall in all respects be entitled to the same benefits as the holder of Notes,
receipts and interest coupons, except as set out in the terms and conditions
applicable thereto.
A-2
<PAGE>
If specified in the applicable Pricing Supplement, other clearance
systems (including in the case of Notes listed on the Paris Bourse, Societe
Interprofessionnelle pour la Compensation des Valeurs Mobilieres and the
Intermediaries financiers habilites authorized to maintain accounts therein
(together "SICOVAM")) capable of complying with the certification requirements
set forth in the temporary global Note may be used in addition to or in lieu
of Euroclear and Cedel.
Temporary and permanent global Notes and definitive Notes will be
issued in bearer form only. The following legend will appear on all global
Notes, definitive Notes, receipts and interest coupons:
"Any United States person (as defined in the Internal Revenue
Code of the United States) who holds this obligation will be
subject to limitations under the United States income tax laws,
including the limitations provided in sections 165(j) and
1287(a) of the Internal Revenue Code."
The sections referred to provide that United States holders, with
certain exceptions, will not be entitled to deduct any loss on Notes, receipts
or interest coupons and will not be entitled to capital gains treatment of any
gain on any sale, disposition or payment of principal in respect of Notes,
receipts or interest coupons.
The Pricing Supplement relating to each Tranche will contain such of
the following information as is applicable in respect of such Notes (all
references to numbered Conditions being to the Terms and Conditions of the
relevant Notes):
(i) the Series number;
(ii) if not a new Series, the date from which the Tranche of
Notes being issued is to form a single series with the other Notes
comprising that Series;
(iii) the currency (which expression shall include ECU and other
currency units) in which the Notes are denominated and, in the case of
Dual Currency Notes (as defined below), the currency or currencies in
which payment in respect of the Notes is to be made (each a "Specified
Currency");
(iv) the aggregate principal amount of the Notes to be issued;
(v) the interest and/or payment basis (the "Interest/ Payment
Basis") of the Notes, which may be one or more of the following:
(a) Notes bearing interest on a fixed rate basis ("Fixed Rate
Notes");
(b) Notes bearing interest on a floating rate basis ("Floating
Rate Notes");
(c) Notes issued on a non-interest bearing basis ("Zero Coupon
Notes");
A-3
<PAGE>
(d) Notes with respect to which principal and/or interest is
calculated by reference to an index and/or a formula
("Indexed Notes"); and/or
(e) Notes with respect to which principal and/or interest is
payable in one or more Specified Currencies other than the
Specified Currency in which they are denominated ("Dual
Currency Notes");
(vi) if the Notes are not to have a single specified
Interest/Payment Basis continuously from the Issue Date to the stated
maturity thereof, the dates from (and including) and to (but excluding) which
such Notes will have each specified Interest/Payment Basis;
(vii) the date on which the Notes will be issued (the "Issue
Date");
(viii) the denomination(s) of such Notes (each a "Specified
Denomination");
(ix) the price (generally expressed as a percentage of the
principal amount of the Notes) at which the Notes will be issued (the "Issue
Price");
(x) in the case of Notes which are to be issued on a partly paid
basis ("Partly Paid Notes"), the amount of each installment comprising the
Issue Price and the date on which each payment is to be made and the
consequences (if any) of failure to make any such payment;
(xi) in the case of interest-bearing Notes, the date from which
such Notes bear interest (the "Interest Commencement Date"), which may or may
not be the Issue Date;
(xii) in the case of Notes other than Floating Rate Notes, the
date on which such Notes (unless previously redeemed or purchased and
cancelled) will be redeemed (the "Maturity Date");
(xiii) in the case of Floating Rate Notes, the month and year in
which the Notes (unless previously redeemed or purchased and cancelled) will
be redeemed (the "Redemption Month");
(xiv) the amount at which each Note will be redeemed under (xii)
and (xiii) above (the "Final Redemption Amount"), generally expressed as a
percentage of the principal amount of the Notes and/or, in the case of Indexed
Notes or Dual Currency Notes, as specified in accordance with (xix) or (xx)
below;
(xv) in the case of Notes redeemable in installments:
(a) the date on which each installment is payable (each an
"Installment Date"); and
A-4
<PAGE>
(b) the amount, generally expressed as a percentage of the
principal amount of the Notes, of each such installment
(each an "Installment Amount");
(xvi) in the case of Fixed Rate Notes:
(a) the rate, generally expressed as a percentage rate per
annum, at which the Notes bear interest (the "Fixed Rate of
Interest"), which may remain the same throughout the life of
the Notes or increase and/or decrease;
(b) the date(s) in each year on which interest is payable
throughout the life of the Notes (each a "Fixed Interest
Date");
(c) where the period from the Interest Commencement Date to the
next Fixed Interest Date differs from the period between
subsequent Fixed Interest Dates, the amount of the first
payment of interest (the "Initial Broken Amount");
(d) where the Maturity Date is not a Fixed Interest Date, the
amount of the final payment of interest (the "Final Broken
Amount"); and
(e) any other terms relating to the particular method of
calculating interest for such Notes;
(xvii) in the case of Floating Rate Notes:
(a) the number of months or other period from (and including)
the Interest Commencement Date to (but excluding) the first
Interest Payment Date (as defined in Condition 4(b)(i)) and
from (and including) that and each successive Interest
Payment Date thereafter to (but excluding) the next
following Interest Payment Date (each an "Interest Period"),
which may or may not be the same number of months or other
period throughout the life of the Notes;
(b) the manner in which the rate of interest (the "Rate of
Interest") is to be determined, including:
(1) the date(s) on which the interest rate is to be reset
(the "Reset Date");
(2) where the Rate of Interest is to be determined by
reference to the ISDA Agreement and Confirmation (as
defined and described respectively in Condition
4(b)(iii)) and Condition 4(b)(iii) applies, the margin
(the "Margin") (which Margin may remain the same
throughout the life of the Notes or increase and/or
decrease);
(3) where the Rate of Interest is to be determined as
provided in Condition 4(b)(iv) ("Screen Rate
Determination"):
A-5
<PAGE>
(A) the reference rate (the "Reference Rate") by
which the Rate of Interest is to be determined;
(B) the Margin, if any, (expressed as a percentage
rate per annum) over or under the Reference
Rate by which the Rate of Interest is to be
determined (which Margin may remain the same
throughout the life of the Notes or increase
and/or decrease) specifying whether any such
Margin is to be added to, or subtracted from,
the Reference Rate; and
(C) the page, whatever its designation, on which the
Reference Rate is for the time being displayed
on the Reuters Monitor Money Rates Service or
the appropriate Associated Press-Dow Jones
Telerate Service or such other service as is
indicated in the applicable Pricing Supplement;
and
(4) where the Rate of Interest is to be calculated
otherwise than by reference to (1) or (2) above,
details of the basis for determination of the Rate of
Interest and any alternative fall-back provisions;
(c) the applicable definition of "Reference Banks" (if different
from that set forth in Condition 4(b)(iv)(E)); and
(d) the applicable definition of "Interest Determination Date"
(if different from that set out in Condition 4(b)(iv)(F));
(e) the applicable definition of "Business Day" (if different
from that set out in Condition 4(b)(i));
(f) the minimum Rate of Interest, if any, at which the Notes
will bear interest, which may remain the same throughout the
life of the Notes or increase and/or decrease;
(g) the maximum Rate of Interest, if any, at which the Notes
will bear interest, which may remain the same throughout the
life of the Notes or increase and/or decrease; and
(h) if different from the Agent, details of the agent
responsible for calculating (xvii)(b) above;
(xviii) in the case of Zero Coupon Notes:
(a) the accrual yield in respect of such Notes (the "Accrual
Yield") expressed as a percentage rate per annum;
(b) the reference price attributed to the Notes on issue (the
"Reference Price"); and
A-6
<PAGE>
(c) any other formula or basis for determining the amount
payable, in each case for the purposes of Condition
5(f)(iii);
(xix) in the case of Indexed Notes:
(a) the index (the "Index") to which amounts payable in respect
of principal and/or interest are linked and/or the formula
(the "Formula") to be used in determining the amounts of
principal and/or interest due;
(b) the agent responsible for calculating the amount of
principal and/or interest due; and
(c) the provisions regarding calculation of principal and/or
interest in circumstances where such calculation by
reference to the Index and/or the Formula is impossible
and/or impracticable;
(xx) in the case of Dual Currency Notes:
(a) the exchange rate(s) or basis of calculating the exchange
rate(s) to be used in determining the amounts of principal
and/or interest payable in the Specified Currencies (the
"Rate(s) of Exchange");
(b) the agent, if any, responsible for calculating the amount of
principal and/or interest payable in the Specified
Currencies;
(c) the provisions regarding calculation of principal and/or
interest in circumstances where such calculation by
reference to the Rate(s) of Exchange is impossible and/or
impracticable; and
(d) the person at whose option any Specified Currency or
Currencies is or are to be or may be payable;
(xxi) in the case of Partly Paid Notes:
(a) the amount of each installment (expressed as a percentage of
the principal amount of each Note) of the Issue Price for
such Notes;
(b) the due date(s) for any subsequent installments of the Issue
Price;
(c) the date (if any) after which a holder shall forfeit any
relevant Partly Paid Notes should payment of any subsequent
installment(s) not be made on or prior to such date together
with accrued interest;
(d) the rate(s) of interest to accrue on the first and any
subsequent installment(s) after the due date for payment of
such installment(s); and
A-7
<PAGE>
(e) any other relevant information;
(xxii) whether the Notes are to be redeemable at the option of TMCC
(other than for taxation reasons) and/or the Noteholders and, if so:
(a) each date upon which redemption may occur (each an "Optional
Redemption Date") which, in the case of Notes denominated in
Yen or sterling or French Franc Notes, may not be prior to
one year and in the case of Notes denominated in DM, may not
be prior to two years from the Issue Date;
(b) each redemption amount for the Notes (each an "Optional
Redemption Amount") and/or the method, if any, of
calculating the same; and
(c) in the case of Notes redeemable by TMCC in part, the minimum
principal amount of the Notes permitted to be so redeemed at
any time (the "Minimum Redemption Amount") and any greater
principal amount of the Notes permitted to be so redeemed at
any time (each a "Higher Redemption Amount"), if any;
(xxiii) the redemption amount (the "Early Redemption Amount") with
respect to the Notes payable on redemption for taxation reasons or
following an Event of Default and/or method, if any, of calculating the
same if required to be specified by, or if different from that set out
in, Condition 5(f);
(xxiv) whether talons for future coupons or receipts are to be
attached to definitive Notes on issue and, if so, the date on which
such talons mature;
(xxv) details of the relevant stabilizing manager (if any);
(xxvi) any additional selling restrictions which are required;
(xxvii) details of any other relevant terms of such Notes or special
conditions not inconsistent with the provisions of the Agency
Agreement;
(xxviii) the relevant Euroclear and Cedel Common Code and ISIN
Number;
(xxix) details of any additional or alternative clearance system
(including, if applicable, SICOVAM) approved by TMCC and the Agent;
(xxx) whether or not the Notes are to be listed on the London
Stock Exchange, the Paris Bourse or any other agreed stock exchange;
(xxxi) whether the Notes are convertible automatically or at the
option of TMCC and/or the holders of Notes into Notes of another
Interest/Payment Basis, the date(s) upon which such conversion will
occur or such option(s) may be exercised and the Interest/Payment Basis
and other relevant terms;
A-8
<PAGE>
(xxxii) the cost, if any, to be borne by the holders of Notes in
connection with exchanges for security printed definitive Notes;
(xxxiii) whether the temporary global Note initially representing the
Notes will be exchangeable for a permanent global Note and/or
definitive Notes and any notice period applicable to an exchange for
definitive Notes;
(xxxiv) method of distribution:
(a) if syndicated, the names of the relevant managers;
(b) if non-syndicated, the name of the relevant dealer;
(xxxv) whether TMCC may from time to time without the consent of
the Noteholders create and issue further securities having the same
terms and conditions as the Notes described in the Pricing Supplement
so that the same shall be consolidated and form a single series with
such Notes; and
(xxxvi) in the case of any Notes listed on the Paris Bourse:
(a) the number of Notes to be issued in each Specified
Denomination;
(b) the SICOVAM number or, in the case of Partly Paid Notes,
SICOVAM numbers, if any;
(c) the name and specified office of any paying agent in France;
(d) the address in Paris where any relevant documents will be
available for inspection and a list of such documents;
(e) the specialist broker in the case of an issue of French
Franc Notes;
(f) a statement in French signed manually or in facsimile by a
person duly authorized on behalf of TMCC and the relevant
Purchaser or, in the case of a syndicated issue of Notes,
the relevant lead manager accepting responsibility for the
information contained in the Pricing Supplement, in the
following form:
PERSONNES QUI ASSUMENT
LA RESPONSABILITE DE LA NOTE D'INFORMATION
COMPOSEE DE LA PRESENTE NOTE D'OPERATION (PRICING SUPPLEMENT)
(DE LA NOTE D'INFORMATION AYANT RECU DE LA COB LE
VISA NO......../DU.........)
ET DU DOCUMENT DE BASE (OFFERING CIRCULAR)
A-9
<PAGE>
1. Au nom de l'emetteur
A la connaissance de l'emetteur, les donnees de la
presente Note d'Information sont conformes a la realite et ne
comportent pas d'omission de nature a en alterer la portee.
Aucun element nouveau, (autres que ceux mentionnes dans
la presente Note d'Operation), intervenu depuis:
- le 27 Juillet 1994, date du visa no. 94-424 appose par la
Commission des Operations de Bourse sur le Document de
Base (Prospectus),
- (le [ ], date du visa no. [ ] appose par la
Commission des Operations de Bourse sur la Note
d'Information),
n'est susceptible d'affecter de maniere significative la
situation financiere de l'emetteur dans le contexte de la
presente emission.
Toyota Motor Credit Corporation
.............................................................
[Name and title of signatory]
2. Au nom de la banque presentatrice
Personne assumant la responsabilite de la Note d'Information,
composee du Document de Base, et de la presente Note
d'Operation.
(Name of relevant Dealer/lead manager)
.............................................................
[Name and title of signatory]
(g) a statement in French in respect of the Pricing Supplement in
the following form:
La notice legale sera publiee au Bulletin des Annonces
Legales Obligatoires (BALO) du (date). La presente "Note
d'Information" ne peut etre distribuee en France avant la
date effective de cotation de l'emprunt a la Bourse de Paris
et la publicite legale au BALO; and
(h) the visa numbers allocated by the COB in respect of the Offering
Circular and the Pricing Supplement in the following form:
VISAS DE LA COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation a Paris des obligations, et par
application des articles 6 et 7 de l'ordonnance no. 67-833 du
28 septembre 1967, la Commission des Operations de Bourse
a enregistre le Document de Base sous le visa no. 94-424 du
27 Juillet 1994 et a appose sur la presente "Note
d'Information" la visa no. ( ) du (date).
A-10
<PAGE>
If the applicable Pricing Supplement specifies any modifications to the
Terms and Conditions of the Notes in relation to a particular issue as
described below, it is expected that, to the extent that such modifications
(not being significant for the purposes of section 147 of the Financial
Services Act 1986) relate only to Conditions 1, 3, 4, 5 (except Condition
5(b)), 6, 14 and 16, they will not necessitate the preparation and issue of a
supplementary Offering Circular or listing particulars. If the Terms and
Conditions of the Notes are to be modified in any other respect (as would be
the case, for example, for an issue of subordinated Notes), it is expected
that a supplementary Offering Circular or listing particulars or, if
appropriate, further listing particulars describing the modifications will be
prepared and issued.
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions of the Notes which (subject
to completion and amendment) will be attached to or incorporated by reference
into each global Note and which will be incorporated by reference or endorsed
upon each definitive Note. The applicable Pricing Supplement in relation to
any Notes may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with the following Terms and
Conditions, replace or modify the following Terms and Conditions for
the purpose of such Notes.
This Note is one of a Series (as defined below) of Notes (the "Notes,"
which expression shall mean (i) in relation to any Notes represented by a
global Note, units of the lowest Specified Denomination in the Specified
Currency of the relevant Notes, (ii) definitive Notes issued in exchange (or
partial exchange) for a temporary or permanent global Note, and (iii) any
global Note) issued subject to, and with the benefit of, an Amended and
Restated Agency Agreement (the "Agency Agreement") dated as of July 28, 1994,
and made between Toyota Motor Credit Corporation ("TMCC", which reference does
not include the subsidiaries of TMCC) and The Chase Manhattan Bank, N.A.,
London Office, as issuing agent and principal paying agent and, if so
specified in the applicable Pricing Supplement, as calculation agent (the
"Agent", which expression shall include any successor agent or any other
calculation agent specified in the applicable Pricing Supplement) and the
other paying agents named therein (together with the Agent, the "Paying
Agents", which expression shall include any additional or successor paying
agents).
Interest-bearing definitive Notes will (unless otherwise indicated in
the applicable Pricing Supplement) have interest coupons ("Coupons") and, if
indicated in the applicable Pricing Supplement, talons for further Coupons
("Talons") attached on issue. Any reference herein to Coupons or coupons
shall, unless the context otherwise requires, be deemed to include a reference
to Talons or talons. Definitive Notes repayable in installments will have
receipts ("Receipts") for the payment of the installments of principal (other
than the final installment) attached on issue.
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<PAGE>
As used herein, "Series" means all Notes which are denominated in the
same currency and which have the same Maturity Date or Redemption Month, as
the case may be, Interest/Payment Basis and interest payment dates (if any)
(all as indicated in the applicable Pricing Supplement) and the terms of which
(except for the Issue Date or the Interest Commencement Date (as the case may
be) and/or the Issue Price (as indicated as aforesaid)) are otherwise
identical (including whether or not the Notes are listed) and the expressions
"Notes of the relevant Series" and "holders of Notes of the relevant Series"
and related expressions shall be construed accordingly. As used herein,
"Tranche" means all Notes of the same Series with the same Issue Date and
Interest Commencement Date (if applicable).
The Pricing Supplement applicable to any particular Note or Notes is
attached hereto or endorsed hereon and supplements these Terms and Conditions
and may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Terms and Conditions,
replace or modify these Terms and Conditions for the purposes of such Note or
Notes. References herein to the "applicable Pricing Supplement" shall mean the
Pricing Supplement attached hereto or endorsed hereon.
Copies of the Agency Agreement (which contains the form of Pricing
Supplement) and the Pricing Supplement applicable to any particular Note or
Notes (if listed) are available for inspection at the specified offices of the
Agent and each of the other Paying Agents. The holders of the Notes (the
"Noteholders"), which expression shall, in relation to any Notes represented
by a global Note, be construed as provided in Condition 1, the holders of the
Coupons (the "Couponholders") and the holders of Receipts (the
"Receiptholders") are deemed to have notice of, and are entitled to the
benefit of, all the provisions of the Agency Agreement and the applicable
Pricing Supplement, which are binding on them.
Words and expressions defined in the Agency Agreement, defined
elsewhere in the Offering Circular or used in the applicable Pricing
Supplement shall have the same meanings where used in these Terms and
Conditions unless the context otherwise requires or unless otherwise stated.
1. FORM, DENOMINATION AND TITLE
The Notes in this Series are in bearer form and, in the case of
definitive Notes, serially numbered in the Specified Currency and in the
Specified Denomination(s) specified in the applicable Pricing Supplement.
This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon
Note, a Dual Currency Note or an Indexed Note or any combination of the
foregoing, depending upon the Interest/Payment Basis specified in the
applicable Pricing Supplement. It is also a Partly Paid Note and/or an Indexed
Note (where payment with respect to principal is linked to an Index and/or
formula) if, in each case, the applicable Pricing Supplement so indicates and
the appropriate provisions of these Terms and Conditions will apply
accordingly.
Notes in definitive form are issued with Coupons attached, unless they
are Zero Coupon Notes in which case references to interest (other than
interest due after the Maturity Date), Coupons and Couponholders in these
Terms and Conditions are not applicable.
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<PAGE>
Except as set out below, title to the Notes, Receipts and Coupons will
pass by delivery. TMCC and any Paying Agent may deem and treat the bearer of
any Note, Receipt or Coupon as the absolute owner thereof (whether or not
overdue and notwithstanding any notice of ownership or writing thereon or
notice of any previous loss or theft thereof) for all purposes but, in the
case of any global Note, without prejudice to the provisions set out in the
next succeeding paragraph.
For so long as any of the Notes are represented by a global Note, each
person who is for the time being shown in the records of Morgan Guaranty Trust
Company of New York, Brussels office, as operator of the Euroclear System
("Euroclear") or of CedelS.A. ("Cedel") and any other additional or
alternative clearance system, including SICOVAM, as the holder of a particular
principal amount of Notes (in which regard any certificate or other document
issued by Euroclear or Cedel as to the principal amount of such Notes
standing to the account of any person shall be conclusive and binding for all
purposes except in the case of manifest error) shall be treated by TMCC, the
Agent and any other Paying Agent as the holder of such principal amount of
such Notes for all purposes other than with respect to the payment of
principal or interest on the Notes, the right to which shall be vested, as
against TMCC, the Agent and any other Paying Agent solely in the bearer of the
relevant global Note in accordance with and subject to its terms (and the
expressions "Noteholder" and "holder of Notes" and related expressions shall
be construed accordingly). Notes which are represented by a global Note will
be transferable only in accordance with the rules and procedures for the time
being of Euroclear or of Cedel, as the case may be.
Any reference herein to Euroclear and/or Cedel shall, whenever the
context so permits, be deemed to include a reference to any additional or
alternative clearance system (including, if applicable, SICOVAM) approved by
TMCC and the Agent.
2. STATUS OF NOTES
The Notes will be unsecured general obligations of TMCC and will rank
pari passu with all other unsecured and unsubordinated indebtedness for
borrowed money of TMCC from time to time outstanding.
3. COMPOSITION OF THE ECU
Subject to the provisions of Condition 6(c), the value and composition
of the ECU in which any Notes are denominated, or, in the case of Dual
Currency Notes payable in ECU, in which any such Notes are payable, as the
case may be, will be the same as the composition of the European Currency Unit
that is from time to time used as the unit of account of the European
Communities (the "EC").
Pursuant to Council Regulation (EEC) No. 1971/89 of 19th June, 1989 the
ECU is at present defined as the sum of the following components:
0.6242 German mark 0.130 Luxembourg franc
0.08784 Pound sterling 0.1976 Danish krone
1.332 French francs 0.008552 Irish pound
151.8 Italian lire 1.440 Greek drachmas
0.2198 Dutch guilder 6.885 Spanish pesetas
3.301 Belgian francs 1.393 Portuguese escudos
A-13
<PAGE>
4. INTEREST
(a) INTEREST ON FIXED RATE NOTES
(i) Each Fixed Rate Note bears interest on its principal amount from
(and including) the Interest Commencement Date which is specified in the
applicable Pricing Supplement at the rate(s) per annum equal to the Fixed
Rate(s) of Interest specified in the applicable Pricing Supplement payable in
arrears on the Fixed Interest Date(s) in each year and on the Maturity Date so
specified if it does not fall on a Fixed Interest Date. The first payment of
interest shall be made on the Fixed Interest Date next following the Interest
Commencement Date and, if the first anniversary of the Interest Commencement
Date is not a Fixed Interest Date, will amount to the Initial Broken Amount
specified in the applicable Pricing Supplement. If the Maturity Date is not a
Fixed Interest Date, interest from (and including) the preceding Fixed
Interest Date (or the Interest Commencement Date) to (but excluding) the
Maturity Date will amount to the Final Broken Amount specified in the
applicable Pricing Supplement.
(ii) If interest is required to be calculated for a period of less
than a full year, such interest shall be calculated on the basis of a 360-day
year consisting of 12 months of 30 days each and, in the case of an incomplete
month, the number of days elapsed or as otherwise specified in the applicable
Pricing Supplement.
(b) INTEREST ON FLOATING RATE NOTES
(i) Interest Payment Dates
Each Floating Rate Note bears interest on its principal amount (or, if
it is a Partly Paid Note, the amount paid up) from (and including) the
Interest Commencement Date specified in the applicable Pricing Supplement and
such interest will be payable in arrears on each interest payment date (each
an "Interest Payment Date") which (except as otherwise specified in these
Terms and Conditions or the applicable Pricing Supplement) falls the number of
months or other period specified as the Interest Period in the applicable
Pricing Supplement after the preceding Interest Payment Date or, in the case
of the first Interest Payment Date, after the Interest Commencement Date.
Unless otherwise specified in the applicable Pricing Supplement, if any
Interest Payment Date would otherwise fall on a day which is not a Business
Day (as defined below), it shall be postponed to the next day which is a
Business Day unless it would thereby fall into the next calendar month in
which event the Interest Payment Date shall be brought forward to the
immediately preceding Business Day and, thereafter, each subsequent Interest
Payment Date shall be the last Business Day of the last month of each
subsequent Interest Period.
In this Condition 4, "Business Day" means (unless otherwise stated in
the applicable Pricing Supplement) a day which is both:
(A) a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets settle payments in London
and/or any other location specified in the applicable Pricing
Supplement; and
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<PAGE>
(B) either (1) in relation to Notes denominated in a Specified
Currency other than ECU, a day on which commercial banks and
foreign exchange markets settle payments in the principal
financial center of the country of the relevant Specified
Currency (if other than London) or (2) in relation to Notes
denominated in ECU, an ECU Settlement Date (as defined in the
1991 ISDA Definitions, as amended and updated as of the Issue
Date of this Note, published by the International Swap and
Derivatives Association, Inc. (the "ISDA Definitions")). Unless
otherwise provided in the applicable Pricing Supplement, the
principal financial center of any country for the purpose of
these Terms and Conditions shall be as provided in the ISDA
Definitions (except in the case of New Zealand and Luxembourg,
where the principal financial center will be as specified in the
Pricing Supplement).
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of each
Series of Floating Rate Notes shall be determined in the manner specified in
the applicable Pricing Supplement.
(iii) ISDA Determination
(A) Where ISDA Determination is specified in the applicable Pricing
Supplement as the manner in which the Rate of Interest is to be
determined, the Rate of Interest shall be determined on such dates
and at such rates as would have been determined by TMCC if it had
entered into an interest rate swap transaction governed by an
agreement (regardless of any event of default or termination event
thereunder) in the form of the 1992 ISDA Master Agreement
(Multicurrency - Cross Border) (the "ISDA Agreement") (copyright
1992) and evidenced by a Confirmation (as defined in the ISDA
Agreement) incorporating the ISDA Definitions with the holder of
the relevant Note under which:
(1) the manner in which the Rate of Interest is to be
determined is the "Floating Rate Option";
(2) TMCC is the "Floating Rate Payer";
(3) the Agent or other person specified in the applicable
Pricing Supplement is the "Calculation Agent";
(4) the Interest Commencement Date is the "Effective Date";
(5) the aggregate principal amount of the Series is the "
Notional Amount";
(6) the relevant Interest Period is the "Designated Maturity";
(7) the Interest Payment Dates are the "Floating Rate Payer
Payment Dates";
(8) the Margin is the "Spread"; and
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<PAGE>
(9) all other terms are as specified in the applicable
Pricing Supplement.
(B) When Condition 4(b)(iii)(A) applies, with respect to each relevant
Interest Payment Date:
(1) the amount of interest determined for such Interest
Payment Date shall be the Interest Amount for the relevant
Interest Period for the purposes of these Terms and
Conditions as though calculated under Condition
4(b)(vi) below; and
(2) the Rate of Interest for such Interest Period shall be the
Floating Rate (as defined in the ISDA Definitions)
determined by the Agent (or such other agent specified
in the applicable Pricing Supplement) in accordance with
Condition 4(b)(iii)(A), plus or minus (as indicated in
the applicable Pricing Supplement), the applicable Margin
(if any).
(iv) Screen Determination
Screen Rate Determination: Where Screen Rate Determination is specified
in the applicable Pricing Supplement as the manner in which the Rate of
Interest is to be determined, the Rate of Interest for each Interest Period
will be either:
(x) the quotation; or
(y) the arithmetic mean (rounded, if necessary, to the
fourth decimal place with 0.00005 being rounded
upwards) of the offered quotations,
(expressed as a percentage rate per annum), for deposits in the Specified
Currency for that Interest Period which appears or appear, as the case may be,
on the appropriate page of the Screen as at 11:00 a.m. (London time) on the
Interest Determination Date (as defined below) in question plus or minus (as
specified in the applicable Pricing Supplement) the Margin (if any), all as
determined by the Agent;
(A) if, in the case of (x) above, no such rate appears or, in the case
of (y) above, fewer than two of such offered rates appear at such
time or if the offered rate or rates which appears or appear, as
the case may be, as at such time do not apply to a period of a
duration equal to the relevant Interest Period, the Rate of
Interest for such Interest Period shall, subject as provided
below, be the arithmetic mean (rounded, if necessary, to the
fourth decimal place with 0.00005 being rounded upwards) of the
offered quotations (expressed as a percentage rate per annum), of
which the Agent is advised by all Reference Banks (as defined
below) as at 11:00 a.m. (London time) on the Interest
Determination Date plus or minus (as specified in the applicable
Pricing Supplement) the Margin (if any), all as determined by the
Agent;
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<PAGE>
(B) if on any Interest Determination Date to which Condition
4(b)(iv)(A) applies two or three only of the Reference Banks
advise the Agent of such offered quotations, the Rate of Interest
for the next Interest Period shall, subject as provided below, be
determined as in Condition 4(b)(iv)(A) on the basis of the rates
of those Reference Banks advising such offered quotations;
(C) if on any Interest Determination Date to which Condition
4(b)(iv)(A) applies one only or none of the Reference Banks
advises the Agent of such rates, the Rate of Interest for the next
Interest Period shall, subject as provided below, be whichever is
the higher of:
(1) the Rate of Interest in effect for the last preceding
Interest Period to which Condition 4(b)(iv)(A) shall have
applied (plus or minus (as specified in the applicable
Pricing Supplement), where a different Margin is to be
applied to the next Interest Period than that which applied
to the last preceding Interest Period, the Margin relating
to the next Interest Period in place of the Margin relating
to the last preceding Interest Period); or
(2) the reserve interest rate (the "Reserve Interest Rate")
which shall be the rate per annum which the Agent determines
to be either (x) the arithmetic mean (rounded, if necessary,
to the fourth decimal place with 0.00005 being rounded
upwards) of the lending rates for the Specified Currency
which banks selected by the Agent in the principal financial
center of the country of the Specified Currency (which, if
Australian dollars, shall be Sydney) are quoting on the
relevant Interest Determination Date for the next Interest
Period to the Reference Banks or those of them (being at
least two in number) to which such quotations are, in the
opinion of the Agent, being so made plus or minus (as
specified in the applicable Pricing Supplement) the Margin
(if any), or (y) in the event that the Agent can determine
no such arithmetic mean, the lowest lending rate for the
Specified Currency which banks selected by the Agent in the
principal financial center of the country of the Specified
Currency (which, if Australian dollars, shall be Sydney) are
quoting on such Interest Determination Date to leading
European banks for the next Interest Period plus or minus
(as specified in the applicable Pricing Supplement) the
Margin (if any), provided that if the banks selected as
aforesaid by the Agent are not quoting as mentioned above,
the Rate of Interest shall be the Rate of Interest specified
in (1) above;
(D) the expression "the appropriate page of the Screen" means such
page, whatever its designation, on which London Interbank Offered
Rates or, if there is only one such rate, that rates for deposits
in the Specified Currency of prime banks are for the time being
displayed on the Reuters Monitor Money Rates Service or the
appropriate Associated Press-Dow Jones Tele-rate Service, as
specified in the applicable Pricing Supplement;
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(E) unless otherwise specified in the applicable Pricing Supplement,
the Reference Banks will be the principal London offices of The
Chase Manhattan Bank, N.A., National Westminster Bank PLC, Swiss
Bank Corporation and The Bank of Tokyo, Ltd. TMCC shall procure
that, so long as any Floating Rate Note to which Condition
4(b)(iv)(A) is applicable remains outstanding, in the case of any
bank being unable or unwilling to continue to act as a Reference
Bank, TMCC shall specify the London office of some other leading
bank engaged in the Eurodollar market to act as such in its place;
(F) the expression "Interest Determination Date" means, unless
otherwise specified in the applicable Pricing Supplement, (x)
other than in the case of Condition 4(b)(iv)(A), with respect to
Notes denominated in any Specified Currency other than sterling,
the second Banking Day in London prior to the commencement of the
relevant Interest Period and, in the case of Condition4(b)(iv)(A),
the second Banking Day in the principal financial center of the
country of the Specified Currency (which, if Australian dollars,
shall be Sydney) prior to the commencement of the relevant
Interest Period and (y) with respect to Notes denominated in
sterling, the first Banking Day in London of the relevant Interest
Period; and
(G) the expression "Banking Day" means, in respect of any place, any
day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) in
that place or, as the case may be, as indicated in the applicable
Pricing Supplement.
(v) Minimum and/or maximum Rate of Interest
If the applicable Pricing Supplement specifies a minimum Rate of
Interest for any Interest Period, then in no event shall the Rate of Interest
for such period be less than such minimum Rate of Interest. If the applicable
Pricing Supplement specifies a maximum Rate of Interest for any Interest
Period, then in no event shall the Rate of Interest for such Interest Period
be greater than such maximum Rate of Interest.
(vi) Determination of Rate of Interest and calculation of Interest
Amount
The Agent will, at or as soon as practicable after each time at which
the Rate of Interest is to be determined, determine the Rate of Interest
(subject to any minimum or maximum Rate of Interest specified in the
applicable Pricing Supplement) and calculate the amount of interest (the
"Interest Amount") payable on the Floating Rate Notes in respect of each
Specified Denomination for the relevant Interest Period. Each Interest Amount
shall be calculated by applying the Rate of Interest to the Specified
Denomination, multiplying such sum by the actual number of days in the
Interest Period concerned divided by 360 (or 365/366 in the case of Floating
Rate Notes denominated in sterling), or such other denominator determined by
the Agent to be customary for such calculation, and rounding the result and
figure to the nearest cent (or its approximate equivalent in the relevant
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other Specified Currency), half a cent (or its approximate equivalent in the
relevant other Specified Currency) being rounded upwards. Without prejudice to
subparagraph (viii) below, the determination of the Rate of Interest and
calculation of each Interest Amount by the Agent shall (in the absence of
manifest error) be binding on all parties.
(vii) Notification of Rate of Interest and Interest Amount
The Agent will notify or cause to be notified TMCC and any stock
exchange on which the relevant Floating Rate Notes are listed of the Rate of
Interest and each Interest Amount for each Interest Period and the relevant
Interest Payment Date and will cause the same to be published in accordance
with Condition 16 as soon as possible after their determination but in no
event later than the fourth London Business Day thereafter. Each Interest
Amount and Interest Payment Date so notified may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) without
publication as aforesaid in the event of an extension or shortening of the
Interest Period in accordance with the provisions hereof. Each stock exchange
on which the relevant Floating Rate Notes are for the time being listed will
be promptly notified of any such amendment. For the purposes of this
subparagraph (vii), the expression "London Business Day" means a day (other
than a Saturday or a Sunday) on which banks and foreign exchange markets are
open for business in London.
(viii) Certificates to be final
All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions of this paragraph (b), by the Agent, shall (in
the absence of manifest error) be binding on TMCC, the Agent, the other Paying
Agents and all Noteholders, Receiptholders and Couponholders and (in the
absence as aforesaid) no liability to TMCC, the Noteholders, the
Receiptholders or the Couponholders shall attach to the Agent in connection
with the exercise or non-exercise by it of its powers, duties and discretions
pursuant to such provisions.
(ix) Limitations on Interest
In addition to any maximum Rate of Interest which may be applicable to
any Floating Rate Note pursuant to Condition 4(b)(v) above, the interest rate
on Floating Rate Notes shall in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.
(c) INDEXED NOTES AND DUAL CURRENCY NOTES
In the case of Indexed Notes or Dual Currency Notes, if the Rate of
Interest or amount of interest fails to be determined by reference to an index
and/or a formula or, as the case may be, an exchange rate, such Rate of
Interest or amount of interest payable shall be determined in the manner
specified in the applicable Pricing Supplement.
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(d) ZERO COUPON NOTES
When a Zero Coupon Note becomes due and repayable prior to the Maturity
Date and is not paid when due, the amount due and repayable shall be the
Amortized Face Amount of such Note as determined in accordance with Condition
5(f)(iii). As from the Maturity Date, any overdue principal of such Note shall
bear interest at a rate per annum equal to the Accrual Yield set forth in the
applicable Pricing Supplement.
(e) PARTLY PAID NOTES
In the case of Partly Paid Notes (other than Partly Paid Notes which
are Zero Coupon Notes), interest will accrue as aforesaid on the paid up
principal amount of such Notes and otherwise as specified in the applicable
Pricing Supplement.
(f) ACCRUAL OF INTEREST
Each Note (or in the case of the redemption in part only of a Note,
such part to be redeemed) will cease to bear interest (if any) from the due
date for its redemption unless, upon due presentation thereof, payment of
principal is improperly withheld or refused. In such event, interest will
continue to accrue (as well after as before judgment) until whichever is the
earlier of (i) the day on which all sums due in respect of such Note up to
that day are received by or on behalf of the holder of such Note; and (ii) the
day on which the Agent has notified the holder thereof (either in accordance
with Condition 16 or individually) of receipt of all sums due in respect
thereof up to that date.
5. REDEMPTION AND PURCHASE
(a) AT MATURITY
Unless previously redeemed or purchased and cancelled as specified
below, Notes will be redeemed by TMCC at their Final Redemption Amount in the
relevant Specified Currency on the Maturity Date specified in the applicable
Pricing Supplement (in the case of a Note other than a Floating Rate Note) or
on the Interest Payment Date falling in the Redemption Month specified in the
applicable Pricing Supplement (in the case of a Floating Rate Note).
(b) REDEMPTION FOR TAX REASONS
TMCC may redeem the Notes of this Series as a whole but not in part at
any time at their Early Redemption Amount, together, if appropriate, with
accrued interest to but excluding the date fixed for redemption, if TMCC shall
determine that as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States of America
or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in application or official interpretation of
such laws, regulations or rulings, which amendment or change is effective on
or after the latest Issue Date of the Notes of this Series, TMCC would be
required to pay Additional Amounts, as provided in Condition 9, on the
occasion of the next payment due in respect of the Notes of this Series.
The Notes of this Series are also subject to redemption as a whole but
not in part in the other circumstances described in Condition 9.
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Notice of intention to redeem Notes will be given at least once in
accordance with Condition 16 not less than 30 days nor more than 60 days prior
to the date fixed for redemption, provided that no such notice of redemption
shall be given earlier than 90 days prior to the effective date of such change
or amendment and that at the time notice of such redemption is given, such
obligation to pay such Additional Amounts remains in effect. From and after
any redemption date, if monies for the redemption of Notes shall have been
made available for redemption on such redemption date, such Notes shall cease
to bear interest, if applicable, and the only right of the holders of such
Notes and any Receipts or Coupons appertaining thereto shall be to receive
payment of the Early Redemption Amount and, if appropriate, all unpaid
interest accrued to such redemption date.
(c) PRICING SUPPLEMENT
The Pricing Supplement applicable to the Notes of this Series shall
indicate either:
(i) that the Notes of this Series cannot be redeemed prior to their
Maturity Date or, if the Notes of this Series are Floating Rate
Notes, the Interest Payment Date falling in the relevant
Redemption Month (in each case except as otherwise provided in
paragraph (b) above and in Condition 13); or
(ii) that such Notes will be redeemable at the option of TMCC and/or
the holders of the Notes prior to such Maturity Date or, as the
case may be, the Interest Payment Date falling in the relevant
Redemption Month in accordance with the provisions of paragraphs
(d) and/or (e) below on the date or dates and at the amount or
amounts indicated in the applicable Pricing Supplement.
(d) REDEMPTION AT THE OPTION OF TMCC
If so specified in the applicable Pricing Supplement, TMCC may, having
(unless otherwise specified in the applicable Pricing Supplement) given not
more than 60 nor less than 30 days notice to the holders of the Notes of this
Series in accordance with Condition 16 (which notice shall be irrevocable),
repay all or some only of the Notes of this Series then outstanding on the
Optional Redemption Date(s) and at the Optional Redemption Amount(s) indicated
in the applicable Pricing Supplement together, if appropriate, with accrued
interest. In the event of a redemption of some only of such Notes of this
Series, such redemption must be for an amount being the Minimum Redemption
Amount or a Higher Redemption Amount, as indicated in the applicable Pricing
Supplement. In the case of a partial redemption of definitive Notes of this
Series, the Notes of this Series to be repaid will be selected individually by
lot not more than 60 days prior to the date fixed for redemption and a list of
the Notes of this Series called for redemption will be published in accordance
with Condition 16 not less than 30 days prior to such date. In the case of a
partial redemption of Notes which are represented by a global Note,
the relevant Notes will be redeemed in accordance with the rules of Euroclear
and/or Cedel. Notes denominated in sterling or Yen or French Franc Notes may
not be redeemed pursuant to this paragraph prior to one year from the Issue
Date. Notes denominated in Deutsche Marks may not be redeemed pursuant to this
paragraph prior to two years from the Issue Date.
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(e) REDEMPTION AT THE OPTION OF THE NOTEHOLDERS
Unless otherwise specified in the applicable Pricing Supplement, the
Notes will not be subject to repayment at the option of the Noteholders. Notes
denominated in sterling or Yen or French Franc Notes may not be redeemed
pursuant to this paragraph prior to one year from the Issue Date. Notes
denominated in Deutsche Marks may not be redeemed pursuant to this paragraph
prior to two years from the Issue Date.
(f) EARLY REDEMPTION AMOUNTS
For the purposes of paragraph (b) above and Condition 13, Notes will be
redeemed at an amount (the "Early Redemption Amount") calculated as follows:
(i) in the case of Notes with a Final Redemption Amount equal to the
Issue Price, at the Final Redemption Amount thereof; or
(ii) in the case of Notes (other than Zero Coupon Notes) with a Final
Redemption Amount which is or may be greater or less than the
Issue Price or which is payable in a Specified Currency other
than that in which the Notes are denominated, at the amount set
out in the applicable Pricing Supplement, or if no such amount
or manner is set out in the applicable Pricing Supplement, at
their principal amount; or
(iii) in the case of Zero Coupon Notes, at an amount (the "Amortized
Face Amount") equal to:
(A) the sum of (x) the Reference Price specified in the
applicable Pricing Supplement and (y) the product of the
Accrual Yield specified in the applicable Pricing
Supplement (compounded annually) being applied to the
Reference Price from (and including) the Issue Date to (but
excluding) the date fixed for redemption or (as the case
may be) the date upon which such Note becomes due and
repayable; or
(B) if the amount payable in respect of any Zero Coupon Note
upon redemption of such Zero Coupon Note pursuant to
paragraph (b) above or upon its becoming due and repayable
as provided in Condition 13 is not paid or available for
payment when due, the amount due and repayable in respect
of such Zero Coupon Note shall be the Amortized Face Amount
of such Zero Coupon Note calculated as provided above as
though the references in sub-paragraph (A) to the date
fixed for redemption or the date upon which the Zero Coupon
Note becomes due and repayable were replaced by references
to the date (the "Reference Date") which is the earlier of:
(1) the date on which all amounts due in respect of the
Note have been paid;
(2) the date on which the full amount of the moneys
repayable has been received by the Agent and notice
to that effect has been given in accordance with
Condition 16.
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The calculation of the Amortized Face Amount in
accordance with this sub-paragraph (B) will continue to be
made, after as well as before judgment, until the Reference
Date unless the Reference Date falls on or after the
Maturity Date, in which case the amount due and repayable
shall be the principal amount of such Note together with
interest at a rate per annum equal to the Accrual Yield.
Unless specified otherwise in the applicable Pricing Supplement, where
any such calculation is to be made for a period of less than a full year, it
shall be made on the basis of a 360-day year consisting of 12 months of 30
days each (or 365/366 days in the case of Notes denominated in sterling) and,
in the case of an incomplete month, the number of days elapsed.
(g) INSTALLMENTS
Any Note which is repayable in installments will be redeemed in the
Installment Amounts and on the Installment Dates specified in the applicable
Pricing Supplement.
(h) PARTLY PAID NOTES
If the Notes are Partly Paid Notes, they will be redeemed, whether at
maturity, early redemption or otherwise in accordance with the provisions of
this Condition 5 as amended or varied by the applicable Pricing Supplement.
(i) PURCHASES
TMCC may at any time purchase Notes of this Series (provided that, in
the case of definitive Notes, all unmatured Receipts and Coupons appertaining
thereto are surrendered therewith) in the open market at any price. If
purchases are made by tender, tenders must be available to all holders of
Notes of this Series alike.
(j) CANCELLATION
All Notes redeemed or purchased as aforesaid will be cancelled
forthwith, together with all unmatured Receipts and Coupons attached thereto
or surrendered or purchased therewith, and may not be resold or reissued.
6. PAYMENTS
(a) METHOD OF PAYMENT
Subject as provided below, payments in a currency other than ECU will
be made by transfer to an account in the Specified Currency (which, in the
case of a payment in Yen to a non- resident of Japan, shall be a non-resident
account) maintained by the payee with, or by a check in the Specified Currency
drawn on, a bank (which, in the case of a payment in Yen to a non-resident of
Japan, shall be an authorized foreign exchange bank) in the principal
financial center of the country of such Specified Currency; provided, however,
a check may not be delivered to an address in, and an amount may not be
transferred to an account at a bank located in, the United States of America
or its possessions by any office or agency of TMCC, the Agent or any Paying
Agent, except as provided in Condition 6(b).
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Payments in ECU will be made by credit or transfer to an ECU account
specified by the payee.
Payments will be subject in all cases to any fiscal or other laws and
regulations applicable thereto in the place of payment, but without prejudice
to the provisions of Condition 9.
(b) PRESENTATION OF NOTES, RECEIPTS, COUPONS AND TALONS
Payments of principal in respect of definitive Notes will (subject as
provided below) be made in the Specified Currency against surrender of
definitive Notes and payments of interest in respect of the definitive Notes
will (subject as provided below) be made in the Specified Currency against
surrender of Coupons, in each case at the specified office of any Paying Agent
outside the United States of America and its possessions.
In the case of definitive Notes, payments of principal with respect to
installments (if any), other than the final installment, will (subject as
provided below) be made against presentation and surrender of the relevant
Receipt. Each Receipt must be presented for payment of the relevant
installment together with the relevant definitive Note against which the
amount will be payable with respect to that installment. If any definitive
Note is redeemed or becomes repayable prior to the stated Maturity Date (in
the case of a Note other than a Floating Rate Note) or prior to the Interest
Payment Date falling in the Redemption Month (in the case of a Floating Rate
Note) in respect thereof, principal will be payable on surrender of such
definitive Note together with all unmatured Receipts appertaining thereto.
Receipts presented without the definitive Note to which they appertain and
unmatured Receipts do not constitute valid obligations of TMCC.
Fixed Rate Notes in definitive form (other than Dual Currency Notes or
Indexed Notes) should be presented for payment together with all unmatured
Coupons appertaining thereto failing which the amount of any missing unmatured
Coupon (or, in the case of payment not being made in full, the same proportion
of the aggregate amount of such missing unmatured Coupon as the sum so paid
bears to the sum due) will be deducted from the sum due for payment. Each
amount of principal so deducted will be paid in the manner mentioned above
against surrender of the relative missing Coupon at any time before the
expiry of five years after the Relevant Date (as defined in Condition 15) in
respect of such principal (whether or not such Coupon would otherwise have
become void under Condition 15). Upon any Fixed Rate Note becoming due and
repayable prior to its Maturity Date, all unmatured Talons (if any)
appertaining thereto will become void and no further Coupons will be issued in
respect thereof.
Upon the date on which any Floating Rate Note, Dual Currency Note or
Indexed Note in definitive form becomes due and repayable, all unmatured
Coupons and Talons (if any) relating thereto (whether or not attached) shall
become void and no payment shall be made in respect thereof.
If the due date for redemption of any Note in definitive form is not a
Fixed Interest Date or an Interest Payment Date, interest (if any) accrued
with respect to such Note from and including the preceding Fixed Interest Date
or Interest Payment Date or, as the case may be, the Interest Commencement
Date shall be payable only against surrender of the relevant definitive Note.
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Payments of principal and interest (if any) in respect of Notes of this
Series represented by any global Note will (subject as provided below) be made
in the manner specified above (except in the case of Notes denominated or
payable in ECU, when payments will be made as provided in Condition 6(c)) and
otherwise in the manner specified in the relevant global Note against
presentation or surrender, as the case may be, of such global Note at the
specified office of the Agent. A record of each payment made against
presentation or surrender of such global Note, distinguishing between any
payment of principal and any payment of interest, will be made on such global
Note by the Agent and such record shall be prima facie evidence that the
payment in question has been made.
The holder of the relevant global Note shall be the only person
entitled to receive payments in respect of Notes represented by such global
Note and TMCC will be discharged by payment to, or to the order of, the holder
of such global Note with respect to each amount so paid. Each of the persons
shown in the records of Euroclear or Cedel as the holder of a particular
principal amount of Notes must look solely to Euroclear and/or Cedel, as the
case may be, for his share of each payment so made by TMCC to, or to the
order of, the holder of the relevant global Note. No person other than the
holder of the relevant global Note shall have any claim against TMCC in
respect of payments due on that global Note.
Notwithstanding the foregoing, payments in respect of the Notes
denominated in U.S. dollars will only be made at the specified office of a
Paying Agent in the United States (which expression, as used herein, means the
United States of America (including the States and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction)
if:
(i) TMCC has appointed Paying Agents with specified offices
outside the United States with the reasonable expectation that such
Paying Agents would be able to make payment at such specified
offices outside the United States of the full amount owing in
respect of the Notes in the manner provided above when due;
(ii) payment of the full amount owing in respect of the Notes at
such specified offices outside the United States is illegal or
effectively precluded by exchange controls or other similar
restrictions; and
(iii) such payment is then permitted under United States law
without involving, in the opinion of TMCC, adverse tax consequences
to TMCC.
(c) PAYMENT IN A COMPONENT CURRENCY
If any payment of principal or interest in respect of a Note is to be
made in ECU and, on the relevant due date, the ECU is neither used as the unit
of account of the EC nor as the currency of the European Union, the Agent
shall, without liability on its part and without having regard to the
interests of individual Noteholders, Receiptholders or Couponholders and after
consultation with TMCC if practicable, choose a currency which was a component
of the ECU when the ECU was most recently used as the unit of account of the
EC (the "Chosen Currency") in which all payments due on that due date with
respect to such Notes, Receipts and Coupons shall be made. Notice of the
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Chosen Currency selected by the Agent shall, where practicable, be published
in accordance with Condition 16. The amount of each payment in such Chosen
Currency shall be computed on the basis of the equivalent of the ECU in that
currency, determined as set out in this paragraph (c), as of the fourth London
Business Day (as defined in Condition 4(b)(vii)) prior to the date on which
such payment is due.
Without prejudice to the preceding paragraph, on the first London
Business Day from which the ECU ceases to be used as the unit of account of
the EC or as the currency of the European Union, the Agent shall, without
liability on its part and without having regard to the interests of individual
Noteholders, Receiptholders or Couponholders and after consultation with TMCC
if practicable, choose a currency which was a component of the ECU when the
ECU was most recently used as the unit of account of the EC (also, the "Chosen
Currency") in which all payments with respect to Notes, Receipts and Coupons
having a due date prior thereto but not yet presented for payment are to be
made. The amount of each payment in such Chosen Currency shall be computed on
the basis of the equivalent of the ECU in that currency, determined as set out
in this paragraph (c), as of such first London Business Day.
The equivalent of the ECU in the relevant Chosen Currency as of any
date (the "Day of Valuation") shall be determined on the following basis by
the Agent. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts which were components of the ECU
as of the last date on which the ECU was used as a unit of account of the EC.
The equivalent of the ECU in the Chosen Currency shall be calculated
by, first, aggregating the U.S. dollar equivalents of the Components, and
then, using the rate used for determining the U.S. dollar equivalents of the
Components in the Chosen Currency as set forth below, calculating the
equivalent in the Chosen Currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Components shall be
determined by the Agent on the basis of the middle spot delivery quotations
prevailing at 11:00 a.m. (London time) on the Day of Valuation, as obtained by
the Agent from one or more leading banks as selected by the Agent in the
country of issue of the Component in question.
If the official unit of any Component is altered by way of combination
or subdivision, the number of units of that Component shall be divided or
multiplied in the same proportion. If two or more Components are consolidated
into a single currency, the amounts of those Components shall be replaced by
an amount in such single currency equal to the sum of the amounts of the
consolidated Components expressed in such single currency. If any Component is
divided into two or more currencies, the amount of that Component shall be
replaced by amounts of such two or more currencies each of which shall be
equal to the amount of the former Component divided by the number of
currencies into which that currency was divided.
If no direct quotations are available for a Component as of a Day of
Valuation from any of the banks selected by the Agent for this purpose because
foreign exchange markets are closed in the country of issue of that currency
or for any other reason, the most recent direct quotations for that currency
obtainable by the Agent shall be used in computing the equivalents of the ECU
on such Day of Valuation; provided, however, that such most recent quotations
may be used only if they were prevailing in the country of issue of such
Component not more than two London Business Days before such Day of Valuation.
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If the most recent quotations obtained by the Agent are those which were so
prevailing more than two London Business Days before such Day of Valuation,
the Agent shall determine the U.S. dollar equivalent of such Component on the
basis of cross rates derived from the middle spot delivery quotations for such
Component and for the U.S. dollar prevailing at 11:00 a.m. (London time) on
such Day of Valuation, as obtained by the Agent from one or more leading
banks, as selected by the Agent, in a country other than the country of issue
of such Component. If such most recent quotations obtained by the Agent are
those which were so prevailing not more than two London Business Days before
such Day of Valuation, the Agent shall determine the U.S. dollar equivalent of
such Component on the basis of such cross rates if the Agent judges that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated on the basis of such most recent direct quotations.
Unless otherwise determined by the Agent, if there is more than one market for
dealing in any Component by reason of foreign exchange regulations or for any
other reason, the market to be referred to in respect of such currency shall
be that upon which a non- resident issuer of securities denominated in such
currency would purchase such currency in order to make payments in respect of
such securities.
All choices and determinations made by the Agent for the purposes of
this paragraph (c) shall be at its sole discretion (after consultation with
TMCC) and shall, in the absence of manifest error, be conclusive for all
purposes and binding on TMCC and all Noteholders, Receiptholders and
Couponholders.
Whenever a payment is to be made in a Chosen Currency as provided in
this paragraph (c), such Chosen Currency shall be deemed to be the Specified
Currency for the purposes of the other provisions of this Condition 6.
(d) PAYMENT BUSINESS DAY
If the date for payment of principal with respect to a Floating Rate
Note or principal or interest with respect to a Fixed Rate Note is not a
Payment Business Day in a place of presentation, the holder thereof shall not
be entitled to payment until the next following Payment Business Day in the
relevant place and shall not be entitled to further interest or other payment
in respect of such delay. For these purposes, unless otherwise specified in
the applicable Pricing Supplement, "Payment Business Day" means any day which
is a day (other than a Saturday or Sunday) on which commercial banks are open
for business and foreign exchange markets settle payments in the relevant
place of presentation and a Business Day as defined in Condition 4.
(e) INTERPRETATION OF PRINCIPAL AND INTEREST
Any reference in these Terms and Conditions to principal in respect of
the Notes shall be deemed to include, as applicable:
(i) any Additional Amounts which may be payable under Condition 9 in
respect of principal;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
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(iv) in relation to Notes redeemable in installments, the Installment
Amounts;
(v) any premium and any other amounts which may be payable under or
in respect of the Notes;
(vi) in relation to Zero Coupon Notes, the Amortized Face Amount; and
(vii) the Optional Redemption Amount(s) (if any) of the Notes.
Any reference in these Terms and Conditions to interest in respect of
the Notes shall be deemed to include, as applicable, any Additional Amounts
which may be payable under Condition 9.
7. AGENT AND PAYING AGENTS
The names of the initial Agent and the other initial Paying Agents and
their initial specified offices are set out on the back cover page of the
Offering Circular. In acting under the Agency Agreement, the Agent and the
Paying Agents will act solely as agents of TMCC and do not assume any
obligations or relationships of agency or trust to or with the Noteholders,
Receiptholders or Couponholders, except that (without affecting the
obligations of TMCC to the Noteholders, Receiptholders and Couponholders to
repay Notes and pay interest thereon) funds received by the Agent for the
payment of the principal of or interest on the Notes shall be held by it for
the Noteholders and/or Receiptholders and/or Couponholders until the
expiration of the relevant period of prescription under Condition 15. TMCC
agrees to perform and observe the obligations imposed upon it under the
Agency Agreement and to cause the Agent and the Paying Agents to perform and
observe the obligations imposed upon them under the Agency Agreement. The
Agency Agreement contains provisions for the indemnification of the Paying
Agents and for relief from responsibility in certain circumstances, and
entitles any of them to enter into business transactions with TMCC without
being liable to account to the Noteholders, Receiptholders or the
Couponholders for any resulting profit.
TMCC is entitled to vary or terminate the appointment of any Paying
Agent or any other paying agent appointed under the terms of the Agency
Agreement and/or appoint additional or other paying agents and/or approve any
change in the specified office through which any paying agent acts, provided
that:
(i) so long as the Notes of this Series are listed on any stock
exchange, there will at all times be a Paying Agent with a specified
office in each location required by the rules and regulations of the
relevant stock exchange;
(ii) there will at all times be a Paying Agent with a specified
office in a city approved by the Agent in continental Europe; and
(iii) there will at all times be an Agent.
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In addition, with respect to Notes denominated in U.S. dollars TMCC
shall forthwith appoint a Paying Agent having a specified office in New York
City in the circumstances described in the final paragraph of Condition 6(b).
Any variation, termination, appointment or change shall only take effect
(other than in the case of insolvency, when it shall be of immediate effect)
after not less than 30 nor more than 45 days prior notice thereof shall have
been given to the Agent and the Noteholders in accordance with Condition 16.
8. EXCHANGE OF TALONS
On and after the Fixed Interest Date or the Interest Payment Date, as
appropriate, on which the final Coupon comprised in any Coupon sheet matures,
the Talon (if any) forming part of such Coupon sheet may be surrendered at the
specified office of the Agent or any other Paying Agent in exchange for a
further Coupon sheet including (if such further Coupon sheet does not include
Coupons to, and including, the final date for the payment of interest due in
respect of the Note to which it appertains) a further Talon, subject to the
provisions of Condition 15. Each Talon shall, for the purposes of these
Terms and Conditions, be deemed to mature on the Fixed Interest Date or the
Interest Payment Date (as the case may be) on which the final Coupon comprised
in the relative Coupon sheet matures.
9. PAYMENT OF ADDITIONAL AMOUNTS
TMCC will, subject to certain limitations and exceptions (set forth
below), pay to a Noteholder, Receiptholder or Couponholder who is a United
States Alien (as defined below) such amounts ("Additional Amounts") as may be
necessary so that every net payment of principal or interest in respect of the
Notes, Receipts or Coupons after deduction or withholding for or on account of
any present or future tax, assessment or other governmental charge imposed
upon such Noteholder, Receiptholder or Couponholder, or by reason of the
making of such payment, by the United States or any political subdivision or
taxing authority thereof or therein, will not be less than the amount provided
for in the Notes, Receipts or Coupons. However, TMCC shall not be required to
make any payment of Additional Amounts for or on account of:
(a) any tax, assessment or other governmental charge which would
not have been imposed but for (i) the existence of any present or former
connection between such Noteholder, Receiptholder or Couponholder (or
between a fiduciary, settlor, beneficiary, member or shareholder of,
or possessor of a power over, such Noteholder, Receiptholder or
Couponholder, if such Noteholder, Receiptholder or Couponholder is an
estate, trust, partnership or corporation) and the United States,
including, without limitation, such Noteholder, Receiptholder or
Couponholder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident
thereof or being or having been present or engaged in trade or business
therein or having or having had a permanent establishment therein, or
(ii) such Noteholder's, Receiptholder's or Couponholder's past or
present status as a personal holding company, foreign personal holding
company or controlled foreign corporation or a private foundation (as
those terms are defined for United States tax purposes) or as a
corporation which accumulates earnings to avoid United States federal
income tax;
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(b) any estate, inheritance, gift, sales, transfer, personal
property or similar tax, assessment or other governmental charge;
(c) any tax, assessment or other governmental charge that would
not have been so imposed but for the presentation of a Note, Receipt
or Coupon for payment on a date more than 15 days after the date on
which such payment became due and payable or the date on which payment
thereof is duly provided for, whichever occurs later;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments of principal or
interest in respect of the Notes, Receipts or Coupons;
(e) any tax, assessment or other governmental charge imposed
on interest received by (i) a 10 percent shareholder of TMCC within the
meaning of Internal Revenue Code Section 871(h)(3)(b) or Section
881(c)(3)(b) or (ii) a bank extending credit pursuant to a loan
agreement entered into in the ordinary course of its trade or business;
(f) any tax, assessment or other governmental charge required
to be withheld by any Paying Agent from any payment of principal or
interest in respect of any Note, Receipt or Coupon, if such payment can
be made without such withholding by any other Paying Agent with respect
to the Notes in a Western European city;
(g) any tax, assessment or other governmental charge which
would not have been imposed but for the failure to comply with
certification, information of other reporting requirements concerning
the nationality, residence, identity or connection with the United
States of the Noteholder, Receiptholder or Couponholder or of the
beneficial owner of such Note, Receipt or Coupon, if such compliance
is required by stature or by regulation of the United States Treasury
Department as a precondition to relief or exemption from such tax,
assessment or other governmental charge; or
(h) any combination of items (a), (b), (c), (d), (e), (f) and
(g);
nor shall Additional Amounts be paid to any Noteholder, Receiptholder or
Couponholder who is a fiduciary or partnership or other than the sole
beneficial owner of the Note, Receipt or Coupon to the extent a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner of the Note, Receipt or Coupon would not have been entitled
to payment of the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note, Receipt or Coupon.
The term "United States Alien" means any corporation, individual,
fiduciary or partnership that for United States federal income tax purposes is
a foreign corporation, nonresident alien individual, nonresident alien
fiduciary of a foreign estate or trust, or foreign partnership one or more
members of which is a foreign corporation, nonresident alien individual or
nonresident alien fiduciary of a foreign estate or trust.
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If TMCC shall determine that any payment made outside the United States
by TMCC or any of its Paying Agents of the full amount of the next scheduled
payment of either principal or interest due in respect of any Note, Receipt or
Coupon of this Series would, under any present or future laws or regulations
of the United States affecting taxation or otherwise, be subject to any
certification, information or other reporting requirements of any kind, the
effect of which requirements is the disclosure to TMCC, any of its Paying
Agents or any governmental authority of the nationality, residence or identity
(as distinguished from status as a United States Alien) of a beneficial owner
of such Note, Receipt or Coupon who is a United States Alien (other than such
requirements which (i) would not be applicable to a payment made to a
custodian, nominee or other agent of the beneficial owner, or which can be
satisfied by such a custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien; provided, however, in
each case that payment by such custodian, nominee or agent to such beneficial
owner is not otherwise subject to any requirements referred to in this
sentence, (ii) are applicable only to payment by a custodian, nominee or other
agent of the beneficial owner to or on behalf of such beneficial owner, or
(iii) would not be applicable to a payment made by any other paying agent of
TMCC), TMCC shall redeem the Notes of this Series as a whole but not in part
at a redemption price equal to the Early Redemption Amount together, if
appropriate, with accrued interest to, but excluding, the date fixed for
redemption, such redemption to take place on such date not later than one
year after the publication of notice of such determination. If TMCC becomes
aware of an event that might give rise to such certification, information or
other reporting requirements, TMCC shall, as soon as practicable, solicit
advice of independent counsel selected by TMCC to establish whether such
certification, information or other reporting requirements will apply and, if
such requirements will apply, TMCC shall give prompt notice of such
determination (a "Tax Notice") in accordance with Condition 16 stating in
such notice the effective date of such certification, information or other
reporting requirements and, if applicable, the date by which the redemption
shall take place. Notwithstanding the foregoing, TMCC shall not redeem Notes
if TMCC shall subsequently determine not less than 30 days prior to the date
fixed for redemption that subsequent payments would not be subject to any such
requirements, in which case TMCC shall give prompt notice of such
determination in accordance with Condition 16 and any earlier redemption
notice shall thereby be revoked and of no further effect.
Notwithstanding the foregoing, if and so long as the certification,
information or other reporting requirements referred to in the preceding
paragraph would be fully satisfied by payment of a backup withholding tax or
similar charge, TMCC may elect prior to publication of the Tax Notice to have
the provisions described in this paragraph apply in lieu of the provisions
described in the preceding paragraph, in which case the Tax Notice shall state
the effective date of such certification, information or reporting
requirements and that TMCC has elected to pay Additional Amounts rather than
redeem the Notes. In such event, TMCC will pay as Additional Amounts such
amounts as may be necessary so that every net payment made following the
effective date of such certification, information or reporting requirements
outside the United States by TMCC or any of its Paying Agents of principal or
interest due in respect of a Note, Receipt or Coupon to a holder who certifies
to the effect that the beneficial owner of such Note, Receipt or Coupon is a
United States Alien (provided that such certification shall not have the
effect of communicating to TMCC or any of its Paying Agents or any
governmental authority the nationality, residence or identity of such
A-31
<PAGE>
beneficial owner) after deduction or withholding for or on account of such
backup withholding tax or similar charge (other than a backup withholding tax
or similar charge which (i) is imposed as a result of certification,
information or other reporting requirements referred to in the second
parenthetical clause of the first sentence of the preceding paragraph, or (ii)
is imposed as a result of the fact that TMCC or any of its Paying Agents has
actual knowledge that the holder or beneficial owner of such Note, Receipt or
Coupon is not a United States Alien but is within the category of persons,
corporations or other entities described in clause (a)(i) of the third
preceding paragraph, or (iii) is imposed as a result of presentation of such
Note, Receipt or Coupon for payment more than 15 days after the date on which
such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount
provided for in such Note, such Receipt or such Coupon to be then due and
payable. In the event TMCC elects to pay such Additional Amounts, TMCC will
have the right, at its sole option, at any time, to redeem the Notes of this
Series, as a whole but not in part at a redemption price equal to their Early
Redemption Amount, together, if appropriate, with accrued interest to the date
fixed for redemption including any Additional Amounts required to be paid
under this paragraph. If TMCC has made the determination described in the
preceding paragraph with respect to certification, information or other
reporting requirements applicable to interest only and subsequently makes a
determination in the manner and of the nature referred to in such preceding
paragraph with respect to such requirements applicable to principal, TMCC will
redeem the Notes of this Series in the manner and on the terms described in
the preceding paragraph (except as provided below), unless TMCC elects to have
the provisions of this paragraph apply rather than the provisions of the
immediately preceding paragraph. If in such circumstances the Notes are to be
redeemed, TMCC will be obligated to pay Additional Amounts with respect to
interest, if any, accrued to the date of redemption. If TMCC has made the
determination described in the preceding paragraph and subsequently makes a
determination in the manner and of the nature referred to in such preceding
paragraph that the level of withholding applicable to principal or interest
has been increased, TMCC will redeem the Notes of this Series in the manner
and on the terms described in the preceding paragraph (except as provided
below), unless TMCC elects to have the provisions of this paragraph apply
rather than the provisions of the immediately preceding paragraph. If in such
circumstances the Notes are to be redeemed, TMCC will be obligated to pay
Additional Amounts with respect to the original level of withholding on
principal and interest, if any, accrued to the date of redemption.
10. NEGATIVE PLEDGE
The Notes will not be secured by any mortgage, pledge or other lien.
TMCC shall not pledge or otherwise subject to any lien any property or assets
of TMCC unless the Notes are secured by such pledge or lien equally and
ratably with all other obligations secured thereby so long as such obligations
shall be so secured; provided, however, that such covenant will not apply to
liens securing obligations which do not in the aggregate at any one time
outstanding exceed 5% of Consolidated Net Tangible Assets (as defined below)
of TMCC and its consolidated subsidiaries and also will not apply to:
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<PAGE>
(a) the pledge of any assets of TMCC to secure any financing
by TMCC of the exporting of goods to or between, or the marketing
thereof in, countries other than the United States in connection with
which TMCC reserves the right, in accordance with customary and
established banking practice, to deposit, or otherwise subject to a
lien, cash, securities or receivables, for the purpose of securing
banking accommodations or as the basis for the issuance of bankers'
acceptances or in aid of other similar borrowing arrangements;
(b) the pledge of receivables payable in currencies other than
United States dollars to secure borrowings in countries other than the
United States;
(c) any deposit of assets of TMCC with any surety company or
clerk of any court, or in escrow, as collateral in connection with, or
in lieu of, any bond on appeal by TMCC from any judgment or decree
against it, or in connection with other proceedings in actions at law
or in equity by or against TMCC or in favor of any governmental bodies
to secure progress, advance or other payments in the ordinary course
of TMCC's business;
(d) any lien or charge on any property of TMCC, tangible or
intangible, real or personal, existing at the time of acquisition or
construction of such property (including acquisition through merger or
consolidation) or given to secure the payment of all or any part of the
purchase or construction price thereof or to secure any indebtedness
incurred prior to, at the time of, or within one year after, the
acquisition or completion of construction thereof for the purpose of
financing all or any part of the purchase or construction price
thereof;
(e) any lien in favor of the United States of America or any
state thereof or the District of Columbia, or any agency, department
or other instrumentality thereof, to secure progress, advance or other
payments pursuant to any contract or provisions of any statute;
(f) any lien securing the performance of any contract or
undertaking not directly or indirectly in connection with the borrowing
of money, obtaining of advances or credit or the securing of debt, if
made and continuing in the ordinary course of business;
(g) any lien to secure non-recourse obligations in connection
with TMCC's engaging in leveraged or single- investor lease
transactions; and
(h) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of any l
lien, charge or pledge referred to in clauses (a) through (g) above;
provided, however, that the amount of any and all obligations and
indebtedness secured thereby will not exceed the amount thereof so
secured immediately prior to the time of such extension, renewal or
replacement, and that such extension, renewal or replacement will be
limited to all or a part of the property which secured the charge or
lien so extended, renewed or replaced (plus improvements on such
property).
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<PAGE>
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of TMCC and its consolidated subsidiaries, all as set forth on the
most recent balance sheet of TMCC and its consolidated subsidiaries prepared
in accordance with generally accepted accounting principles as practiced in
the United States.
11. CONSOLIDATION OR MERGER
TMCC may consolidate with, or sell, lease or convey all or
substantially all of its assets as an entirety to, or merge with or into any
other corporation provided that in any such case, (i) either TMCC shall be the
continuing corporation, or the successor corporation shall be a corporation
organized and existing under the laws of the United States of America or any
state thereof and such successor corporation shall expressly assume the due
and punctual payment of the principal of and interest (including Additional
Amounts as provided in Condition 9) on all the Notes, Receipts and Coupons,
according to their tenor, and the due and punctual performance and observance
of all of the covenants and conditions of this Note to be performed by TMCC by
an amendment to the Agency Agreement executed by such successor corporation,
TMCC and the Agent, and (ii) immediately after giving effect to such
transaction, no Event of Default under Condition 13, and no event which, with
notice or lapse of time or both, would become such an Event of Default shall
have happened and be continuing. In case of any such consolidation, merger,
sale, lease or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted
for TMCC, with the same effect as if it had been named herein as TMCC, and the
predecessor corporation, except in the event of a conveyance by way of lease,
shall be relieved of any further obligation under this Note and the Agency
Agreement.
12. MEETINGS, MODIFICATIONS AND WAIVERS
The Agency Agreement contains provisions, which, unless otherwise
provided in the Pricing Supplement, are binding on TMCC, the Noteholders, the
Receiptholders and the Couponholders, for convening meetings of holders of
Notes, Receipts and Coupons to consider matters affecting their interests,
including the modification or waiver of the Terms and Conditions applicable to
the Notes.
The Agency Agreement, the Notes and any Receipts and Coupons attached
to the Notes may be amended by TMCC (and, in the case of the Agency Agreement,
the Agent) (i) for the purpose of curing any ambiguity, or for curing,
correcting or supplementing any defective provision contained therein, or to
evidence the succession of another corporation to TMCC as provided in
Condition 11, (ii) to make any further modifications of the terms of the
Agency Agreement necessary or desirable to allow for the issuance of any
additional Notes (which modifications shall not be materially adverse to
holders of outstanding Notes) or (iii) in any manner which TMCC (and, in the
case of the Agency Agreement, the Agent) may deem necessary or desirable and
which shall not materially adversely affect the interests of the holders of
the Notes, Receipts and Coupons, to all of which each holder of Notes,
Receipts and Coupons shall, by acceptance thereof, consent. In addition, with
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<PAGE>
the written consent of the holders of not less than a majority in aggregate
principal amount of the Notes then outstanding affected thereby, or by a
resolution adopted by a majority in aggregate principal amount of such
outstanding Notes affected thereby present or represented at a meeting of such
holders at which a quorum is present, as provided in the Agency Agreement
(provided that such resolution shall be approved by the holders of not less
than 25 percent of the aggregate principal amount of Notes affected thereby
then outstanding), TMCC and the Agent may from time to time and at any time
enter into agreements modifying or amending the Agency Agreement or the terms
and conditions of the Notes, Receipts and Coupons for the purpose of adding
any provisions to or changing in any manner or eliminating any provisions of
the Agency Agreement or of modifying in any manner the rights of the holders
of Notes, Receipts and Coupons; provided, however, that no such agreement
shall, without the consent or the affirmative vote of the holder of each Note
affected thereby, (i) change the stated maturity of the principal of or any
installment of interest on any Note, (ii) reduce the principal amount of or
interest on any Note, (iii) change the obligation of TMCC to pay Additional
Amounts as provided in Condition 9, (iv) reduce the percentage in principal
amount of outstanding Notes the consent of the holders of which is necessary
to modify or amend the Agency Agreement or the terms and conditions of the
Notes or to waive any future compliance or past default, or (v) reduce the
percentage in principal amount of outstanding Notes the consent of the holders
of which is required at any meeting of holders of Notes at which a resolution
is adopted. The quorum at any meeting called to adopt a resolution will be
persons holding or representing a majority in aggregate principal amount of
the Notes at the time outstanding affected thereby and at any adjourned
meeting will be one or more persons holding or representing 25 percent in
aggregate principal amount of such Notes at the time outstanding affected
thereby. Any instrument given by or on behalf of any holder of a Note in
connection with any consent to any such modification, amendment or waiver will
be irrevocable once given and will be conclusive and binding on all subsequent
holders of such Note. Any modifications, amendments or waivers to the Agency
Agreement or to the terms and conditions of the Notes, Receipts and Coupons
will be conclusive and binding on all holders of Notes, Receipts and Coupons,
whether or not they have given such consent or were present at any meeting,
and whether or not notation of such modifications, amendments or waivers is
made upon the Notes, Receipts and Coupons. It shall not be necessary for the
consent of the holders of Notes under this Condition 12 to approve the
particular form of any proposed amendment, but it shall be sufficient if such
consent shall approve the substance thereof.
Notes authenticated and delivered after the execution of any amendment
to the Agency Agreement, Notes, Receipts or Coupons may bear a notation in
form approved by the Agent as to any matter provided for in such amendment to
the Agency Agreement.
New Notes so modified as to conform, in the opinion of the Agent and
TMCC, to any modification contained in any such amendment may be prepared by
TMCC, authenticated by the Agent and delivered in exchange for the Notes then
outstanding.
For the purposes of this Condition 12 and Condition 13 below, the term
"outstanding" means, in relation to the Notes, all Notes issued under the
Agency Agreement other than (i) those which have been redeemed in full in
accordance with the Agency Agreement or these Terms and Conditions, (ii) those
in respect of which the date for redemption in accordance with these Terms and
A-35
<PAGE>
Conditions has occurred and the redemption moneys therefor (including all
interest (if any) accrued thereon to the date for such redemption and any
interest (if any) payable under these Terms and Conditions after such date)
have been duly paid to the Agent as provided in the Agency Agreement (and,
where appropriate, notice has been given to the Noteholders in accordance with
Condition 16) and remain available for payment against presentation of the
Notes, (iii) those which have become void under Condition 15, (iv) those which
have been purchased and cancelled as provided in Condition 5, (v) those
mutilated or defaced notes which have been surrendered in exchange for
replacement Notes pursuant to Condition 14, (vi) (for the purposes only of
determining how many Notes are outstanding and without prejudice to their
status for any other purpose) those Notes alleged to have been lost, stolen or
destroyed and in respect of which replacement Notes have been issued pursuant
to Condition 14 and (vii) temporary global Notes to the extent that they shall
have been duly exchanged in whole for permanent global Notes or definitive
Notes and permanent global Notes to the extent that they shall have
been duly exchanged in whole for definitive Notes, in each case pursuant to
their respective provisions.
13. DEFAULT AND ACCELERATION
(a) In the event that (each an "Event of Default"):
(i) default shall be made in the payment when due of any
installment of interest or any Additional Amounts on any of the Notes
continued for a period of 30 days after the date when due; or
(ii) default shall be made for more than three days in the
payment when due of the principal of any Note (whether at maturity or
upon redemption or otherwise); or
(iii) default in the deposit of any sinking fund payment with
respect to any Note when and as due; or
(iv) TMCC shall fail to perform or observe any other term,
covenant or agreement contained in the Terms and Conditions applicable
to any of the Notes or in the Agency Agreement for a period of 60 days
after the date on which written notice of such failure, requiring TMCC
to remedy the same, first shall have been given to the Agent and TMCC
by the holders of at least 25 percent in aggregate principal amount of
the Notes then outstanding; or
(v) there is an acceleration of, or failure to pay when due
and payable, any indebtedness for money borrowed of TMCC exceeding
$10,000,000 and such acceleration is not rescinded or annulled, or
such indebtedness is not discharged, within 10 days after written
notice thereof has first been given to TMCC and the Agent by the
holders of not less than 10 percent in aggregate principal amount of
Notes then outstanding; or
(vi) the entry by a court having competent jurisdiction of (a)
a decree or order granting relief in respect of TMCC in an involuntary
proceeding under any applicable bankruptcy, insolvency reorganization
or other similar law and such decree or order shall remain unstayed and
in effect for a period of 60 consecutive days; or (b) a decree or order
adjudging TMCC to be insolvent, or approving a petition seeking
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<PAGE>
reorganization, arrangement, adjustment or composition of TMCC and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (c) a final and non-appealable order appointing
a custodian, receiver, liquidator, assignee, trustee or other similar
official of TMCC or of any substantial part of the property of TMCC,
or ordering up the winding up or liquidation of the offices of TMCC;
or
(vii) the commencement by TMCC of a voluntary proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar
law or of a voluntary proceeding seeking to be adjudicated insolvent
or the consent of TMCC to the entry of a decree or order for relief in
an involuntary proceeding under any applicable bankruptcy, insolvency,
reorganization or other similar law or to the commencement of any
insolvency proceedings against it, or the filing by TMCC of a petition
or answer or consent seeking reorganization or relief under any
applicable law, or the consent by TMCC to the filing of such petition
or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official of TMCC or any
substantial part of the property of TMCC or the making by TMCC of an
assignment for the benefit of creditors, or the taking of corporate
action by TMCC in furtherance of any such action;
then the holder of any Note may, at its option, declare the principal of such
Note and the interest, if any, accrued thereon to be due and payable
immediately by written notice to TMCC and the Agent at its main office in
London, and unless all such defaults shall have been cured by TMCC prior to
receipt of such written notice, the principal of such Note and the interest,
if any, accrued thereon shall become and be immediately due and payable.
At any time after such a declaration of acceleration with respect to
the Notes has been made and before a judgment or decree for payment of the
money due with respect to any Note has been obtained by any Noteholder, such
declaration and its consequences may be rescinded and annulled upon the
written consent of holders of a majority in aggregate principal amount of the
Notes then outstanding, or by resolution adopted by a majority in aggregate
principal amount of the Notes present or represented at a meeting of holders
of the Notes at which a quorum is present, as provided in the Agency
Agreement, if:
(1) TMCC has paid or deposited with the Agent a sum sufficient to pay
(A) all overdue installments of interest on the Notes,
(B) the principal of Notes which has become due otherwise than
by such declaration of acceleration; and
(2) all Events of Default with respect to the Notes, other than the
non-payment of the principal of such Notes which has become due solely by such
declaration of acceleration, have been cured or waived as provided in
paragraph (b) below.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
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<PAGE>
(b) Any Events of Default by TMCC, other than the events described in
paragraph (a)(i) or (a)(ii) above or in respect of a covenant or provision
which cannot be modified and amended without the written consent of the
holders of all outstanding Notes, may be waived by the written consent of
holders of a majority in aggregate principal amount of the Notes then
outstanding affected thereby, or by resolution adopted by the holders of a
majority in aggregate principal amount of such Notes then outstanding present
or represented at a meeting of holders of the Notes affected thereby at which
a quorum is present, as provided in the Agency Agreement.
14. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
Should any Note, Receipt, Coupon or Talon be mutilated, defaced or
destroyed or be lost or stolen, it may be replaced at the specified office of
the Agent in London (or such other place outside the United States as may be
notified to the Noteholders), in accordance with all applicable laws and
regulations, upon payment by the claimant of the expenses incurred by TMCC and
the Agent in connection therewith and on such terms as to evidence, indemnity,
security or otherwise as TMCC and the Agent may require. Mutilated or defaced
Notes, Receipts, Coupons or Talons must be surrendered before replacements
will be issued.
15. PRESCRIPTION
The Notes, Receipts and Coupons will become void unless presented for
payment within a period of five years from the Relevant Date (as defined
below) relating thereto. Any moneys paid by TMCC to the Agent for the payment
of principal or interest in respect of the Notes and remaining unclaimed for a
period of one year shall forthwith be repaid to TMCC and holders shall
thereafter look only to TMCC for payment thereof. All liability with respect
thereto shall cease when the Notes, Receipts and Coupons become void.
As used herein, the "Relevant Date" means:
(A) the date on which such payment first becomes due; or
(B) if the full amount of the moneys payable has not been received
by the Agent on or prior to such due date, the date on which,
the full amount of such moneys having been so received, notice
to that effect shall have been given to the Noteholders in
accordance with Condition 16.
16. NOTICES
All notices regarding the Notes shall be published in one leading
English language daily newspaper with circulation in London (which is expected
to be the Financial Times in London) or, if this is not practicable, one other
such English language newspaper as TMCC, in consultation with the Agent, shall
decide. In addition, with respect to any Notes quoted on the Paris Bourse, and
so long as that exchange so requires, any notice to the holder of such Notes
or the Coupons relating thereto will be validly given if published in a daily
newspaper of general circulation in Paris (which is expected to be l'Agence
Economique et Financiere), or if this is not practicable, in a newspaper of
general circulation in France as determined by TMCC, in consultation with
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<PAGE>
the Agent. TMCC shall also ensure that notices are duly published in a manner
which complies with the rules and regulations of any stock exchange on which
the Notes are for the time being listed. Any such notice shall be deemed to
have been given on the date of the first publication.
Until such time as any definitive Notes are issued, there may, so long
as the global Notes for this Series are held in their entirety on behalf of
Euroclear and Cedel, be substituted for such publication in such newspaper the
delivery of the relevant notice to Euroclear and Cedel for communication by
them to the holders of the Notes of this Series. Any such notice shall be
deemed to have been given to the holders of the Notes of this Series on the
seventh day after the day on which the said notice was given to Euroclear
and Cedel.
Notices to be given by any holder of the Notes of this Series shall be
in writing and given by lodging the same, together with the relevant Note or
Notes, with the Agent. While any of the Notes of this Series are represented
by a global Note, such notice may be given by any holder of a Note of this
Series to the Agent via Euroclear and/or Cedel, as the case may be, in such
manner as the Agent and Euroclear and/or Cedel, as the case may be, may
approve for this purpose.
17. GOVERNING LAW
The Agency Agreement and the Notes, the Receipts and the Coupons are
governed by, and shall be construed in accordance with, the laws of the State
of New York, United States of America, applicable to agreements made and to be
performed wholly within such jurisdiction.
USE OF PROCEEDS
Unless otherwise specified in an applicable Pricing Supplement, the net
proceeds from the sale of the Notes will be added to TMCC's general funds and
will be available for the purchase of earning assets and for the retirement of
debt. Such proceeds initially may be used to reduce short-term borrowings or
may be invested in short-term securities.
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<PAGE>
APPENDIX B
----------
FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS,
----------------------------------------------
RECEIPTS AND TALONS
-------------------
PART 1
------
FORM OF TEMPORARY GLOBAL NOTE OF
--------------------------------
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987 AND
THIS IS A MEDIUM-TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE PAYMENT
OF ANY INTEREST IN CONNECTION WITH THIS MEDIUM-TERM NOTE HAVE NOT BEEN
GUARANTEED].<F1>
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
TEMPORARY GLOBAL NOTE
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
The Notes represented by this Temporary Global Note are listed
on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited
(the "London Stock Exchange")<F2>
- --------------------
<F1> Delete in the case of all Notes other than Notes denominated in sterling.
<F2> Delete in the case of a Series of unlisted Notes or add reference to
other stock exchange, if applicable.
B-1
<PAGE>
This Note is a Temporary Global Note in respect of a duly authorized
issue of [Specified Currency and Principal Amount of Series] Euro Medium-Term
Notes Due [Year of Maturity] (the "Notes") of [Specified Currency and
Specified Denomination] each of Toyota Motor Credit Corporation (the
"Company"). References herein to the Conditions shall be to the Terms and
Conditions of the Notes (the "Conditions") as set out in Appendix A to the
Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement (the "Pricing Supplement")
(which is attached hereto), provided that, in the event of any conflict
between the provisions of the Conditions and the information set out in the
Pricing Supplement, the latter shall prevail. Words and expressions defined
in the Conditions and the Pricing Supplement and not otherwise defined herein
shall have the same meanings when used herein.
This Temporary Global Note is issued subject to, and with the benefit
of, the Conditions and an Amended and Restated Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference to that
agreement as the same may be amended or supplemented from time to time) dated
July , 1994, between the Company and The Chase Manhattan Bank, N.A. (the
--
"Agent") and the other agents named therein.
This Temporary Global Note is to be held by a common depositary for
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), and Cedel S.A. ("Cedel") on behalf of account
holders which have the Notes represented by this Temporary Global Note
credited to their respective securities accounts with Euroclear or Cedel from
time to time.
For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date] [Interest Payment Date
falling in the Redemption Month], or on such earlier date as the Notes may
become due and repayable in accordance with the Conditions, the amount payable
under the Conditions on redemption of the Notes then represented by this
Temporary Global Note and to pay interest (if any) on the principal amount of
the Notes from time to time represented by this Temporary Global Note
calculated and payable as provided in the Conditions together with any other
sums payable under the Conditions, upon presentation and, at maturity,
surrender of this Temporary Global Note at the principal office of the Agent
in London, England, or at the offices of any of the other paying agents
located outside the United States (as defined below) (except as provided in
the Conditions) from time to time appointed by the Company in respect of the
Notes, but in each case subject to the requirements as to certification
provided herein. Any monies paid by the Company to
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<PAGE>
the Agent for the payment of or interest on any Notes and remaining unclaimed
at the end of one year after such principal or interest shall have become due
and payable (whether at maturity, upon call for redemption or otherwise) shall
then be repaid to the Company and upon such repayment all liability of the
Agent with respect thereto shall thereupon cease, without, however, limiting
in any way any obligation the Company may have to pay the principal of or
interest on this Note as the same shall become due. On any payment of an
instalment or interest being made details of such payment shall be entered by
or on behalf of the Company in Schedule One hereto and the relevant space in
Schedule One hereto recording any such payment shall be signed by or on behalf
of the Company.
On any redemption or purchase and cancellation of any of the Notes
represented by this Temporary Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording
any such redemption or purchase and cancellation shall be signed by or on
behalf of the Company. Upon any such redemption or purchase and cancellation,
the principal amount of this Temporary Global Note and the Notes represented
by this Temporary Global Note shall be reduced by the principal amount so
redeemed or purchased and cancelled.
Prior to the Exchange Date (as defined below), all payments (if any) on
this Temporary Global Note will only be made to the bearer hereof to the
extent that there is presented to the Agent by Euroclear or Cedel a
certificate, substantially in the form set out in Schedule Three hereto, to
the effect that it has received from or in respect of a person entitled to a
particular principal amount of the Notes (as shown by its records) a
certificate from such person in or substantially in the form of Certificate
"A" as set out in Schedule Three hereto. After the Exchange Date the holder
of this Temporary Global Note will not be entitled to receive any payment of
interest hereon.
On or after the date which is 40 days after the Issue Date (the
"Exchange Date"), this Temporary Global Note may be exchanged, in whole or in
part (free of charge) for, as specified in the Pricing Supplement, either
Definitive Notes and (if applicable) Receipts, Coupons and Talons in or
substantially in the forms set out in Parts 3, 4, 5 and 6, respectively, of
Appendix B of the Agency Agreement (on the basis that all appropriate details
have been included on the face of such Definitive Notes and (if applicable)
Receipts, Coupons and Talons and the Pricing Supplement (or the relevant
provisions of the Pricing Supplement) have either been endorsed on or attached
to such Definitive Notes) or, a Permanent Global Note in the form set out in
Part 2 of Appendix B to the Agency Agreement (together with the Pricing
Supplement attached thereto) upon presentation
B-3
<PAGE>
of this Temporary Global Note by the bearer hereof at the offices of the Agent
in London, England (or at such other place outside the United States of
America, its territories and possessions, any State of the United States and
the District of Columbia (the "United States") as the Agent may agree).
Definitive Notes or the Permanent Global Note shall be so issued and delivered
in exchange for only that portion of this Temporary Global Note in respect of
which there shall have been presented to the Agent by Euroclear or Cedel a
certificate, substantially in the form set out in Schedule Three hereto, to
the effect that it has received from or in respect of a person entitled to a
particular principal amount of the Notes (as shown by its records) a
certificate from such person in or substantially in the form of Certificate
"A" as set out in Schedule Three hereto and, in the case of Definitive Notes,
subject to such notice period as may be specified in the Pricing Supplement.
If Definitive Notes and (if applicable) Receipts, Coupons and Talons have
already been issued in exchange for all the Notes represented for the time
being by the Permanent Global Note, then this Temporary Global Note may only
thereafter be exchanged for Definitive Notes and (if applicable) Receipts,
Coupons and Talons pursuant to the terms hereof.
On an exchange of the whole of this Temporary Global Note, this
Temporary Global Note shall be surrendered to the Agent. On an exchange of
part only of this Temporary Global Note, details of such exchange shall be
entered by or on behalf of the Company in Schedule Two hereto and the relevant
space in Schedule Two hereto recording such exchange shall be signed by or on
behalf of the Company. If, following the issue of a Permanent Global Note in
exchange for some of the Notes represented by this Temporary Global Note,
further Notes represented by this Temporary Global Note are to be exchanged
pursuant to this paragraph, such exchange may be effected, without the issue
of a new Permanent Global Note, by the Company or its agent endorsing Schedule
Two of the Permanent Global Note previously issued to reflect an increase in
the aggregate principal amount of the Permanent Global Note which would
otherwise have been issued on such exchange.
Until the exchange of the whole of this Temporary Global Note as
aforesaid, the bearer hereof shall in all respects (except as otherwise
provided herein) be entitled to the same benefits as if it were the bearer of
Definitive Notes, Receipts and Coupons in the form set out in Part 3, Part 4
and Part 5, respectively, of Appendix B to the Agency Agreement.
[The Company has complied with its obligations under any rules (the
"listing rules") made under Section 142(6) of the Financial Services Act 1986
in respect of its debt securities listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited. Since information
was last
B-4
<PAGE>
provided in compliance with those obligations, the Company, having made all
reasonable enquiries, has not become aware of any change in circumstances
which could reasonably be regarded as significantly and adversely affecting
its ability to meet its obligations in respect hereof as they fall due.]<F3>
This Temporary Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
This Temporary Global Note shall not be valid unless authenticated by
the Agent. This Temporary Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.
- -----------------
<F3> Delete in the case of all Notes Other than Notes denominated in
sterling.
B-5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Temporary Global Note to
be duly executed on its behalf.
TOYOTA MOTOR CREDIT CORPORATION
Dated:
By:
---------------------------
John McGovern
Senior Vice President
FISCAL AGENT'S CERTIFICATE OF ATTEST:
AUTHENTICATION
This is one of the Temporary ---------------------------
Global Notes described in the Wolfgang Jahn
within mentioned Agency Agree- Group Vice President
ment.
By or on behalf of The
Chase Manhattan Bank, N.A.
as Fiscal Agent
By:
---------------------------
(Authorized Signatory)
B-6
<PAGE>
Schedule One
------------
PART I
------
INTEREST PAYMENTS
-----------------
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ---------------------------------------------------------------------------
First
-------- ------------ -------------- ---------------
Second
-------- ------------ -------------- ---------------
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Notes is reached]
B-7
<PAGE>
PART II
-------
INSTALLMENT PAYMENTS
--------------------
Confirmation of
Total Amount Amount of payment by or
Interest Date of of Installments Installments on behalf of
Payment Date Payment Payable Paid the Company
- ---------------------------------------------------------------------------
First -------- --------------- ------------ ----------------
Second -------- --------------- ------------ ----------------
[continue numbering until the appropriate number of instalment payment dates
for the particular Series of Notes is reached]
B-8
<PAGE>
<TABLE>
<CAPTION>
Schedule Two
------------
SCHEDULE OF EXCHANGES
---------------------
FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR
---------------------------------------------------
DEFINITIVE NOTES, OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------------------------
The following exchanges of a part of this Temporary Global Note
for Notes represented by a Permanent Global Note or Definitive
Notes or redemptions or purchases and cancellation of this
Temporary Global Note have been made:
<S> <S> <S> <S> <S>
Part of principal
amount of this
Temporary Remaining Remaining
Global Note principal amount payable
exchanged for amount of this under this
Notes represented Temporary Temporary
by a Permanent Global Note Global Note
Date of Global Note or following such following such
exchange, or Definitive Notes exchange, or exchange, or
redemption or or redeemed or redemption or redemption or Notation made
purchase and purchased and purchase and purchase and by or on behalf
cancellation cancelled cancellation cancellation of the Company
- -----------------------------------------------------------------------------------
- ------------ ----------------- -------------- -------------- ----------------
- ------------ ----------------- -------------- -------------- ----------------
- ------------ ----------------- -------------- -------------- ----------------
- ------------ ----------------- -------------- -------------- ----------------
</TABLE>
B-9
<PAGE>
Schedule Three
--------------
FORM OF CERTIFICATE TO BE PRESENTED BY
EUROCLEAR OR CEDEL
------------------
TOYOTA MOTOR CREDIT CORPORATION
[Title of Notes]
(the "Securities")
This is to certify that, based solely on certifications we have received in
writing, by telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the
principal amount set forth below (our "Member Organizations") substantially to
the effect set forth in the Agency Agreement, as of the date hereof,
[ ] principal amount of above-captioned Securities (i) is owned by
persons that are not citizens or residents of the United States, partnerships,
corporations or other entities created or organized under the laws of the
United States or any estate or trust the income of which is subject to United
States federal income taxation regardless of its source ("United States
persons"), (ii) is owned by United States persons that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing
for their own account or for resale, or (b) acquired the Securities through
foreign branches of United States financial institutions and who hold the
securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf, or through its agent, that we may
advise the Company or the Company's agent that it will comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code
of 1986, as amended, and the regulations thereunder), or (iii) is owned by the
United States or foreign financial institutions for purposes of resale during
the restricted period (as defined in U.S. Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and to the further effect that United States or foreign
financial institutions described in clause (iii) (whether or not also
described in clause (i) or (ii)) have certified that they have not acquired
the Securities for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.
As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands,
B-10
<PAGE>
Guam, American Samoa, Wake Island and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any interest) any
portion of the temporary global Security excepted in such Member Organization
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of
the part submitted herewith for exchange (or, if relevant, exercise of any
rights or collection of any interest) are no longer true and cannot be relied
upon at the date hereof.
We will retain all certificates received from Member Organizations for the
period specified in U.S. Treasury Regulation Section 1.163-
5(c)(2)(i)(D)(3)(i)(C).
We understand that this certification is required in connection with certain
tax laws of the Unites States. In connection therewith, if administrative and
legal proceedings are commenced or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: , 199 *.
Yours faithfully,
[MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, Brussels
office, as operator of the
Euroclear System]
or
[Cedel S.A.]
By:
------------------------------
* This certificate is not to be dated earlier than five days prior to the
Exchange Date or relevant payment date, as applicable.
B-11
<PAGE>
CERTIFICATE "A"
FORM OF CERTIFICATE TO BE PRESENTED TO
EUROCLEAR OR CEDEL
------------------
TOYOTA MOTOR CREDIT CORPORATION
[Title of Notes]
(the "Securities")
This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States,
partnerships, corporations or other entities created or organized under the
laws of the United States or any estate or trust the income of which is
subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that
(a) are foreign branches of United States financial institutions (as defined
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) acquired
the Securities through foreign branches of United States financial
institutions and who hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such
United States financial institution hereby agrees, on its own behalf or
through its agent, that you may advise the Company or the Company's agent that
it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of
the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institutions for purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition
if the owner of the Securities is a United States or foreign financial
institution described in clause (iii) (whether or not also described in clause
(i) or (ii)) this is further to certify that such financial institution has
not acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.
As used herein, "United States" mean the United States of America (including
the States and the District of Columbia); and its "possessions" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.
B-12
<PAGE>
We undertake to advise you promptly by tested telex or facsimile on or prior
to the date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your documented
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.
This certification excepts and does not relate to [ ] of such interest
in the above Securities in respect of which we are not able to certify and as
to which we understand exchange and delivery of definitive Securities and/or
an interest in a Permanent Global Note (or, if relevant, exercise of any right
or collection of any interest) cannot be made until we do so certify.
We understand that this certification is required in connection with certain
tax laws of the United States. In connection therewith, if administrative and
legal proceedings are commended or threatened in connection with which this
certification is or would be relevant, we irrevocably authorize you to produce
this certification to any interested party in such proceedings.
Dated: , 199 *
Yours faithfully,
Name of Person Making Certification
By:
------------------------------
- -----------------------
* This certificate is not to be dated earlier than fifteen days prior to
the Exchange Date or relevant payment date, as applicable.
B-13
<PAGE>
PART 2
------
FORM OF PERMANENT GLOBAL NOTE OF
---------------------------------
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT OF 1987 AND
THIS IS A MEDIUM-TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT OF 1987. REPAYMENT OF THE PRINCIPAL AND THE
PAYMENT OF ANY INTEREST IN CONNECTION WITH THIS MEDIUM-TERM NOTE HAVE NOT BEEN
GUARANTEED.]<F1>
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
PERMANENT GLOBAL NOTE
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
The Note represented by this Permanent Global Note are listed
on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited
(the "London Stock Exchange")<F2>
This Note is a Permanent Global Note in respect of a duly authorized
issue of [Specified Currency and Principal Amount of Series] Euro Medium-Term
Notes Due [Year of Maturity] (the "Notes") of [Specified Currency and
Specified Denomination] each of Toyota Motor Credit Corporation (the
"Company"). References herein to the Conditions shall be to the Terms and
Conditions of the Notes (the "Conditions") as set out in Appendix A to the
Agency Agreement (as defined below) as modified and supplement by
- ---------------
<F1> Delete in the case of all Notes other than Notes denominated in
sterling.
<F2> Delete in the case of a Series of unlisted Notes or add reference to
other stock exchange, if applicable.
B-14
<PAGE>
the information set out in the Pricing Supplement (the "Pricing Supplement")
(which is attached hereto) and, in the event of any conflict between the
provisions of the Conditions and the information set out in the Pricing
Supplement, the latter shall prevail. Words and expressions defined in the
Conditions and the Pricing Supplement and not otherwise defined herein shall
have the same meanings when used herein.
This Permanent Global Note is issued subject to, and with the benefit of,
the Conditions and an Amended and Restated Agency Agreement (the "Agency
Agreement", which expression shall be construed as a reference to that
agreement as the same may be amended or supplemented from time to time) dated
July , 1994, between the Company and The Chase Manhattan Bank, N.A. (the
--
"Agent") and the other agents named therein.
This Permanent Global Note is to be held by a common depositary for
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear System ("Euroclear"), and Centrale de Livraison de Valeurs
Mobilieres S.A. ("Cedel") on behalf of account holders which have the Notes
represented by this Permanent Global Note credited to their respective
securities accounts with Euroclear or Cedel from time to time.
For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date] [Interest Payment Date
falling in the Redemption Month], or on such earlier date as the Notes may
become due and repayable in accordance with the Conditions, the amount payable
under the Conditions on redemption of the Notes then represented by this
Permanent Global Note and to pay interest (if any) on the principal amount of
the Notes from time to time represented by this Permanent Global Note
calculated and payable as provided in the Conditions together with any other
sums payable under the Conditions, upon presentation and, at maturity,
surrender of this Permanent Global Note at the principal office of the Agent
in London, England, or at the offices of any of the other paying agents
located outside the United States (as defined below) (except as provided in
the Conditions) from time to time appointed by the Company in respect of the
Notes. Any monies paid by the Company to the Agent for the payment of or
interest on any Notes and remaining unclaimed at the end of one year after
such principal or interest shall have become due and payable (whether at
maturity, upon call for redemption or otherwise) shall then be repaid to the
Company and upon such repayment all liability of the Agent with respect
thereto shall thereupon cease, without, however, limiting in any way any
obligation the Company may have to pay the principal of or interest on this
Note as the same shall become due. On any
B-15
<PAGE>
payment of an instalment or interest being made details of such payment shall
be entered by or on behalf of the Company in Schedule One hereto and the
relevant space in Schedule One hereto recording any such payment shall be
signed by or on behalf of the Company.
On any redemption or purchase and cancellation of any of the Notes
represented by this Permanent Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording
any such redemption or purchase and cancellation shall be signed by or on
behalf of the Company. Upon any such redemption or purchase and cancellation,
the principal amount of this Permanent Global Note and the Notes represented
by this Permanent Global Note shall be reduced by the principal amount so
redeemed or purchased and cancelled.
The Notes represented by this Permanent Global Note were originally
represented by a Temporary Global Note. Unless such Temporary Global Note was
exchanged in whole on the issue hereof, such Temporary Global Note may be
further exchanged, on the terms and conditions set out therein, for this
Permanent Global Note. If any such exchange occurs following the issue
hereof, the Company or its agent shall endorse Schedule Two hereto to reflect
the increase in the aggregate principal amount of this Permanent Global Note
due to each such exchange, whereupon the principal amount hereof shall be
increased for all purposes by the amount so exchanged and endorsed.
This Permanent Global Note may be exchanged, in whole or (subject to such
Notes which continue to be represented by this Permanent Global Note being
regarded as fungible by Euroclear and Cedel with the Definitive Notes issued
in partial exchange for such Permanent Global Note (hereinafter "Clearing
Agency Fungibility")) in part (free of charge), for security-printed
Definitive Notes and (if applicable) Receipts, Coupons and Talons in or
substantially in the forms set out in Parts 3, 4, 5 and 6, respectively, of
Appendix B of the Agency Agreement (on the basis that all appropriate details
have been included on the face of such Definitive Notes and (if applicable)
Receipts, Coupons and Talons and the Pricing Supplement (or the relevant
provisions of the Pricing Supplement) have been either endorsed on or attached
to such Definitive Notes) in denominations of [Specified Currency and
Specified Denomination] each. Subject as aforesaid to Clearing Agency
Fungibility, either at the option of the Company not earlier than the Exchange
Date or upon at least 60 days written notice expiring at least 30 days after
the Exchange Date (as defined in the Temporary Global Note referred to above)
being given to the Agent by Euroclear or Cedel, such exchange will be made
upon presentation of this Permanent Global Note by the bearer hereof on any
day (other than a Saturday or a Sunday) on
B-16
<PAGE>
which banks are open for business in London at the principal office of the
Agent in London, England; provided, however, subject as aforesaid to Clearing
Agency Fungibility, the first notice given to the Agent by Euroclear or Cedel
shall give rise to the issue of Definitive Notes for the total amount of Notes
represented by this Global Note. The aggregate principal amount of Definitive
Notes issued upon an exchange of this Permanent Global Note will be equal to
the aggregate principal amount of this Permanent Global Note submitted by the
bearer hereof for exchange (to the extent that such principal amount does not
exceed the aggregate principal amount of this Permanent Global Note, as
adjusted, as shown in Schedule Two hereto). On an exchange of the whole of
this Permanent Global Note, this Permanent Global Note shall be surrendered to
the Agent. On an exchange of part only of this Permanent Global Note, details
of such exchange shall be entered by or on behalf of the Company in Schedule
Two hereto and the relevant space in Schedule Two hereto recording such
exchange shall be signed by or on behalf of the Company whereupon the
principal amount of this Permanent Global Note and the Notes represented by
this Permanent Global Note shall be reduced by the principal amount of this
Permanent Global Note so exchanged.
Until the exchange of the whole of this Permanent Global Note as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Definitive Notes, Receipts, Coupons and
Talons in the form set out in Parts 3, 4, 5 and 6, respectively, of Appendix B
to the Agency Agreement.
[The Company has complied with its obligations under any rules (the
"listing rules") made under Section 142(6) of the Financial Services Act 1986
in respect of its debt securities listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited. Since information
was last provided in compliance with those obligations, the Company, having
made all reasonable enquiries, has not become aware of any change in
circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect hereof as
they fall due.]<F3>
This Permanent Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
- --------------------
<F3> Delete in the case of all Notes other than Notes denominated in sterling
and listed on the London Stock Exchange.
B-17
<PAGE>
This Permanent Global Note shall not be valid unless authenticated by the
Agent. This Permanent Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.
B-18
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Permanent Global Note to
be duly executed on its behalf.
TOYOTA MOTOR CREDIT CORPORATION
Dated:
By:
---------------------------
John McGovern
Senior Vice President
FISCAL AGENT'S CERTIFICATE OF ATTEST:
AUTHENTICATION
This is one of the Permanent
Global Notes described in the ---------------------------
within mentioned Agency Agreement Wolfgang Jahn
Group Vice President
By or on behalf of
THE CHASE MANHATTAN BANK, N.A.,
as Fiscal Agent
By:
---------------------------
(Authorized Signatory)
B-19
<PAGE>
Schedule One
------------
PART I
------
INTEREST PAYMENTS
-----------------
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
- ---------------------------------------------------------------------------
First -------- ------------- ------------- ---------------
Second -------- ------------- ------------- ---------------
[continue numbering until the appropriate number of interest payment dates for
the particular Series of Notes is reached]
B-20
<PAGE>
PART II
-------
INSTALLMENT PAYMENTS
--------------------
Confirmation of
Total Amount Amount of payment by or on
Installment Date of of Installments Installments behalf of the
Date Payment Payable Paid Company
- ---------------------------------------------------------------------------
First ------- --------------- ------------ ----------------
Second ------- --------------- ------------ ----------------
[continue numbering until the appropriate number of instalment payment dates
for the particular Series of Notes is reached]
B-21
<PAGE>
<TABLE>
<CAPTION>
Schedule Two
------------
SCHEDULE OF EXCHANGES OF A TEMPORARY
------------------------------------
GLOBAL NOTE AND FOR DEFINITIVE NOTES
------------------------------------
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
---------------------------------------------
The following increases of this Permanent Global Note, exchanges of a part of this
Permanent Global Note for Definitive Notes or redemptions or purchases and cancellations
of this Permanent Global Note have been made:
<S> <S> <S> <S> <S> <S>
Increase in
principal Remaining Remaining
amount of this principal amount payable
Permanent amount under this
Global Note Part of principal of this Permanent
due to amount of this Permanent Global Note
exchanges of Permanent Global Global Note following
Date of a Temporary Note exchanged following such such exchange, Notation
exchange, Global Note for Definitive exchange, or or redemption by or on
or redemption for this Notes or redeemed redemption or or purchase behalf
or purchase and Permanent or purchased and purchase and and of the
cancellation Global Note cancelled cancellation cancellation Company
- --------------------------------------------------------------------------------------------------------
- --------------- ---------------- ---------------- -------------- --------------- --------------
- --------------- ---------------- ---------------- -------------- --------------- --------------
- --------------- ---------------- ---------------- -------------- --------------- --------------
- --------------- ---------------- ---------------- -------------- --------------- --------------
</TABLE>
<PAGE>
PART 3
------
(FACE OF NOTE)
FORM OF DEFINITIVE NOTE OF
--------------------------
TOYOTA MOTOR CREDIT CORPORATION
-------------------------------
[THE ISSUER IS NOT AN INSTITUTION AUTHORIZED UNDER THE BANKING ACT 1987 AND
THIS IS A MEDIUM-TERM NOTE ISSUED IN ACCORDANCE WITH REGULATIONS MADE UNDER
SECTION 4 OF THE BANKING ACT 1987. REPAYMENT OF THE PRINCIPAL AND THE PAYMENT
OF ANY INTEREST OR PREMIUM IN CONNECTION WITH THIS MEDIUM-TERM NOTE HAVE NOT
BEEN GUARANTEED.]<F4>
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
The Notes represented by this Definitive Note are listed
on The International Stock Exchange of the United Kingdom
and the Republic of Ireland Limited
(the "London Stock Exchange")<F5>
This Note is one of a series of notes of [Specified Currency and
Principal Amount of Series] ("Notes") each of Toyota Motor Credit Corporation
(the "Company"). References herein to the Conditions shall be to the Terms
and Conditions of the Notes (the "Conditions") as set out in Appendix A to the
Agency Agreement (as defined below) as modified and supplemented by the
information set out in the Pricing Supplement (the "Pricing
- ------------
<F4> Delete in the case of all Notes other than Notes denominated in
sterling.
<F5> Delete in the case of a Series of unlisted Notes or add reference to
other stock, if applicable.
B-23
<PAGE>
Supplement") (which is attached hereto) and, in the event of any conflict
between the provisions of the Conditions and the information set out in the
Pricing Supplement, the latter shall prevail. Words and expressions defined
in the Conditions and the Pricing Supplement and not otherwise defined herein
shall have the same meanings when used herein.
This Note is issued subject to, and with the benefit of, the Conditions
and an Amended and Restated Agency Agreement (the "Agency Agreement", which
expression shall be construed as a reference to that agreement as the same may
be amended or supplemented from time to time) dated July , 1994, between the
--
Company and The Chase Manhattan Bank, N.A. (the "Agent") and the other agents
named therein.
For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date] [Interest Payment Date
falling in the Redemption Month], or on such earlier date as the Notes may
become due and repayable in accordance with the Conditions, the amount payable
on redemption of this Note and to pay interest (if any) on the principal
amount of this Note calculated and payable as provided in the Conditions.
Title to this Note and to any Coupon, Talon or Receipt appertaining
hereto shall pass by delivery. The Company may treat the bearer hereof as the
absolute owner of this Note for all purposes (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or writing hereof or
notice of any previous loss or theft thereof).
[The Company has complied with its obligations under any rules (the
"listing rules") made under Section 142(6) of the Financial Services Act 1986
in respect of its debt securities listed on The International Stock Exchange
of the United Kingdom and the Republic of Ireland Limited. Since information
was last provided in compliance with those obligations, the Company, having
made all reasonable enquiries, has not become aware of any change in
circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations in respect hereof as
they fall due.]<F6>
This Note is governed by, and shall be construed in accordance with, the
laws of the State of New York, United States of America, applicable to
agreements made and to be performed wholly within such jurisdiction.
- --------------------
<F6> Delete in the case of all Notes other than Notes denominated in sterling
and listed on the London Stock Exchange.
B-24
<PAGE>
This Note may be duly executed on behalf of the Company by manual or
facsimile signature.
B-25
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Note to be duly executed
on its behalf.
Dated: TOYOTA MOTOR CREDIT CORPORATION
[SEAL] By:
---------------------------
John McGovern
Senior Vice President
FISCAL AGENT'S CERTIFICATE OF ATTEST:
AUTHENTICATION
This is one of the Notes
described in the within ---------------------------
mentioned Agency Agreement Wolfgang Jahn
Group Vice President
By or on behalf of
THE CHASE MANHATTAN BANK, N.A.
as Fiscal Agent
By:
---------------------------
(Authorized Signatory)
[REVERSE OF NOTE - TERMS AND CONDITIONS OF THE NOTES]
B-26
<PAGE>
PART 4
------
FORM OF COUPON
--------------
(Face of Coupon)
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
Part A
------
(Reverse of Coupon)
For Fixed Rate Notes:
- ---------------------
Coupon No. F
This Coupon is payable to bearer, separately Coupon for
negotiable and subject to the Terms and [ ]
Conditions of the Note to which it appertains due on
[ ]
[19[ ]/20[ ]]
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
--------------------------- ---------------------------
Authorized Officer Authorized Officer
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
B-27
<PAGE>
Part B
------
(Reverse of Coupon)
For Floating Rate, Dual Currency and Indexed Notes:
- --------------------------------------------------
Coupon No. F
Coupon for the amount due in accordance with Coupon due
the Terms and Conditions of the said Notes. in [ ]
This Coupon is payable to bearer, separately [19[ ]/20[ ]]
negotiable and subject to such Terms and
Conditions of the Note to which it appertains,
under which it may become void before its due
date.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
-------------------------- --------------------------
Authorized Officer Authorized Officer
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
B-28
<PAGE>
(Reverse of Coupon)
ISSUING AND PRINCIPAL PAYING AGENT
----------------------------------
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
PAYING AGENT
------------
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Company
and notice of which has been given to the Noteholders.
B-29
<PAGE>
(On the front)
PART 5
------
FORM OF RECEIPT
---------------
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A.)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
Receipt for the sum of [ ] being the instalment of principal payable in
accordance with the Terms and Conditions endorsed on the Note to which this
Receipt appertains (the "Conditions") on [ ].
This Receipt is issued subject to and in accordance with the Conditions which
shall be binding upon the holder of this Receipt (whether or not it is for the
time being attached to such Note) and is payable at the specified office of
any of the Paying Agents set out on the reverse of the Note to which this
Receipt appertains (and/or any other or further Paying Agents and/or specified
offices as may from time to time be duly appointed and notified to the
Noteholders).
B-30
<PAGE>
This Receipt must be represented for payment together with the Note to which
it appertains. The Company shall have no obligation in respect of any Receipt
presented without the Note to which it appertains or any unmatured Receipts.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
--------------------------- ---------------------------
Authorized Officer Authorized Officer
B-31
<PAGE>
PART 6
------
FORM OF TALON
-------------
(On the front)
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of California, U.S.A)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Serial No. [ ]
On and after [ ] further Coupons [and a further Talon] appertaining
to the Note to which this Talon appertains will be issued at the specified
office of any of the Paying Agents set out on the reverse hereof (and/or any
other or further Paying Agents and/or specified offices as may from time to
time be duly appointed and notified to the Noteholders) upon production and
surrender of this Talon.
This Talon may, in certain circumstances, become void under the Terms and
Conditions endorsed on the Notes to which this Talon appertains.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
--------------------------- ---------------------------
Authorized Officer Authorized Officer
B-32
<PAGE>
(Reverse of Talon)
ISSUING AND PRINCIPAL PAYING AGENT
----------------------------------
The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
PAYING AGENTS
-------------
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
and/or such other or further Agent and other or further Paying Agents and/or
specified offices as may from time to time be duly appointed by the Company
and notice of which has been given to the Noteholders.
B-33
<PAGE>
APPENDIX C
----------
FORM OF CALCULATION AGENCY AGREEMENT
------------------------------------
Dated , 1994
----------------------
TOYOTA MOTOR CREDIT CORPORATION
U.S.$6,500,000,000
EURO MEDIUM-TERM NOTES
-----------------------------------
CALCULATION AGENCY AGREEMENT
-----------------------------------
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
U.S.$6,500,000,000
EURO MEDIUM-TERM NOTES
----------------------
CALCULATION AGENCY AGREEMENT
----------------------------
THIS AGREEMENT is made on , 1994 BETWEEN:
--------
(1) TOYOTA MOTOR CREDIT CORPORATION of Torrance, California, U.S.A. (the
"Company"); and
(2) The Chase Manhattan Bank, N.A. (London Office) (the "Calculation Agent",
which expression shall include its successor or successors for the time
being as calculation agent hereunder).
WHEREAS:
- --------
(A) The Company has entered into a Euro Medium-Term Note Program Agreement
with Banque Paribas, CS First Boston Limited, J.P. Morgan Securities
Ltd., Lehman Brothers International (Europe), Merrill Lynch International
Limited, Merrill Lynch Finance S.A., Nomura International plc, Swiss Bank
Corporation and UBS Limited dated July 28, 1994, under which up to
U.S.$6,500,000,000 (or its equivalent in other currencies or currency
units) in aggregate principal amount of Notes ("Notes") may be issued.
(B) The Notes will be issued subject to and with the benefit of an Amended
and Restated Agency Agreement (the "Agency Agreement") dated July 28,
1994 and entered into between the Company and The Chase Manhattan Bank,
N.A. as Agent (the "Agent", which expression shall include its successor
or successors for the time being under the Agency Agreement) and the
other parties named therein.
NOW IT IS HEREBY AGREED that:
- -----------------------
(1) Appointment of the Calculation Agent
------------------------------------
The Company hereby appoints The Chase Manhattan Bank, N.A. (London
Office) as Calculation Agent in respect of the Notes listed in the
Schedule hereto which are for the time being outstanding (the "Relevant
Notes") for the purposes set out in Clause 2 below, all upon terms and
conditions hereinafter mentioned.
C-2
<PAGE>
(2) Duties of Calculation Agent
---------------------------
The Calculation Agent shall in relation to each series of Relevant Notes
(each a "Series") perform all the functions and duties imposed on the
Calculation Agent by the terms and conditions of the relevant Series (the
"Conditions").
(3) Expenses
---------
Except as provided in Clause 4 below, the Calculation Agent shall bear
all expenses incurred by it in connection with its said services.
(4) Indemnity
----------
(a) The Company shall indemnify and keep indemnified the Calculation Agent
against any losses, liabilities, reasonable costs, claims, actions or
demands which it may incur or which may be made against it (excluding
consequential losses and losses of profit) as a result of or in
connection with its appointment or the exercise of its powers and duties
under this Agreement except such as may result from its own willful
default, negligence or bad faith or that of its officers or employees or
any of them, or breach by it of the terms of this Agreement.
(b) The Calculation Agent shall indemnify the Company against any direct
loss, liability, cost, claim, action, demand or expense (including, but
not limited to, all reasonable costs, legal fees, charges and expenses
paid or incurred in disputing or defending any of the foregoing) which
the Company may incur or which may be made against it as a result of the
breach by the Calculation Agent of the terms of this agreement or its
willful default, negligence or bad faith or that of its officers,
directors or employees.
(5) Conditions of Appointment
--------------------------
(a) In acting hereunder in connection with the Relevant Notes, the
Calculation Agent shall not act as agent of the Company and shall not
thereby assume any obligations towards or relationship of agency or trust
for or with any of the owners or holders of the Relevant Notes or the
coupons (if any) appertaining thereto (the "Coupons").
(b) In relation to each Series, the Calculation Agent shall be obliged to
perform such duties and only such duties as are herein and in the
Conditions specifically set forth and no implied duties or obligations
shall be read into the Agreement or the Conditions against the
Calculation Agent.
C-3
<PAGE>
(c) The Calculation Agent may consult with legal and other professional
advisers and the opinion of such advisers shall be full and complete
protection in respect of any action taken, omitted or suffered hereunder
in good faith and in accordance with the opinion of such advisers.
(d) The Calculation Agent shall be protected and shall incur no liability for
or in respect of any action taken, omitted or suffered in reliance for or
in respect of any action taken, omitted or suffered in reliance upon any
instruction, request or order from the Company or the Agent, or any
notice, resolution, direction, consent, certificate, affidavit,
statement, cable, telex or other paper or document which it reasonably
believes, after making reasonable investigation of the same, to be
genuine and to have been delivered, signed or sent by the proper party or
parties or upon written instructions from the Company.
(e) The Calculation Agent, and any of its officers, directors and employees,
may become the owner of, or acquire any interest in, any Notes or Coupons
(if any) with the same rights that it or he or she would have if the
Calculation Agent were not appointed hereunder, and may engage or be
interested in any financial or other transaction with the Company and may
act on, or as depositary, trustee or agent for, any committee or body of
holders of Notes or Coupons (if any) or other obligations of the Company
as freely as if the Calculation Agent were not appointed hereunder.
(6) Termination of Appointment
--------------------------
(a) The Company may terminate the appointment of the Calculation Agent at any
time by giving to the Calculation Agent and the Agent at least 90 days
prior written notice to that effect, provided that, so long as any of the
Relevant Notes is outstanding, (i) such notice shall not expire less than
45 days before any date upon which any payment is due in respect of any
Relevant Notes and (ii) notice shall be given in accordance with
Condition 16 at least 30 days prior to any removal of the Calculation
Agent.
(b) Notwithstanding the provisions of sub-clause (a) above, if at any time
(i) the Calculation Agent becomes incapable of action, or is adjudged
bankrupt or insolvent, or files a voluntary petition in bankruptcy or
makes an assignment for the benefit of its creditors or consents to the
appointment of an administrator, liquidator or administrative or other
receiver of all or a substantial part of its property, or if an
administrator, liquidator or administrative or other receiver of it or of
all or a substantial part of its property is appointed, or it admits in
writing its inability
C-4
<PAGE>
to pay or meet its debts as they may become due or suspends payment
thereof or if any order of any court is entered approving any petition
filed by or against it under the provisions of any applicable bankruptcy
or insolvency law or if any public officer takes charge or control of the
Calculation Agent or of its property or affairs for the purpose of
rehabilitation, administration or liquidation or (ii) the Calculation
Agent fails duly to perform any function or duty imposed on it by the
Conditions and this Agreement, the Company may forthwith without notice
terminate the appointment of the Calculation Agent, in which event notice
thereof shall be given to the holders of the Relevant Notes in accordance
with Condition 16 of the Relevant Notes as soon as practicable
thereafter.
(c) The termination of the appointment pursuant to sub-clause (a) or (b)
above of the Calculation Agent hereunder shall not entitle the
Calculation Agent to any amount by way of compensation but will be
without prejudice to any amount then accrued and due.
(d) The Calculation Agent may resign its appointment hereunder at any time by
giving to the Company and the Agent at least 90 days prior written notice
to that effect. Following receipt of a notice of resignation from the
Calculation Agent, the Company shall promptly give notice thereof to the
holders of the Relevant Notes in accordance with Condition 16 of the
Relevant Notes.
(e) Notwithstanding the provisions of sub-clauses (a), (b) and (d) above, so
long as any of the Notes is outstanding, the termination of the
appointment of the Calculation Agent (whether by the Company or by the
resignation of the Calculation Agent) shall not be effective unless upon
the expiry of the relevant notice a successor Calculation Agent has been
appointed.
(f) Any successor Calculation Agent appointed hereunder shall execute and
deliver to its predecessor and the Company an instrument accepting
appointment hereunder, and thereupon such successor Calculation Agent,
without further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of
such predecessor with like effect as if originally named as the
Calculation Agent hereunder.
(g) If the appointment of the Calculation Agent hereunder is terminated
(whether by the Company or by the resignation of the Calculation Agent),
the Calculation Agent shall on the date of which such termination takes
effect deliver to the successor Calculation Agent all records concerning
the Notes
C-5
<PAGE>
maintained by it (except such documents and records as it is obliged by
law or regulation to retain or not to release), but shall have no other
duties or responsibilities hereunder.
(h) Any corporation into which the Calculation Agent for the time being may
be merged or converted or any corporation with which the Calculation
Agent may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall be a
party shall, to the extent permitted by applicable law, be the successor
Calculation Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto.
Notice of any such merger, conversion or consolidation shall forthwith be
given to the Company and the Agent.
(i) Upon the termination of the appointment of the Calculation Agent, the
Company shall make all reasonable efforts to appoint a further bank or
investment bank as successor Calculation Agent.
(7) Notices
-------
Any notice or communication given hereunder shall be sufficiently given
or served:
(a) if delivered in person to the relevant address specified below
and, if so delivered, shall be deemed to have been delivered at
time of receipt; or
(b) if sent by facsimile or telex to the relevant number specified
below, shall be deemed to have been delivered upon transmission
provided such transmission is confirmed by the answerback of the
recipient (in the case of telex) or when an acknowledgment of
receipt is received (in the case of facsimile):
The Company: TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue A105
Torrance, California 90509
Telephone No: (310) 787-6195
Fax No: (310) 787-6194
Attention: Funding Manager
The Agent: THE CHASE MANHATTAN BANK, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
C-6
<PAGE>
Telephone No: 0202 347430
Fax No: 0202 347438
Telex No: 8954681 CMB G
Attention: Manager, Corporate
Trust Operations
The Calculation Agent: THE CHASE MANHATTAN BANK, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London Ec2P 2HD
Telephone No: 0202 347430
Fax No: 0202 347438
Telex No: 8954681 CMB G
Attention: Manager, Corporate
Trust Operations
or to such other address and/or telex number of which notice in writing
has been given to the parties hereto in accordance with the provisions of
this Clause 7.
(8) The descriptive headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
(9) Counterparts
------------
This Agreement may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute one instrument.
(10) Governing Law
-------------
This Agreement is governed by, and shall be construed in accordance with,
the laws of the State of New York, United States of America, applicable to
agreements made and to be performed wholly within such jurisdiction.
C-7
<PAGE>
IN WITNESS WHEREOF, this Agreement has been entered into as of the day
and year first above written.
TOYOTA MOTOR CREDIT CORPORATION
BY:
---------------------------
Wolfgang Jahn
Vice President
THE CHASE MANHATTAN BANK, N.A.
BY:
---------------------------
C-8
<PAGE>
SCHEDULE OF RELEVANT NOTES
--------------------------
Annotation
by
Series Maturity Principal Calculation
Number Issue Date Date Amount Agent
- ---------------------------------------------------------------------------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
- ------ ---------- --------- --------- -----------
C-9
<PAGE>
APPENDIX D
----------
FORM OF OPERATING & ADMINISTRATIVE
PROCEDURES MEMORANDUM
----------------------------------
Purchasers must confirm all trades directly with Toyota Motor Credit
Corporation (the "Company") and the Agent.
RESPONSIBILITIES OF THE AGENT
-----------------------------
The Agent will be responsible for the following:
(i) preparing a Pricing Supplement (substantially in the form of Annex
D hereto) to the Offering Circular giving details of the Notes to
be issued;
(ii) in the case of Notes which are to be listed on a stock exchange
(the "relevant Stock Exchange"), distributing to the relevant
Stock Exchange such number of copies of the Pricing Supplement as
it may reasonably require;
(iii) providing to the German Central Bank, at the end of each calendar
month, information on the amount, interest rate and other terms of
each issue of Deutsche Mark denominated Notes during the month,
and such other information as the German Central Bank may require
from time to time; and
(iv) providing the Director du Tresor with notification of the amount,
interest rate and other terms of each issue of French Franc Notes
and such other information as the Director du Tresor may require
from time to time.
RESPONSIBILITIES OF THE LISTING AGENT OR LEAD MANAGER
-----------------------------------------------------
In the case of Notes to be listed on a Stock Exchange, the Listing Agent
or Lead Manager will be responsible for the following:
(i) For Notes (including French Franc Notes) to be listed on the Paris
Bourse, (a) obtaining the approval of the CBV to such listing,
(b) obtaining the approval of the COB to the Pricing Supplement
relating to such Notes and (c) publishing the notice legale
relating to such Notes in the BALO; and
(ii) in the case of all other Notes to be listed on a Stock Exchange,
ensuring compliance with the
D-1
<PAGE>
Listing Rules and obtaining all necessary approvals for listing
the Notes on the relevant Stock Exchange. The Company recognizes
with respect to this clause (ii) its continuing obligation so long
as any Notes under the Program are outstanding to apprise the
applicable Dealers of any material adverse change in its
consolidated financial position or its business operations.
SETTLEMENT
----------
The settlement procedures set out in Annex A shall apply to each issue of
Notes, unless otherwise agreed between the Company and the relevant
Purchaser(s); with issues of Dual Currency or Indexed Notes more time may
be felt to be required to settle documentation which is not specifically
included in the Agency Agreement.
A Trading Desk Information list is set out in Annex E.
D-2
<PAGE>
ANNEX A
-------
SETTLEMENT PROCEDURES*
----------------------
Day Latest Time Action
- --- ----------- ------
No later 4:00 p.m. The Company or its designated agent may agree
than issue to terms with one or more of the Purchasers
Date minus for the issue and purchase of Notes. Once
3 agreement is reached, the Company or its
designated agent telephones the Agent (to be
confirmed by the telex or facsimile referred
to below) to instruct it to prepare, complete,
authenticate and issue a Temporary Global Note
for each Series of Notes which are to be
purchased by the relevant Purchaser(s), giving
details of such Notes.
4:30 p.m. If a Purchaser has reached agreement with the
Company by telephone, such Purchaser confirms
the terms of the agreement to the Company by
telex or facsimile (substantially in the form
set out in Annex B) and copies the telex or
facsimile to the Agent. The details set out
in this telex or facsimile shall be conclusive
evidence of the agreement (except in the case
of manifest error).
5:00 p.m. The Company or its designated agent confirms
its instructions to the Agent (including, in
the case of Floating Rate Notes, for the
purposes of rate fixing) by tested telex or
facsimile (substantially in the form set out
in Annex C). The Company or its designated
agent also sends this telex or facsimile to
the relevant Purchaser.
The Agent telephones each of Euroclear and
Cedel with a request
- ------------
* In the case of a syndicated bond issue, certain of the Settlement
Procedures set forth below will be revised as appropriate.
D-3
<PAGE>
for a common code and
ISIN number, ifapplicable, for each Series of
Notes agreed to be issued, which Common
Code and ISIN numbers, if applicable, are
notified by the Agent by telephone to the
Company or its designated agent and each
Purchaser which has reached agreement with the
Issuer. The Agent also notifies the relevant
Stock Exchange by telex, facsimile or by hand
of the details of the Notes to be issued by
sending the Pricing Supplement to the relevant
Stock Exchange. The Agent also sends copies
of the Pricing Supplement to the Company.
Issue Date 3:00 p.m. In the case of Floating Rate Notes, the Agent
minus 2 notifies Euroclear, Cedel, the Company, the
relevant Purchaser(s) and the relevant Stock
Exchange by telex or facsimile of the interest
rate for the first interest period (if already
determined). Where the interest has not yet
been determined, this will be notified in
accordance with this paragraph as soon as it
has been determined.
The relevant Purchaser(s) instruct(s)
Euroclear and/or Cedel to debit its account
and pay the subscription price, against
delivery of the Notes, to the Agent's account
with Euroclear and/or Cedel on the Issue Date
and copies the instructions to the Agent.
Issue Date 3:00 p.m. The Agent prepares and authenticates a
minus 1 Temporary Global Note for each Series of Notes
which are to be purchased by the relevant
Purchaser(s) on the Issue Date. All Temporary
Global Notes are then delivered by the Agent
to a common depositary for Euroclear and Cedel
and instructions are given by the Agent to
Euroclear or, as the case may be, Cedel, to
credit the Notes represented by such Temporary
Global
D-4
<PAGE>
Notes to the Agent's distribution
account. The Agent further instructs
Euroclear or, as the case may be, Cedel to
debit from the distribution account the
principal amount of Notes of each Series which
each Purchaser has agreed to purchase and to
credit such principal amount to the account
of such Purchaser with Euroclear or Cedel
against payment to the account of the Agent
of the subscription price for the relevant
Notes for value on the Issue Date. The
Company, the Purchaser(s) and the Agent may
agree to arrange for "free delivery" to be
made through the relevant clearing system if
specified in the relevant Pricing Supplement.
Issue Date Euroclear and Cedel debit and credit accounts
in accordance with instructions received by
them.
The Agent pays to the Issuer the aggregate
subscription moneys received by it to such
account of the Company as shall have been
notified to the Agent from time to time.
On or sub- The Agent notifies the Company of the issue
sequent to of Notes giving details of each Temporary the
the Issue Global Note and the principal sum represented
Date thereby.
Explanatory Notes
-----------------
(a) Each day is a day on which banks and foreign exchange markets are open
for business in London, counted in reverse order from the proposed Issue
Date.
(b) The Issue Date must be a Business Day. For the purposes of this
Memorandum, "Business Day" means a day which is both:
a day (other than a Saturday or a Sunday) on which commercial
banks and foreign exchange markets are open for business in
London; and
either (1) in relation to Deposits denominated in a Specified
Currency other than ECU, a day on which commercial banks and
foreign exchange markets settle
D-5
<PAGE>
payments in the financial center of the country of the relevant
Specified Currency (if other than London) or (2) in relation to
Notes denominated in ECU, an ECU Settlement Day (as defined in
the 1991 ISDA Definitions, as amended and updated from time to
time, published by the International Swap and Derivatives
Association, Inc.).
(c) Times given are the approximate times for the taking of the action in
question and are references to London time. Such times can be modified
upon the mutual agreement of the Purchaser, the Agent and the Company.
(d) If at any time the Agent is notified by the Sponsor or the relevant Stock
Exchange that the listing of a Series of Notes has been refused or
otherwise will not take place, the Agent shall immediately notify the
Company, the Dealer and all the relevant Purchaser(s) (if not the
Dealer).
D-6
<PAGE>
ANNEX B
-------
FORM OF PURCHASER'S CONFIRMATION TO COMPANY
-------------------------------------------
To: TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Attention: Funding Manager
c.c. The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
Attention: Manager, Corporate Trust Operations
TOYOTA MOTOR CREDIT CORPORATION - EMTN Program
----------------------------------------------
We hereby confirm the following agreement for the issue to us of Notes:
(Terms used have the same meanings as set out in the Offering Circular).
[Include whichever of the following apply.]
1. Series no. and, if not a new
Series, the date from which the
Tranche being issued is to form a
single series with the other Notes
comprising the Series: [ ]
2. Specified Currency (or Currencies
in the case of Dual Currency
Notes): [ ]
3. Aggregate Principal Amount: [ ]
4. Interest/Payment Basis; and if [Fixed Rate/Floating Rate/
more than one, the dates during Zero Coupon/Index
which each Interest/Payment Basis Linked/Dual Currency]
will apply:
5. Issue Date: [ ]
D-7
<PAGE>
6. Specified Denomination(s):
[ ]
7. Issue Price: [ ]
8. Details relating to partly paid
Notes; amount of each payment
comprising the Issue Price and
date on which each payment is to
be made: [ ]
9. Interest Commencement Date: [ ]
10. Maturity Date (Fixed Rate, Zero
Coupon, Dual Currency and Indexed
Notes): [ ]
11. Redemption Month (Floating Rate Note): [month and year]
12. Final Redemption Amount: [ ]%
13. Installment Dates
(Installment Note): [ ]
14. Installment Amounts [ ]% per [ ]
(Installment Note): in principal amount
15. Fixed Rate of Interest (Fixed Rate
Note): [ ] per cent. per annum
16. Fixed Interest Date(s)
(Fixed Rate Note): [ ]
17. Initial Broken Amount [ ]% per [ ]
(Fixed Rate Note): in principal amount
18. Final Broken Amount (Fixed Rate
Note [ ]% per [ ]
in principal amount
19. Interest Period(s) or Specified [ ]
Interest Payment Dates (Floating
Rate Note):
20. Reset Date(s) (Floating Rate Note): [ ]
D-8
<PAGE>
21. Manner in which the Rate of
Interest is to be determined
(Floating Rate Note): [ ]
22. Spread/Margin (Floating Rate Note): [+/-][ ] percent per annum
23. Applicable "Interest Determination
Date" definition (if different from
that in Condition 4(b)(iv)(F)
(Floating Rate Note): [ ]
24. Applicable "Business Day Convention"
(if different from that in
Condition 4(b)(i)) (Floating Rate Note): [ ]
25. Applicable Reference Banks (if
different from that in Condition
4(b)(iv) (E)) (Floating Rate Note): [ ]
26. Minimum Rate of Interest (Floating
Rate Note): [ ] percent per annum
27. Maximum Rate of Interest (Floating
Rate Note): [ ] percent per annum
28. Agent responsible for determining
Rate of Interest (Floating Rate Note): [ ]
29. Accrual Yield (Zero Coupon Note): [ ] percent per annum
30. Reference Price (Zero Coupon Note): [ ]
31. Index (Indexed Notes): [give details]
32. Formula (Indexed Notes): [give details]
33. (a) Agent responsible for
calculating the principal/interest
due (Indexed Notes): [ ]
D-9
<PAGE>
(b) Provisions where calculation by
reference to Index and/or Formula
is impossible or impracticable: [ ]
34. (a) Rate(s) of Exchange/method of
calculating Rate(s) of Exchange
(Dual Currency Note): [give details]
(b) Agent, if any, responsible for
calculating the principal and/or
interest payable (Dual Currency
Note): [ ]
(c) Provisions where calculation
by reference to Rate(s) of Exchange
is impossible or impracticable
Dual Currency Note): [ ]
(d) Person at whose option any
Specified Currency or Currencies
is or are to be or may be payable
(Dual Currency Note): [ ]
35. Company's Optional Redemption -
[Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and method, if any, of calculation
of such amount(s) [ ]
(c) If redeemable in part,
i) Minimum Redemption Amount [ ]
ii) Higher Redemption Amount [ ]
36. Redemption at the option of the
Noteholders - [Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
D-10
<PAGE>
and/or method, if any, of
calculation of such amounts [ ]
37. Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the
method, if any, of calculating the
same (if required or if different
from that set out in Condition 5(f)): [ ]
38. Talons for future Coupons to be
attached to definitive Notes (and
dates on which such Talons mature): [Yes/No. If yes
give details]
39. Additional selling restrictions: [give details]
40. Other terms or special conditions: [ ]
41. The relevant Euroclear and Cedel
Common Code and ISIN Numbers: [ ]
42. Details of SICOVAM or any other
additional/alternative clearance
system approved by the Company and
the Agent: [ ]
43. Notes to be listed on the London
Stock Exchange, the Paris Bourse
or other stock exchange: [Yes (give details)/No]
44. Whether interests in the Temporary
Global Note are exchangeable for
interests in the Permanent Global
Note and/or Definitive Notes and
in the case of Definitive Notes,
the notice period required: [ ]
45. Method of Distribution [Syndicated/non-syndicated]
46. If syndicated, names of Managers
and, if non-syndicated, name of Dealer. [give details]
D-11
<PAGE>
47. Details of relevant stabilizing
manager, if any: [ ]
48. Cost, if any, to be borne by
Noteholder in connection with
exchanges for security printed
Definitive Notes: [ ]
49. Purchaser's account number with
[Euroclear/Cedel] to which the
Notes are to be credited: [ ]
50. Further Issues: [The Company may from time
to time without the
consent of the Noteholders
create and issue further
securities having the same
terms and conditions as
the Notes so that the same
shall be consolidated and
form a single series with
such Notes and references
in these conditions to
"Notes" shall be
considered accordingly.]
51. In the case of Notes listed on the
Paris Bourse:
(a) Number of Notes to be issued
in each Specified Denomination: [ ]
(b) SICOVAM number or, in the
case of Partly Paid Notes,
SICOVAM numbers, if any: [ ]
(c) Paying agent in France (if any): [name and address]
(d) (i) address in Paris where
documents incorporated by
reference (or otherwise to
be made available for inspection
may be inspected): [address]
D-12
<PAGE>
(e) Specialist broker:
(f) Responsibility statement for
Pricing Supplement, in the
required form duly completed
to meet listing requirements
on the Paris Bourse. [ ]
[Note: The following paragraph is to be added where the Purchaser is not the
Dealer under the Program Agreement.]
[In connection with our purchase of such Notes, we:
(i) agree with the Company, for itself and as agent for the Dealer (as
defined in the Amended and Restated Program Agreement (the "Program
Agreement") dated as of July , 1994 entered into in respect of
the above Program), that we will be bound by the provisions of the
Program Agreement (a copy of which has been supplied to us), with
the exception of Clauses 3 to 8 and 10 to 13 inclusive thereof,
as if we had been named as a Dealer therein; and
(ii) confirm that, where the Company authorizes us to provide copies of
documents and to make representations and statements in connection
with the issue of Notes, such authorization relates only to the
documents, statements and representations in Clause 8 of the
Program Agreement, subject to the limitations contained in that
Clause.]
[Name of Purchaser]
By:
---------------------------
(Authorized Signatory)
D-13
<PAGE>
ANNEX C
-------
FORM OF COMPANY'S CONFIRMATION TO AGENT AND PURCHASERS
------------------------------------------------------
[Date]
To: The Chase Manhattan Bank, N.A.
Woolgate House
Coleman Street
P.O. Box 16
London EC2P 2HD
Attention: Manager - Corporate Trust Operations]
and: [Name of Purchaser]
TOYOTA MOTOR CREDIT CORPORATION - EMTN Program
----------------------------------------------
We hereby confirm our telephone instruction to The Chase Manhattan Bank, N.A.,
as Agent, to prepare, complete, authenticate and issue Temporary Global Notes
in accordance with the terms of the Procedures Memorandum relating to the
above Program and to give instructions to Euroclear or Cedel as follows:
Credit account number [ ] of [name of Purchaser] with
[Euroclear/Cedel]* with the following Notes:
[Include whichever of the following apply]
1. Series no. and, if not a new
Series, the date from which the
Tranche being issued is to form a
single series with the other Notes
comprising the Series: [ ]
2. Specified Currency (or Currencies
in the case of Dual Currency Notes): [ ]
3. Aggregate Principal Amount: [ ]
4. Interest/Payment Basis; and if [Fixed Rate/Floating
more than one, the dates during Rate/Zero Coupon/Index
which each Interest/Payment Basis Linked/Dual Currency]
will apply:
D-14
<PAGE>
5. Issue Date: [ ]
6. Specified Denomination(s): [ ]
7. Issue Price: [ ]
8. Details relating to partly paid
Notes; amount of each payment
comprising the Issue Price and
date on which each payment is
to be made: [ ]
9. Interest Commencement Date: [ ]
10. Maturity Date (Fixed Rate, Zero
Coupon, Dual Currency and Indexed Notes): [ ]
11. Redemption Month (Floating Rate Note): [month and year]
12. Final Redemption Amount: [ ]%
13. Installment Dates
(Installment Note): [ ]
14. Installment Amounts
(Installment Note): [ ]% per [ ]
in principal amount
15. Fixed Rate of Interest (Fixed Rate
Note): [ ] per cent. per annum
16. Fixed Interest Date(s)
(Fixed Rate Note): [ ]
17. Initial Broken Amount
(Fixed Rate Note): [ ]% per [ ]
in principal amount
18. Final Broken Amount (Fixed Rate
Note): [ ]% per [ ]
in principal amount
19. Interest Period(s) or Specified
Interest Payment Dates (Floating
Rate Note): [ ]
20. Reset Date(s) (Floating Rate Note): [ ]
D-15
<PAGE>
21. Manner in which the Rate of
Interest is to be determined
(Floating Rate Note): [ ]
22. Spread/Margin (Floating Rate Note): [+/-][ ] per cent.
per annum
23. Applicable "Interest Determination
Date" definition (if different from
that in Condition 4(b)(iv)(F)
(Floating Rate Note): [ ]
24. Applicable "Business Day Convention"
(if different from that in Condition
4(b)(i)) (Floating Rate Note): [ ]
25. Applicable Reference Banks (if
different from that in Condition
4(b)(iv)(E)) (Floating Rate Note): [ ]
26. Minimum Rate of Interest (Floating
Rate Note): [ ] per cent. per annum
27. Maximum Rate of Interest (Floating
Rate Note): [ ] per cent. per annum
28. Agent responsible for determining
Rate of Interest (Floating Rate Note): [ ]
29. Accrual Yield (Zero Coupon Note): [ ] per cent. per annum
30. Reference Price (Zero Coupon Note): [ ]
31. Index (Indexed Notes): [ give details ]
32. Formula (Indexed Notes): [ give details ]
33. (a) Agent responsible for
calculating the principal/interest
due (Indexed Notes): [ ]
D-16
<PAGE>
(b) Provisions where calculation by
reference to Index and/or Formula
is impossible or impracticable: [ ]
34. (a) Rate(s) of Exchange/method of
calculating Rate(s) of Exchange
(Dual Currency Note): [ give details ]
(b) Agent, if any, responsible for
calculating the principal and/or
interest payable (Dual Currency Note): [ ]
(c) Provisions where calculation by
reference to Rate(s) of Exchange
is impossible or impracticable
(Dual Currency Note): [ ]
(d) Person at whose option any
Specified Currency or Currencies
is or are to be or may be payable
(Dual Currency Note): [ ]
35. Company's Optional Redemption -
[Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and method, if any, of calculation
of such amount(s) [ ]
(c) If redeemable in part,
(i) Minimum Redemption Amount [ ]
(ii) Higher Redemption Amount [ ]
36. Redemption at the option of the
Noteholders - [Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
D-17
<PAGE>
and/or method, if any, of calculation
of such amounts [ ]
37. Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the method,
if any, of calculating the same (if required
or if different from that set out in
Condition 5(f)): [ ]
38. Talons for future Coupons to be attached
to definitive Notes (and dates on which
such Talons mature): [Yes/No. If yes,
give details]
39. Additional selling restrictions: [ give details ]
40. Other terms or special conditions: [ ]
41. The relevant Euroclear and Cedel Common
Code and ISIN Numbers: [ ]
42. Details of SICOVAM or any other
additional/alternative clearance
system approved by the Company
and the Agent: [ ]
43. Notes to be listed on the London
Stock Exchange, the Paris Bourse or
other stock exchange: [Yes (give
details)/No]
44. Whether interests in the Temporary
Global Note are exchangeable for
interests in the Permanent Global
Note and/or Definitive Notes and
in the case of Definitive Notes,
the notice period required: [ ]
45. Method of Distribution [Syndicated/non-
syndicated]
46. If syndicated, names of Managers and,
if non-syndicated, name of Dealer. [give details]
D-18
<PAGE>
47. Details of relevant stabilizing manager,
if any: [ ]
48. Cost, if any, to be borne by Noteholder
in connection with exchanges for security
printed Definitive Notes: [ ]
49. Purchaser's account number with
[Euroclear/Cedel] to which the
Notes are to be credited: [ ]
50. Further Issues: [The Company may from
time to time without
the consent of the
Noteholders create and
issue further
securities having the
same terms and
conditions as the Notes
so that the same shall
be consolidated and
form a single service
with such Notes and
references in these
conditions to "Notes"
shall be considered
accordingly.]
51. In the case of Notes listed on the
Paris Bourse: [ ]
(a) Number of Notes to be issued
in each Specified Denomination:
(b) SICOVAM number or, in the case
of Partly Paid Notes, SICOVAM [ ]
numbers, if any:
(c) Paying agent in France (if any): [name and address]
(d) (i) address in Paris where documents
incorporated by reference (or otherwise
to be made available for inspection
may be inspected): [address]
D-19
<PAGE>
(e) Specialist broker:
(f) Responsibility statement for Pricing
Supplement, in the required form duly
completed to meet listing requirements
on the Paris Bourse.
D-20
<PAGE>
ANNEX D
-------
FORM OF PRICING SUPPLEMENT
---------------------------
(to be completed by the Agent)
[Date]
TOYOTA MOTOR CREDIT CORPORATION - EMTN Program
----------------------------------------------
We are instructed to confirm the following agreement for the issue of Notes:
[Include whichever of the following apply]
1. Series no. and, if not a new Series,
the date from which the Tranche being
issued is to form a single series with
the other Notes comprising the Series: [ ]
2. Specified Currency (or Currencies in
the case of Dual Currency Notes): [ ]
3. Aggregate Principal Amount: [ ]
4. Interest/Payment Basis; and if more
than one, the dates during which each
Interest/Payment Basis will apply: [Fixed Rate/Floating
Rate/Zero Coupon/Index
Linked/Dual Currency]
5. Issue Date: [ ]
6. Specified Denomination(s): [ ]
7. Issue Price: [ ]
8. Details relating to partly paid
Notes; amount of each payment
comprising the Issue Price and
date on which each payment is
to be made: [ ]
9. Interest Commencement Date: [ ]
10. Maturity Date (Fixed Rate, Zero
D-21
<PAGE>
Coupon, Dual Currency and Indexed
Notes): [ ]
11. Redemption Month (Floating Rate Note): [month and year]
12. Final Redemption Amount: [ ]%
13. Installment Dates
(Installment Note): [ ]
14. Installment Amounts
(Installment Note): [ ]% per [ ]
in principal amount
15. Fixed Rate of Interest (Fixed Rate
Note): [ ] per cent. per annum
16. Fixed Interest Date(s)
(Fixed Rate Note): [ ]
17. Initial Broken Amount
(Fixed Rate Note): [ ]% per [ ]
in principal amount in principal amount
18. Final Broken Amount (Fixed Rate
Note): [ ]% per [ ]
in principal amount
19. Interest Period(s) or Specified
Interest Payment Dates (Floating
Rate Note): [ ]
20. Reset Date(s) (Floating Rate Note): [ ]
21. Manner in which the Rate of
Interest is to be determined
(Floating Rate Note): [ ]
22. Spread/Margin (Floating Rate Note): [+/-][ ] per cent.
per annum
23. Applicable "Interest Determination
Date" definition (if different from
that in Condition 4(b)(iv)(F)
(Floating Rate Note): [ ]
24. Applicable "Business Day
D-22
<PAGE>
Convention" (if different from
that in Condition 4(b)(i))
(Floating Rate Note): [ ]
25. Applicable Reference Banks (if
different from that in Condition
4(b)(iv)(E)) (Floating Rate Note): [ ]
26. Minimum Rate of Interest (Floating
Rate Note): [ ] per cent. per annum
27. Maximum Rate of Interest (Floating
Rate Note): [ ] per cent. per annum
28. Agent responsible for determining
Rate of Interest (Floating Rate Note): [ ]
29. Accrual Yield (Zero Coupon Note): [ ] per cent. per annum
30. Reference Price (Zero Coupon Note): [ ]
31. Index (Indexed Notes): [ give details ]
32. Formula (Indexed Notes): [ give details ]
33. (a) Agent responsible for
calculating the
principal/interest
due (Indexed Notes): [ ]
(b) Provisions where calculation
by reference to Index and/or
Formula is impossible or
impracticable: [ ]
34. (a) Rate(s) of Exchange/method
of calculating Rate(s) of
Exchange (Dual Currency Note): [ give details ]
(b) Agent, if any, responsible for
calculating the principal and/or
interest payable (Dual Currency
Note): [ ]
(c) Provisions where calculation
by reference to Rate(s) of
Exchange is impossible or
D-23
<PAGE>
impracticable (Dual Currency Note): [ ]
(d) Person at whose option any
Specified Currency or
Currencies is or are to be or may
be payable (Dual Currency Note): [ ]
35. Company's Optional Redemption -
[Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and method, if any, of calculation
of such amount(s) [ ]
(c) If redeemable in part,
(i) Minimum Redemption Amount [ ]
(ii) Higher Redemption Amount [ ]
36. Redemption at the option of the
Noteholders - [Yes/No] if yes,
(a) Optional Redemption Date(s) [ ]
(b) Optional Redemption Amount(s)
and/or method, if any, of
calculation of such amounts [ ]
37. Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the
method, if any, of calculating the
same (if required or if different
from that set out in Condition 5(f)): [ ]
38. Talons for future Coupons to be
attached to definitive Notes (and
dates on which such Talons mature): [Yes/No. If yes,
give details]
39. Additional selling restrictions: [ give details ]
D-24
<PAGE>
40. Other terms or special conditions: [ ]
41. The relevant Euroclear and Cedel
Common Code and ISIN Numbers: [ ]
42. Details of SICOVAM or any other
additional/alternative clearance
system approved by the Company and
the Agent: [ ]
43. Notes to be listed on the London
Stock Exchange, the Paris Bourse or
other stock exchange: [Yes (give details)/No]
44. Whether interests in the Temporary
Global Note are exchangeable for
interests in the Permanent Global
Note and/or Definitive Notes and
in the case of Definitive Notes,
the notice period required: [ ]
45. Method of Distribution [Syndicated/non-
syndicated]
46. If syndicated, names of Managers
and, if non-syndicated, name of
Dealer. [give details]
47. Details of relevant stabilizing
manager, if any: [ ]
48. Cost, if any, to be borne by
Noteholder in connection with
exchanges for security printed
Definitive Notes: [ ]
49. Purchaser's account number with
[Euroclear/Cedel] to which the
Notes are to be credited: [ ]
50. Further Issues: [The Company may from
time to time without
the consent of the
Noteholders create and
issue further
securities having the
same terms and
D-25
<PAGE>
conditions as the Notes
so that the same shall
be consolidated and
form a single service
with such Notes and
references in these
conditions to "Notes"
shall be considered
accordingly.]
51. In the case of Notes listed on the
Paris Bourse:
(a) Number of Notes to be issued [ ]
in each Specified Denomination:
(b) SICOVAM number or, in the case
of Partly Paid Notes, SICOVAM [ ]
numbers, if any:
(c) Paying agent in France (if any): [name and address]
(d) (i) address in Paris where documents
incorporated by reference (or otherwise
to be made available for inspection
may be inspected): [address]
(e) Specialist broker:
(f) Responsibility statement for Pricing
Supplement, in the following form.
PERSONNES QUI ASSUMENT
LA RESPONSABILITE DE LA NOTE D'INFORMATION
COMPOSE DE LA PRESENTE NOTE D'OPERATION (PRICING SUPPLEMENT)
(DE LA NOTE D'OPERATION AYANT RECU DE LA COB LE
VISA NO. . . DU . . .)
ET DU DOCUMENT DE BASE (OFFERING CIRCULAR)
1. Au nom de l'emetteur
A la connaissance de l'emetteur, les donnees de la presente Note
d'Information sont conforme a la realite et ne comportent pas d'omission de
nature a en alterer la portee.
D-26
<PAGE>
Aucun element nouveau, (autres que ceux mentionnes dans la presente
Note d'Operation), intervenu depuis.
le , 1994, date du visa no. appose par la Commission des
--- --------- ---
Operations de Bourse sur le Document de Base (Prospectus).
(le [ ] date du visa no [ ]appose par la Commission des
---
Operations de Bourse sur la Note d'Information),
n'est susceptible d'affecter de maniere significative la situation financiere
de l'emetteur dans le contexte de la presente emission.
Toyota Motor Credit Corporation
(Name of relevant Dealer/lead manager/other Paris listing agent)
- -----------------------------
[Name and title of signatory]
2. Au nom de la banque presentatrice
Personne assumant la responsabilite de la Note d'Information, composee
du Document de Base, (de la Note d'Information . . .) et de la presente Note
d'Operation.
- -----------------------------
[Name and title of signatory]
(g) a statement that a notice legale in respect of the Prospectus has
been published in the Bulletin des Annonces Legales Obligatoires (BALO),
specifying the date of such publication and, in addition, a statement in
French in respect of the Pricing Supplement in the following form:
La notice legale sera publiee au Bulletin des Annonces Legales
Obligatoires (BALO) du (date). La presente "Note d'Information" ne peut etre
distribuee en France avant la date effective de cotation de l'emprunt a la
Bourse de Paris et la publicite legale au BALO, and
(h) the visa numbers allocated by the COB in respect of the
Prospectus and the Pricing Supplement:
D-27
<PAGE>
VISAS DE LA COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation a Paris des obligations, et par application des
articles 6 et 7 de l'ordonnance no. 67-833 du 28 septembre 1967, la Commission
des Operations de Bourse a enregistre le Document de Base sous le visa no. (*)
du (date) et a appose sur la presente "Note d'Information" la visa no. (*) du
(date).
- ---------------------------------------------------------------------------
Euroclear and Cedel Common Code: ISIN:
[SICOVAM Code (if applicable:]
- ----------------------------------------------------------------------------
The following information is to be included only in the version of the Pricing
Supplement which is submitted to the London Stock Exchange in the case of
Notes to be listed on such London Stock Exchange:
Application is hereby made to list this issue of Notes pursuant to the listing
of the U.S.$6,500,000,000 Euro Medium Term Note Programme of Toyota Motor
Credit Corporation (as from [insert date of or prior to settlement date for
the issue of the Notes]).
THE CHASE MANHATTAN BANK, N.A.
(as Agent)
By:
----------------------------
D-28
<PAGE>
ANNEX E
TRADING DESK INFORMATION
------------------------
The Company
-----------
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue A105
Torrance, California 90509
Telephone No: (310) 715-3700
Fax No: (310) 618-7804
Attention: Funding Manager
The Dealers
- -----------
BANQUE PARIBAS CS FIRST BOSTON LIMITED
33 Wigmore Street One Cabot Square
London W1H OBN London E14 4QJ
Telephone: 071 355 2000 Telephone: 010 516 4021
Telefax: 071 895 2555 Telefax: 010 516 3719
Telex: 296723 PBRCA Telex: 892132 CSFB G
Attention: Euro Medium Term Note Desk Attention: MTN Trading Desk
LEHMAN BROTHERS INTERNATIONAL (EUROPE) MERRILL LYNCH FINANCE S.A.
1 Broadgate 96 avenue d'Iena
London EC2M 7HA 75016 Paris, France
Telephone: 071 601 0011 Telephone: 331-4069
Telefax: 071 260 2999 Telefax: 605-985
Telex: 888881 SLHLOW G Telex: 33149520502
Attention: EMTN Trading Desk Attention: EMTN Trading and
Distribution Desk
MERRILL LYNCH INTERNATIONAL LIMITED J.P. MORGAN SECURITIES LTD.
Ropemaker Place 60 Victoria Embankment
25 Ropemaker Street London EC4Y 0JP
London EC2Y 9LY
Telephone: 071 867 3995 Telephone: 071 779 3469
Telefax: 071 867 4327 Telefax: 071 325 8255
Telex: 8811047 MERLYN G Telex: 8954804 MGLTD G
Attention: EMTN Trading and Attention: Euro Medium Term
Note
Distribution Desk
NOMURA INTERNATIONAL PLC SWISS BANK CORPORATION
Nomura House Swiss Bank House
1 St. Martin's-le-Grand 1 High Timber Street
London EC1A 4NP London EC4V 35B
Telephone: 071 936 2827 Telephone: 071 711 2479
Telefax: 071 583 1832 Telefax: 071 711 2411
Telex: 883119 NOMURA G Telex: 887434 SBCO G
Attention: Fixed Income Trading Attention: MTN Group
UBS LIMITED
100 Liverpool Street
London EC2M 2RH
Telephone: 071 901 4253
Telefax: 071 901 3795
Telex: 923333 UBSLTD G
Attention: Euro Medium Term Note Desk
D-29
<PAGE>
EXHIBIT 10.2(c)
AMENDMENT
TO FINANCIAL SERVICE AGREEMENT
This AMENDMENT TO FINANCIAL SERVICE AGREEMENT (this "Amendment") is
entered into as of March 1, 1994 between TOYOTA MOTOR CREDIT CORPORATION, a
California Corporation ("TMCC"), and WORLD OMNI FINANCIAL CORP., a Florida
Corporation ("WOFCO"), and is made with reference to the following facts:
RECITALS
A. TMCC and WOFCO are parties to that certain Financial Service
Agreement dated December 21, 1994, as amended from time to time (as amended,
the "Agreement"); and
B. TMCC and WOFCO desire to amend, effective as of the date hereof,
certain terms and provisions of the Agreement.
AGREEMENTS
NOW,THEREFORE, in consideration of the mutual covenants and agreements
herein contained and to induce the parties to enter into this Amendment, the
parties hereto agree as follows:
1. The fifth sentence of the third subparagraph of Paragraph 6(g) of
the Agreement is hereby amended in its entirety to read as follows:
"Rather, TMCC will pay to WOFCO a fee of $425.00 for each repossessed
vehicle sold during such month."
2. The first subparagraph of Paragraph 9(a) is hereby amended in its
entirety to read as follows:
"In consideration of the due performance by WOFCO of its duties and
obligations hereunder, TMCC will pay to WOFCO (which, except as otherwise
provided in Paragraph 9(b) hereof, shall constitute full compensation to WOFCO
for services under the Program) a fee of $106.00 for each Contract purchased
by TMCC during such month plus a fee of $7.00 per Contract serviced during
each month subsequent to the month in which purchased. The foregoing
compensation applicable to WOFCO shall be payable by TMCC monthly within ten
(10) business days after the receipt of an invoice therefor. TMCC shall
allocate to itself on a monthly basis and as a deduction from Profit of the
Program (as hereinafter defined) a fee of $.25 per Contract serviced during
each month in order to defray certain administrative costs which it will
experience with respect to such Contract."
3. The following language is hereby added to end of the last
sentence of Paragraph 9(b), subparagraph (ii):
<PAGE>
",plus the Cost of Equity Funds (as hereinafter defined) incurred in such
month."
4. Paragraph 9(b), subparagraph (vi) is hereby amended in its
entirety to read as follows:
"(vi) The term "Cost of Variable Rate Funds" shall mean, in respect to
any month, eight-ninths (8/9ths) of the average daily cash employed
for all Contracts serviced by WOFCO hereunder at any time during such
month, minus the average daily balance of Dedicated Fixed Rate Funds
outstanding during such month, times the "Variable Rate" (as
hereinafter defined) for such month in conjunction with the requirements
of this Agreement."
5. The following subparagraphs shall be added to Paragraph 9(b):
(viii) The term "Cost of Equity Funds" shall mean, in respect of any
month, one-ninth (1/9th) of the average daily cash employed for all
Contracts serviced by WOFCO hereunder at any time during such month
times the "Equity Fee" (as hereinafter defined), divided by 12 for such
month.
(ix) The "Equity Fee" shall be an annual fixed rate of 10.5%.
6. Paragraph 20 of the Agreement, in regard to the address for
notices to TMCC, is hereby amended to read as follows:
"Toyota Motor Credit Corporation
19001 S. Western Avenue
P. O. Box 2958
Torrance, CA 90509-2958
Attention: Wolfgang G. Jahn
Group Vice President"
7. Except as modified herein, the terms and conditions of the
Agreement remain unchanged. In the event of a conflict between the terms and
conditions of this Amendment and of the Agreement, the terms and conditions of
this amendment shall govern.
8. All capitalized terms used herein and not separately defined
shall have the meaning ascribed thereto in the Agreement.
TOYOTA MOTOR CREDIT WORLD OMNI FINANCIAL
CORPORATION, a California CORP., a Florida
corporation corporation
By /S/WOLFGANG G. JAHN By /S/MICHAEL NIXON
--------------------------- --------------------------
Wolfgang G. Jahn Michael Nixon
Group Vice President President
<PAGE>
EXHIBIT 10.10
THREE-YEAR
CREDIT AGREEMENT
dated as of
September 29, 1994
among
Toyota Motor Credit Corporation
The Banks Listed Herein
and
Morgan Guaranty Trust Company of New York,
as Agent
-------------
Bank of America National Trust & Savings Association,
The Bank of Tokyo, Ltd., The Chase Manhattan Bank N.A.,
Citicorp USA, Inc. and Credit Suisse,
Co-Agents
<PAGE>
TABLE OF CONTENTS*
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions.............................................. 1
SECTION 1.02. Accounting Terms and
Determinations........................................ 10
SECTION 1.03. Types of Borrowings...................................... 10
ARTICLE II
THE CREDITS
SECTION 2.01. Commitments to Lend...................................... 11
SECTION 2.02. Notice of Committed Borrowing............................ 11
SECTION 2.03. Money Market Borrowings.................................. 12
SECTION 2.04. Notice to Banks; Funding of Loans........................ 16
SECTION 2.05. Notes.................................................... 17
SECTION 2.06. Maturity of Loans........................................ 17
SECTION 2.07. Interest Rates........................................... 18
SECTION 2.08. Facility Fee............................................. 21
SECTION 2.09. Optional Termination or Reduction
of Commitments........................................ 22
SECTION 2.10. Scheduled Termination of
Commitments........................................... 22
SECTION 2.11. Optional Prepayments..................................... 22
SECTION 2.12. General Provisions as to Payments........................ 23
SECTION 2.13. Funding Losses........................................... 24
SECTION 2.14. Computation of Interest and Fees......................... 24
ARTICLE III
CONDITIONS
SECTION 3.01 Effectiveness.. ......................................... 24
SECTION 3.02. Borrowings............................................... 26
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Corporate Existence and Power............................ 26
SECTION 4.02. Corporate and Governmental
Authorization; No Contravention....................... 26
- ---------------
*The Table of Contents is not a part of this Agreement
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Page
----
SECTION 4.03. Binding Effect........................................... 27
SECTION 4.04. Financial Information.................................... 27
SECTION 4.05. Litigation............................................... 28
SECTION 4.06. Compliance with ERISA.................................... 28
SECTION 4.07. Environmental Matters.................................... 28
SECTION 4.08. Taxes.................................................... 28
SECTION 4.09. Subsidiaries............................................. 29
SECTION 4.10. Not an Investment Company................................ 29
SECTION 4.11. Full Disclosure.......................................... 29
ARTICLE V
COVENANTS
SECTION 5.01. Information.............................................. 29
SECTION 5.02. Maintenance of Property;
Insurance............................................. 31
SECTION 5.03. Conduct of Business and Maintenance
of Existence. .........................................31
SECTION 5.04. Compliance with Laws..................................... 32
SECTION 5.05. Negative Pledge.......................................... 32
SECTION 5.06. Consolidations, Mergers and Sales
of Assets............................................. 34
SECTION 5.07. Use of Proceeds.......................................... 35
ARTICLE VI
DEFAULTS
SECTION 6.01. Events of Default........................................ 36
SECTION 6.02. Notice of Default........................................ 38
ARTICLE VII
THE AGENT
SECTION 7.01. Appointment and
Authorization......................................... 38
SECTION 7.02. Agent and Affiliates..................................... 38
SECTION 7.03. Action by Agent.......................................... 39
SECTION 7.04. Consultation with Experts................................ 39
SECTION 7.05. Liability of Agent....................................... 39
SECTION 7.06. Indemnification.......................................... 39
SECTION 7.07. Credit Decision.......................................... 40
SECTION 7.08. Successor Agent.......................................... 40
SECTION 7.09. Agent's Fee.............................................. 40
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ARTICLE VIII
CHANGE IN CIRCUMSTANCES
Page
----
SECTION 8.01. Basis for Determining Interest Rate
Inadequate or Unfair...................................41
SECTION 8.02. Illegality............................................... 41
SECTION 8.03. Increased Cost and Reduced Return........................ 42
SECTION 8.04. Taxes.................................................... 44
SECTION 8.05. Base Rate Loans Substituted for
Affected Fixed Rate Loans............................. 46
SECTION 8.06. Substitution of Bank..................................... 46
SECTION 8.07. Consultation............................................. 47
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. Notices.................................................. 47
SECTION 9.02. No Waivers............................................... 47
SECTION 9.03. Expenses; Indemnification................................ 48
SECTION 9.04. Sharing of Set-Offs...................................... 49
SECTION 9.05. Amendments and Waivers................................... 49
SECTION 9.06. Successors and Assigns................................... 50
SECTION 9.07. Collateral............................................... 51
SECTION 9.08. Governing Law; Submission to
Jurisdiction.......................................... 52
SECTION 9.09. Counterparts; Integration................................ 52
SECTION 9.10. WAIVER OF JURY TRIAL..................................... 52
Schedule I - Designated Credit Facilities
Exhibit A - Note
Exhibit B - Money Market Quote Request
Exhibit C - Invitation for Money Market Quotes
Exhibit D - Money Market Quote
Exhibit E - Opinion of Counsel for the Borrower
Exhibit F - Opinion of Special Counsel for the Agent
Exhibit G - Assignment and Assumption Agreement
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<PAGE>
THREE-YEAR CREDIT AGREEMENT
AGREEMENT dated as of September 29, 1994 among TOYOTA MOTOR CREDIT
CORPORATION, the BANKS listed on the signature pages hereof and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Agent.
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINITIONS. The following terms, as used herein, have
the following meanings:
"Absolute Rate Auction" means a solicitation of Money Market Quotes
setting forth Money Market Absolute Rates pursuant to Section 2.03.
"Adjusted CD Rate" has the meaning set forth in Section 2.07(b).
"Adjusted London Interbank Offered Rate" has the meaning set forth in
Section 2.07(c).
"Administrative Questionnaire" means, with respect to each Bank, an
administrative questionnaire in the form prepared by the Agent and submitted
to the Agent (with a copy to the Borrower) duly completed by such Bank.
"Agent" means Morgan Guaranty Trust Company of New York in its capacity
as agent for the Banks hereunder, and its successors in such capacity.
"Applicable Lending Office" means, with respect to any Bank, (i) in the
case of its Domestic Loans, its Domestic Lending Office, (ii) in the case of
its Euro-Dollar Loans, its Euro-Dollar Lending Office and (iii) in the case of
its Money Market Loans, its Money Market Lending Office.
"Assessment Rate" has the meaning set forth in Section 2.07(b).
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"Assignee" has the meaning set forth in Section 9.06(c).
"Bank" means each bank listed on the signature pages hereof, each
Assignee which becomes a Bank pursuant to Section 9.06(c), and their
respective successors.
"Base Rate" means, for any day, a rate per annum equal to the higher of
(i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus the Federal
Funds Rate for such day.
"Base Rate Loan" means a Committed Loan to be made by a Bank as a Base
Rate Loan in accordance with the applicable Notice of Committed Borrowing or
pursuant to Article VIII.
"Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer
Plan and which is maintained or otherwise contributed to by any member of the
ERISA Group.
"Borrower" means Toyota Motor Credit Corporation, a California
corporation, and its successors.
"Borrower's 1993 Form 10-K" means the Borrower's annual report on Form
10-K for 1993, as filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934.
"Borrower's Latest Form 10-Q" means the Borrower's quarterly report on
Form 10-Q for the quarter ended June 30, 1994, as filed with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934.
"Borrowing" has the meaning set forth in Section 1.03.
"CD Base Rate" has the meaning set forth in Section 2.07(b).
"CD Loan" means a Committed Loan to be made by a Bank as a CD Loan in
accordance with the applicable Notice of Committed Borrowing.
"CD Margin" has the meaning set forth in Section 2.07(b).
"CD Reference Banks" means Credit Suisse, Deutsche Bank AG and Morgan
Guaranty Trust Company of New York.
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"Commitment" means, with respect to each Bank, the amount set forth
opposite the name of such Bank on the signature pages hereof, as such amount
may be reduced from time to time pursuant to Section 2.09.
"Committed Loan" means a loan made by a Bank pursuant to Section 2.01.
"Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which would be consolidated with those of the Borrower
in its consolidated financial statements if such statements were prepared as
of such date.
"Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.
"Designated Credit Facility" means a credit facility identified on
Schedule I hereto.
"Domestic Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in New York City are authorized by law to close.
"Domestic Lending Office" means, as to each Bank, its office located at
its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Domestic Lending Office) or such other
office as such Bank may hereafter designate as its Domestic Lending Office by
notice to the Borrower and the Agent; PROVIDED that any Bank may so designate
separate Domestic Lending Offices for its Base Rate Loans, on the one hand,
and its CD Loans, on the other hand, in which case all references herein to
the Domestic Lending Office of such Bank shall be deemed to refer to either or
both of such offices, as the context may require.
"Domestic Loans" means CD Loans or Base Rate Loans or both.
"Domestic Reserve Percentage" has the meaning set forth in Section
2.07(b).
"Effective Date" means the date this Agreement becomes effective in
accordance with Section 3.01.
"Environmental Laws" means any and all federal, state, local and foreign
statutes, laws, judicial decisions, regulations, ordinances, rules, judgments,
orders, decrees,
3
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plans, injunctions, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to the environment,
the effect of the environment on human health or to emissions, discharges or
releases of pollutants, contaminants, hazardous substances or wastes into the
environment including, without limitation, ambient air, surface water, ground
water, or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
pollutants, contaminants, hazardous substances or wastes or the clean-up or
other remediation thereof.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.
"ERISA Group" means the Borrower, any Subsidiary and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control which, together with the Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.
"Euro-Dollar Business Day" means any Domestic Business Day on which
commercial banks are open for international business (including dealings in
dollar deposits) in London.
"Euro-Dollar Lending Office" means, as to
each Bank, its office, branch or affiliate located at
its address set forth in its Administrative Questionnaire (or identified in
its Administrative Questionnaire as its Euro-Dollar Lending Office) or such
other office, branch or affiliate of such Bank as it may hereafter designate
as its Euro-Dollar Lending Office by notice to the Borrower and the Agent.
"Euro-Dollar Loan" means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.
"Euro-Dollar Margin" has the meaning set forth in Section 2.07(c).
"Euro-Dollar Reference Banks" means the principal London offices of
Credit Suisse, Deutsche Bank AG and Morgan Guaranty Trust Company of New York.
"Euro-Dollar Reserve Percentage" has the meaning set forth in Section
2.07(c).
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"Event of Default" has the meaning set forth in Section 6.01.
"Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, PROVIDED that (i) if such day is not a Domestic
Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Domestic Business Day as so published on
the next succeeding Domestic Business Day, and (ii) if no such rate is so
published on such next succeeding Domestic Business Day, the Federal Funds
Rate for such day shall be the average rate quoted to Morgan Guaranty Trust
Company of New York on such day on such transactions as determined by the
Agent.
"Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or Money Market
Loans (excluding Money Market LIBOR Loans bearing interest at the Base Rate
pursuant to Section 8.01(a)) or any combination of the foregoing.
"Indemnitee" has the meaning set forth in Section 9.03(b).
"Interest Period" means: (1) with respect to each Euro-Dollar Borrowing,
the period commencing on the date of such Borrowing and ending one, two, three
or six months thereafter, as the Borrower may elect in the applicable Notice
of Borrowing; PROVIDED that:
(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall, subject to clause (c) below, be
extended to the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Euro-Dollar
Business Day;
(b) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clause (c) below, end on the last
Euro-Dollar Business Day of a calendar month; and
5
<PAGE>
(c) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.
(2) with respect to each CD Borrowing, the period commencing on the date of
such Borrowing and ending 30, 60, 90 or 180 days thereafter, as the Borrower
may elect in the applicable Notice of Borrowing; PROVIDED that:
(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall, subject to clause (b) below, be
extended to the next succeeding Euro-Dollar Business Day; and
(b) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.
(3) with respect to each Base Rate Borrowing, the period commencing on the
date of such Borrowing and ending 30 days thereafter; PROVIDED that:
(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall, subject to clause (b) below, be
extended to the next succeeding Euro-Dollar Business Day; and
(b) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.
(4) with respect to each Money Market LIBOR Borrowing, the period commencing
on the date of such Borrowing and ending such whole number of months
thereafter as the Borrower may elect in accordance with Section 2.03; PROVIDED
that:
(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall, subject to clause (c) below, be
extended to the next succeeding Euro-Dollar Business Day unless such
Euro-Dollar Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Euro-Dollar
Business Day;
(b) any Interest Period which begins on the last Euro-Dollar
Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such
Interest Period) shall, subject to clause (c) below, end on the last
Euro-Dollar Business Day of a calendar month; and
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(c) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.
(5) with respect to each Money Market Absolute Rate Borrowing, the period
commencing on the date of such Borrowing and ending such number of days
thereafter (but not less than 14 days) as the Borrower may elect in accordance
with Section 2.03; PROVIDED that:
(a) any Interest Period which would otherwise end on a day which
is not a Euro-Dollar Business Day shall, subject to clause (b) below, be
extended to the next succeeding Euro-Dollar Business Day; and
(b) any Interest Period which would otherwise end after the
Termination Date shall end on the Termination Date.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended, or any successor statute.
"LIBOR Auction" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the London Interbank Offered Rate pursuant to
Section 2.03.
"Loan" means a Domestic Loan or a Euro-Dollar Loan or a Money Market Loan
and "Loans" means Domestic Loans or Euro-Dollar Loans or Money Market Loans or
any combination of the foregoing.
"London Interbank Offered Rate" has the meaning set forth in Section
2.07(c).
"Material Plan" means at any time a Plan or Plans having aggregate
Unfunded Liabilities in excess of $25,000,000.
"Money Market Absolute Rate" has the meaning set forth in Section
2.03(d).
"Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.
"Money Market Lending Office" means, as to each Bank, its Domestic
Lending Office or such other office, branch or affiliate of such Bank as it
may hereafter designate as its Money Market Lending Office by notice to the
Borrower and the Agent; PROVIDED that any Bank may from time to time by notice
to the Borrower and the Agent designate separate Money Market Lending Offices
for its
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Money Market LIBOR Loans, on the one hand, and its Money Market Absolute Rate
Loans, on the other hand, in which case all references herein to the Money
Market Lending Office of such Bank shall be deemed to refer to either or both
of such offices, as the context may require.
"Money Market LIBOR Loan" means a loan to be made by a Bank pursuant to a
LIBOR Auction (including such a loan bearing interest at the Base Rate
pursuant to Section 8.01(a)).
"Money Market Loan" means a Money Market LIBOR Loan or a Money Market
Absolute Rate Loan.
"Money Market Margin" has the meaning set forth in Section 2.03(d).
"Money Market Quote" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.03.
"Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions, including for
these purposes any Person which ceased to be a member of the ERISA Group
during such five year period.
"Notes" means promissory notes of the Borrower, substantially in the form
of Exhibit A hereto, evidencing the obligation of the Borrower to repay the
Loans, and "Note" means any one of such promissory notes issued hereunder.
"Notice of Borrowing" means a Notice of Committed Borrowing (as defined
in Section 2.02) or a Notice of Money Market Borrowing (as defined in Section
2.03(f)).
"Parent" means, with respect to any Bank, any Person controlling such
Bank.
"Participant" has the meaning set forth in Section 9.06(b).
"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.
"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or
8
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organization, including a government or political subdivision or an agency or
instrumentality thereof.
"Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Internal Revenue Code and
either (i) is maintained, or contributed to, by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time within
the preceding five years been maintained, or contributed to, by any Person
which was at such time a member of the ERISA Group for employees of any Person
which was at such time a member of the ERISA Group.
"Prime Rate" means the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York in New York City from time to time as its
Prime Rate.
"Reference Banks" means the CD Reference Banks or the Euro-Dollar
Reference Banks, as the context may require, and "Reference Bank" means any
one of such Reference Banks.
"Refunding Borrowing" means a Committed Borrowing which, after
application of the proceeds thereof, results in no net increase in the
outstanding principal amount of Committed Loans made by any Bank.
"Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.
"Regulatory Change" has the meaning set forth in Section 8.03(a).
"Required Banks" means at any time Banks having at least 66 2/3% of the
aggregate amount of the Commitments or, if the Commitments shall have been
terminated, holding Notes evidencing at least 66 2/3% of the aggregate unpaid
principal amount of the Loans.
"Significant Subsidiary" means any Subsidiary which would meet the
definition of "Significant Subsidiary" contained in Regulation S-X (or similar
successor provision) of the Securities and Exchange Commission.
"Subsidiary" means, as to any Person, any corporation or other entity of
which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions are at the time directly or
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indirectly owned by such Person; unless otherwise specified, "Subsidiary"
means a Subsidiary of the Borrower.
"Termination Date" means September 29, 1997 or, if such day is not a
Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.
"TMC Consolidated Subsidiary" means at any date a Subsidiary or other
entity the accounts of which would be consolidated with those of Toyota Motor
Corporation in its consolidated financial statements if such statements were
prepared as of such date.
"Unfunded Liabilities" means, with respect to any Plan at any time, the
amount (if any) by which (i) the value of all benefit liabilities under such
Plan, determined on a plan termination basis using the assumptions prescribed
by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the fair
market value of all Plan assets allocable to such liabilities under Title IV
of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA
Group to the PBGC or any other Person under Title IV of ERISA.
"United States" means the United States of America, including the States
and the District of Columbia, but excluding its territories and possessions.
SECTION 1.02. ACCOUNTING TERMS AND DETERMINATIONS. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial
statements required to be delivered hereunder shall be prepared in accordance
with generally accepted accounting principles as in effect from time to time,
applied on a basis consistent (except for changes concurred in by the
Borrower's independent public accountants) with the most recent audited
consolidated financial statements of the Borrower and its Consolidated
Subsidiaries delivered to the Banks.
SECTION 1.03. TYPES OF BORROWINGS. The term "Borrowing" denotes the
aggregation of Loans of one or more Banks to be made to the Borrower pursuant
to Article II on a single date and for a single Interest Period. Borrowings
are classified for purposes of this Agreement either by reference to the
pricing of Loans comprising such Borrowing (e.g., a "Euro-Dollar Borrowing" is
a Borrowing comprised of Euro-Dollar Loans) or by reference to the provisions
of
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Article II under which participation therein is determined (i.e., a "Committed
Borrowing" is a Borrowing under Section 2.01 in which all Banks participate in
proportion to their Commitments, while a "Money Market Borrowing" is a
Borrowing under Section 2.03 in which the Bank participants are determined on
the basis of their bids in accordance therewith).
ARTICLE II
THE CREDITS
SECTION 2.01. COMMITMENTS TO LEND. From time to time prior to the
Termination Date, each Bank severally agrees, on the terms and conditions set
forth in this Agreement, to make loans to the Borrower pursuant to this
Section from time to time in amounts such that the aggregate principal amount
of Committed Loans by such Bank at any one time outstanding shall not exceed
the amount of its Commitment. Each Borrowing under this Section shall be in
an aggregate principal amount of $50,000,000 or any larger multiple of
$5,000,000 (except that any such Borrowing may be in the aggregate amount
available in accordance with Section 3.02(b)) and shall be made from the
several Banks ratably in proportion to their respective Commitments. Within
the foregoing limits, the Borrower may borrow under this Section, repay, or to
the extent permitted by Section 2.11, prepay Loans and reborrow at any time
prior to the Termination Date under this Section.
SECTION 2.02. NOTICE OF COMMITTED BORROWING. The Borrower shall give
the Agent notice (a "Notice of Committed Borrowing") not later than 10:30 A.M.
(New York City time) on (x) the date of each Base Rate Borrowing, (y) the
second Domestic Business Day before each CD Borrowing and (z) the third
Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying:
(a) the date of such Borrowing, which shall be a Domestic Business
Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in
the case of a Euro-Dollar Borrowing,
(b) the aggregate amount of such Borrowing,
(c) whether the Loans comprising such Borrowing are to be CD
Loans, Base Rate Loans or Euro-Dollar Loans, and
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(d) in the case of a Fixed Rate Borrowing, the duration of the
Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period.
SECTION 2.03. MONEY MARKET BORROWINGS.
(a) The MONEY MARKET OPTION. In addition to Committed Borrowings
pursuant to Section 2.01, the Borrower may, as set forth in this Section,
request the Banks prior to the Termination Date to make offers to make Money
Market Loans to the Borrower. The Banks may, but shall have no obligation to,
make such offers and the Borrower may, but shall have no obligation to, accept
any such offers in the manner set forth in this Section.
(b) MONEY MARKET QUOTE REQUEST. When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Agent by telex or facsimile transmission a Money Market Quote Request
substantially in the form of Exhibit B hereto so as to be received no later
than 10:30 A.M. (New York City time) on (x) the fourth Euro-Dollar Business
Day prior to the date of Borrowing proposed therein, in the case of a LIBOR
Auction or (y) the Domestic Business Day next preceding the date of Borrowing
proposed therein, in the case of an Absolute Rate Auction (or, in either case,
such other time or date as the Borrower and the Agent shall have mutually
agreed and shall have notified to the Banks not later than the date of the
Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective) specifying:
(i) the proposed date of Borrowing, which shall be a Euro-Dollar
Business Day in the case of a LIBOR Auction or a Domestic Business Day in the
case of an Absolute Rate Auction,
(ii) the aggregate amount of such Borrowing, which shall be $50,000,000
or a larger multiple of $5,000,000,
(iii) the duration of the Interest Period applicable thereto, subject to
the provisions of the definition of Interest Period, and
(iv) whether the Money Market Quotes requested are to set forth a Money
Market Margin or a Money Market Absolute Rate.
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The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request. No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Agent may agree) of any other Money
Market Quote Request.
(c) INVITATION FOR MONEY MARKET QUOTES. Promptly upon receipt of a
Money Market Quote Request, the Agent shall send to the Banks by telex or
facsimile transmission an Invitation for Money Market Quotes substantially in
the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance
with this Section.
(d) SUBMISSION AND CONTENTS OF MONEY MARKET QUOTES. (i) Each Bank may
submit a Money Market Quote containing an offer or offers to make Money Market
Loans in response to any Invitation for Money Market Quotes. Each Money
Market Quote must comply with the requirements of this subsection (d) and must
be submitted to the Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 9.01 not later than (x) 4:00 P.M. (New
York City time) on the fourth Euro-Dollar Business Day prior to the proposed
date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M. (New York
City time) on the proposed date of Borrowing, in the case of an Absolute Rate
Auction (or, in either case, such other time or date as the Borrower and the
Agent shall have mutually agreed and shall have notified to the Banks not
later than the date of the Money Market Quote Request for the first LIBOR
Auction or Absolute Rate Auction for which such change is to be effective);
PROVIDED that Money Market Quotes submitted by the Agent (or any affiliate of
the Agent) in the capacity of a Bank may be submitted, and may only be
submitted, if the Agent or such affiliate notifies the Borrower of the terms
of the offer or offers contained therein not later than 15 minutes prior to
the deadline for the other Banks. Subject to Articles III and VI, any Money
Market Quote so made shall be irrevocable except with the written consent of
the Agent given on the instructions of the Borrower.
(ii) Each Money Market Quote shall be in substantially the form of
Exhibit D hereto and shall in any case specify:
(A) the proposed date of Borrowing,
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(B) the principal amount of the Money Market Loan for which each
such offer is being made, which principal amount (w) may be greater than
or less than the Commitment of the quoting Bank, (x) must be $5,000,000
or a larger multiple of $1,000,000, (y) may not exceed the principal
amount of Money Market Loans for which offers were requested and (z) may
be subject to an aggregate limitation as to the principal amount of
Money Market Loans for which offers being made by such quoting Bank may
be accepted,
(C) in the case of a LIBOR Auction, the margin above or below the
applicable London Interbank Offered Rate (the "Money Market Margin")
offered for each such Money Market Loan, expressed as a percentage
(specified to the nearest 1/10,000th of 1%) to be added to or subtracted
from such base rate,
(D) in the case of an Absolute Rate Auction, the rate of interest
per annum (specified to the nearest 1/10,000th of 1%) (the "Money Market
Absolute Rate") offered for each such Money Market Loan, and
(E) the identity of the quoting Bank.
A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.
(iii) Any Money Market Quote shall be disregarded if it:
(A) is not substantially in conformity with Exhibit D hereto or does not
specify all of the information required by subsection (d)(ii);
(B) contains qualifying, conditional or similar language;
(C) proposes terms other than or in addition to those set forth in the
applicable Invitation for Money Market Quotes; or
(D) arrives after the time set forth in subsection (d)(i).
(e) NOTICE TO BORROWER. The Agent shall promptly notify the Borrower of
the terms (x) of any Money Market Quote submitted by a Bank that is in
accordance with subsection (d) and (y) of any Money Market Quote that
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amends, modifies or is otherwise inconsistent with a previous Money Market
Quote submitted by such Bank with respect to the same Money Market Quote
Request. Any such subsequent Money Market Quote shall be disregarded by the
Agent unless such subsequent Money Market Quote is submitted solely to correct
a manifest error in such former Money Market Quote. The Agent's notice to the
Borrower shall specify (A) the aggregate principal amount of Money Market
Loans for which offers have been received for each Interest Period specified
in the related Money Market Quote Request, (B) the respective principal
amounts and Money Market Margins or Money Market Absolute Rates, as the case
may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.
(f) ACCEPTANCE AND NOTICE BY BORROWER. Not later than 10:30 A.M. (New
York City time) on (x) the third Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed
date of Borrowing, in the case of an Absolute Rate Auction (or, in either
case, such other time or date as the Borrower and the Agent shall have
mutually agreed and shall have notified to the Banks not later than the date
of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate
Auction for which such change is to be effective), the Borrower shall notify
the Agent of its acceptance or non-acceptance of the offers so notified to it
pursuant to subsection (e). In the case of acceptance, such notice (a "Notice
of Money Market Borrowing") shall specify the aggregate principal amount of
offers for each Interest Period that are accepted. The Borrower may accept
any Money Market Quote in whole or in part; PROVIDED that:
(i) the aggregate principal amount of each Money Market Borrowing
may not exceed the applicable amount set forth in the related Money
Market Quote Request,
(ii) the principal amount of each Money Market Borrowing must be
$50,000,000 or a larger multiple of $5,000,000, and
(iii) acceptance of offers may only be made on the basis of
ascending Money Market Margins or Money Market Absolute Rates, as the
case may be.
(g) ALLOCATION BY AGENT. If offers are made by two or more Banks with
the same Money Market Margins or Money Market Absolute Rates, as the case may
be, for a greater aggregate principal amount than the amount in respect of
which such offers are accepted for the related
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Interest Period, the principal amount of Money Market Loans in respect of
which such offers are accepted shall be allocated by the Agent among such
Banks as nearly as possible (in multiples of $1,000,000, as the Agent may deem
appropriate) in proportion to the aggregate principal amounts of such offers.
Determinations by the Agent of the amounts of Money Market Loans shall be
conclusive in the absence of manifest error.
SECTION 2.04. NOTICE TO BANKS; FUNDING OF LOANS.
(a) Upon receipt of a Notice of Borrowing, the Agent shall promptly
notify each Bank of the contents thereof and of such Bank's share (if any) of
such Borrowing and such Notice of Borrowing shall not thereafter be revocable
by the Borrower.
(b) Not later than 1:30 P.M. (New York City time) on the date of each
Borrowing, each Bank participating therein shall (except as provided in
subsection (c) of this Section) make available its share of such Borrowing, in
Federal or other funds immediately available in New York City, to the Agent at
its address referred to in Section 9.01. Unless the Agent determines that any
applicable condition specified in Article III has not been satisfied, the
Agent will make the funds so received from the Banks available to the Borrower
at the Agent's aforesaid address.
(c) If any Bank makes a new Loan hereunder on a day on which the
Borrower is to repay all or any part of an outstanding Loan from such Bank,
such Bank shall apply the proceeds of its new Loan to make such repayment and
only an amount equal to the difference (if any) between the amount being
borrowed and the amount being repaid shall be made available by such Bank to
the Agent as provided in subsection (b), or remitted by the Borrower to the
Agent as provided in Section 2.12, as the case may be.
(d) Unless the Agent shall have received notice from a Bank prior to the
date of any Borrowing (or, in the case of a Base Rate Borrowing or a Money
Market Absolute Rate Borrowing, prior to 1:30 P.M. (New York City time) on the
date of such Borrowing) that such Bank will not make available to the Agent
such Bank's share of such Borrowing, the Agent may assume that such Bank has
made such share available to the Agent on the date of such Borrowing in
accordance with subsections (b) and (c) of this Section 2.04 and the Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Bank shall not
have so made such share available to the Agent, such Bank and the
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Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount
is repaid to the Agent, at the Federal Funds Rate. If such Bank shall repay
to the Agent such corresponding amount, such amount so repaid shall constitute
such Bank's Loan included in such Borrowing for purposes of this Agreement.
SECTION 2.05. NOTES. (a) The Loans of each Bank shall be evidenced by
a single Note payable to the order of such Bank for the account of its
Applicable Lending Office in an amount equal to the aggregate unpaid principal
amount of such Bank's Loans.
(b) Each Bank may, by notice to the Borrower and the Agent, request that
its Loans of a particular type be evidenced by a separate Note in an amount
equal to the aggregate unpaid principal amount of such Loans. Each such Note
shall be in substantially the form of Exhibit A hereto with appropriate
modifications to reflect the fact that it evidences solely Loans of the
relevant type. Each reference in this Agreement to the "Note" of such Bank
shall be deemed to refer to and include any or all of such Notes, as the
context may require.
(c) Upon receipt of each Bank's Note pursuant to Section 3.01(b), the
Agent shall forward such Note to such Bank. Each Bank shall record the date,
amount, type and maturity of each Loan made by it and the date and amount of
each payment of principal made by the Borrower with respect thereto, and may,
if such Bank so elects in connection with any transfer or enforcement of its
Note, endorse on the schedule forming a part thereof appropriate notations to
evidence the foregoing information with respect to each such Loan then
outstanding; PROVIDED that the failure of any Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes. Each Bank is hereby irrevocably authorized by
the Borrower so to endorse its Note and to attach to and make a part of its
Note a continuation of any such schedule as and when required.
(d) The Agent will upon request of the Borrower from time to time
furnish information to the Borrower as to the types and amounts of Loans
outstanding hereunder.
SECTION 2.06. MATURITY OF LOANS. Each Loan included in any Borrowing
shall mature, and the principal amount thereof shall be due and payable, on
the last day of the Interest Period applicable to such Borrowing.
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SECTION 2.07. INTEREST RATES. (a) Each Base Rate Loan shall bear
interest on the outstanding principal amount thereof, for each day from the
date such Loan is made until it becomes due, at a rate per annum equal to the
Base Rate for such day. Such interest shall be payable for each Interest
Period on the last day thereof. Any overdue principal of or interest on any
Base Rate Loan shall bear interest, payable on demand, for each day until paid
at a rate per annum equal to the sum of 2% plus the rate otherwise applicable
to Base Rate Loans for such day.
(b) Each CD Loan shall bear interest on the outstanding principal amount
thereof, for each day during the Interest Period applicable thereto, at a rate
per annum equal to the sum of the CD Margin plus the Adjusted CD Rate
applicable to such Interest Period; PROVIDED that if any CD Loan shall, as a
result of clause (2)(b) of the definition of Interest Period, have an Interest
Period of less than 30 days, such CD Loan shall bear interest during such
Interest Period at the rate applicable to Base Rate Loans during such period.
Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than 90 days, at intervals of
90 days after the first day thereof. Any overdue principal of or interest on
any CD Loan shall bear interest, payable on demand, for each day until paid at
a rate per annum equal to the sum of 2% plus the higher of (i) the sum of the
CD Margin plus the Adjusted CD Rate applicable to the Interest Period for such
Loan and (ii) the rate applicable to Base Rate Loans for such day.
"CD Margin" means 0.2375% per annum.
The "Adjusted CD Rate" applicable to any Interest Period means a rate per
annum determined pursuant to the following formula:
[ CDBR ]*
ACDR = [ ---------- ] + AR
[ 1.00 - DRP ]
ACDR = Adjusted CD Rate
CDBR = CD Base Rate
DRP = Domestic Reserve Percentage
AR = Assessment Rate
- ----------
* The amount in brackets being rounded upward, if necessary, to the next
higher 1/100 of 1%
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The "CD Base Rate" applicable to any Interest Period is the rate of
interest determined by the Agent to be the average (rounded upward, if
necessary, to the next higher 1/100 of 1%) of the prevailing rates per annum
bid at 10:00 A.M. (New York City time) (or as soon thereafter as practicable)
on the first day of such Interest Period by two or more New York certificate
of deposit dealers of recognized standing for the purchase at face value from
each CD Reference Bank of its certificates of deposit in an amount comparable
to the principal amount of the CD Loan of such CD Reference Bank to which such
Interest Period applies and having a maturity comparable to such Interest
Period.
"Domestic Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including without limitation any
basic, supplemental or emergency reserves) for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars
in respect of new non-personal time deposits in dollars in New York City
having a maturity comparable to the related Interest Period and in an amount
of $100,000 or more. The Adjusted CD Rate shall be adjusted automatically on
and as of the effective date of any change in the Domestic Reserve Percentage.
"Assessment Rate" means for any day the annual assessment rate in
effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. section 327.3(e) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the
United States. The Adjusted CD Rate shall be adjusted automatically on and as
of the effective date of any change in the Assessment Rate.
(c) Each Euro-Dollar Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Euro-Dollar Margin plus
the Adjusted London Interbank Offered Rate applicable to such Interest Period.
Such interest shall be payable for each Interest Period on the last day
thereof and, if such Interest Period is longer than three months, at intervals
of three months after the first day thereof.
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"Euro-Dollar Margin" means 0.1125% per annum.
The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.
The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher
1/16 of 1%) of the respective rates per annum at which deposits in dollars are
offered to each of the Euro-Dollar Reference Banks in the London interbank
market at approximately 11:00 A.M. (London time) two Euro-Dollar Business Days
before the first day of such Interest Period in an amount approximately equal
to the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference
Bank to which such Interest Period is to apply and for a period of time
comparable to such Interest Period.
"Euro-Dollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement for a member bank of the Federal
Reserve System in New York City with deposits exceeding five billion dollars
in respect of "Eurocurrency liabilities" (or in respect of any other category
of liabilities which includes deposits by reference to which the interest rate
on Euro-Dollar Loans is determined or any category of extensions of credit or
other assets which includes loans by a non-United States office of any Bank to
United States residents). The Adjusted London Interbank Offered Rate shall be
adjusted automatically on and as of the effective date of any change in the
Euro-Dollar Reserve Percentage.
(d) Any overdue principal of or interest on any Euro-Dollar Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the higher of (i) the sum of 2% plus the Euro-Dollar Margin
plus the Adjusted London Interbank Offered Rate applicable to the Interest
Period for such Loan and (ii) the sum of 2% plus the Euro-Dollar Margin plus
the quotient obtained (rounded upward, if necessary, to the next higher 1/100
of 1%) by dividing (x) the average (rounded upward, if necessary, to the next
higher 1/16 of 1%) of the respective rates per annum at which one day (or, if
such amount due remains unpaid more than three Euro-Dollar Business Days, then
for such other period of time not longer than six months as the
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Agent may select) deposits in dollars in an amount approximately equal to such
overdue payment due to each of the Euro-Dollar Reference Banks are offered to
such Euro-Dollar Reference Bank in the London interbank market for the
applicable period determined as provided above by (y) 1.00 minus the
Euro-Dollar Reserve Percentage (or, if the circumstances described in clause
(a) or (b) of Section 8.01 shall exist, at a rate per annum equal to the sum
of 2% plus the rate applicable to Base Rate Loans for such day).
(e) Subject to Section 8.01(a), each Money Market LIBOR Loan shall
bear interest on the outstanding principal amount thereof, for the Interest
Period applicable thereto, at a rate per annum equal to the sum of the London
Interbank Offered Rate for such Interest Period (determined in accordance with
Section 2.07(c) as if the related Money Market LIBOR Borrowing were a
Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin
quoted by the Bank making such Loan in accordance with Section 2.03. Each
Money Market Absolute Rate Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at a
rate per annum equal to the Money Market Absolute Rate quoted by the Bank
making such Loan in accordance with Section 2.03. Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than three months, at intervals of three months after the
first day thereof. Any overdue principal of or interest on any Money Market
Loan shall bear interest, payable on demand, for each day until paid at a rate
per annum equal to the sum of 2% plus the Base Rate for such day.
(f) The Agent shall determine each interest rate applicable to the
Loans hereunder. The Agent shall give prompt notice to the Borrower and the
participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.
(g) Each Reference Bank agrees to use its best efforts to furnish
quotations to the Agent as contemplated by this Section. If any Reference
Bank does not furnish a timely quotation, the Agent shall determine the
relevant interest rate on the basis of the quotation or quotations furnished
by the remaining Reference Bank or Banks or, if none of such quotations is
available on a timely basis, the provisions of Section 8.01 shall apply.
SECTION 2.08. FACILITY FEE. The Borrower shall pay to the Agent
for the account of the Banks ratably a facility fee at the rate of 0.0625% per
annum. Such
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facility fee shall accrue (i) from and including the Effective Date to but
excluding the Termination Date (or earlier date of termination of the
Commitments in their entirety), on the daily aggregate amount of the
Commitments (whether used or unused) and (ii) from and including the
Termination Date or such earlier date of termination to but excluding the date
the Loans shall be repaid in their entirety, on the daily aggregate
outstanding principal amount of the Loans. Accrued fees under this Section
shall be payable quarterly on each March 31, June 30, September 30 and
December 31 and upon the date of termination of the Commitments in their
entirety (and, if later, the date the Loans shall be repaid in their
entirety).
SECTION 2.09. OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS.
The Borrower may, upon at least three Domestic Business Days' notice to the
Agent, (i) terminate the Commitments at any time, if no Loans are outstanding
at such time or (ii) ratably reduce from time to time by an aggregate amount
of $25,000,000 or any larger multiple of $5,000,000, the aggregate amount of
the Commitments in excess of the aggregate outstanding principal amount of the
Loans.
SECTION 2.10. SCHEDULED TERMINATION OF COMMITMENTS. The
Commitments shall terminate on the Termination Date, and any Loans then
outstanding (together with accrued interest thereon) shall be due and payable
on such date.
SECTION 2.11. OPTIONAL PREPAYMENTS. (a) The Borrower may, upon at
least one Domestic Business Day's notice to the Agent, prepay any Base Rate
Borrowing (or any Money Market Borrowing bearing interest at the Base Rate
pursuant to Section 8.01(a)), in whole at any time, or from time to time in
part in amounts aggregating $50,000,000 or any larger multiple of $5,000,000,
by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment. Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Banks included in such
Borrowing.
(b) Except as provided in Section 2.11(a), the Borrower may not
prepay all or any portion of the principal amount of any Money Market Loan
prior to the maturity thereof.
(c) Subject to Section 2.13, the Borrower may, upon at least three
Euro-Dollar Business Days' notice to the Agent, prepay any Euro-Dollar
Borrowing, or upon at least three Domestic Business Days' notice to the Agent,
prepay
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any CD Borrowing, in each case in whole at any time, or from time to time in
part in amounts aggregating $50,000,000 or any larger multiple of $5,000,000,
by paying the principal amount to be prepaid together with accrued interest
thereon to the date of prepayment. Each such optional prepayment shall be
applied to prepay ratably the Loans of the several Banks included in such
Borrowing.
(d) Upon receipt of a notice of prepayment pursuant to this
Section, the Agent shall promptly notify each Bank of the contents thereof and
of such Bank's ratable share (if any) of such prepayment and such notice shall
not thereafter be revocable by the Borrower.
SECTION 2.12. GENERAL PROVISIONS AS TO PAYMENTS. (a) The Borrower
shall make each payment of principal of, and interest on, the Loans and of
fees hereunder, not later than 1:30 P.M. (New York City time) on the date when
due, in Federal or other funds immediately available in New York City, to the
Agent at its address referred to in Section 9.01. The Agent will promptly
distribute to each Bank its ratable share of each such payment received by the
Agent for the account of the Banks. Whenever any payment of principal of, or
interest on, the Domestic Loans or of fees shall be due on a day which is not
a Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. Whenever any payment of principal of,
or interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to
the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
Day falls in another calendar month, in which case the date for payment
thereof shall be the next preceding Euro-Dollar Business Day. Whenever any
payment of principal of, or interest on, the Money Market Loans shall be due
on a day which is not a Euro-Dollar Business Day, the date for payment thereof
shall be extended to the next succeeding Euro-Dollar Business Day. If the
date for any payment of principal is extended by operation of law or
otherwise, interest thereon shall be payable for such extended time.
(b) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Banks hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank. If and to the
extent that the Borrower shall not have so made such payment, each Bank shall
repay to the Agent forthwith on demand such amount
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distributed to such Bank together with interest thereon, for each day from the
date such amount is distributed to such Bank until the date such Bank repays
such amount to the Agent, at the Federal Funds Rate.
SECTION 2.13. FUNDING LOSSES. If the Borrower makes any payment of
principal with respect to any Fixed Rate Loan (pursuant to Article II, VI or
VIII or otherwise, except pursuant to Section 8.02) on any day other than the
last day of the Interest Period applicable thereto, or the last day of an
applicable period fixed pursuant to Section 2.07(d), or if the Borrower fails
to borrow or prepay any Fixed Rate Loans after notice has been given to any
Bank in accordance with Section 2.04(a) or 2.11(c), the Borrower shall
reimburse each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or, in the case of a Money Market
Loan, prospective Participant in the related Loan), including (without
limitation) any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period after any such
payment or failure to borrow or prepay, PROVIDED that such Bank shall have
delivered to the Borrower a certificate as to the amount of such loss or
expense, setting forth in reasonable detail the calculation of such amount,
which certificate shall be conclusive if prepared reasonably and in good
faith.
SECTION 2.14. COMPUTATION OF INTEREST AND FEES. Interest based on
the Prime Rate hereunder shall be computed on the basis of a year of 365 days
(or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and
all facility fees shall be computed on the basis of a year of 360 days and
paid for the actual number of days elapsed (including the first day but
excluding the last day).
ARTICLE III
CONDITIONS
SECTION 3.01. EFFECTIVENESS. This Agreement shall become effective
on the date that each of the following conditions shall have been satisfied:
(a) receipt by the Agent of counterparts hereof signed by each of
the parties hereto (or, in the case of any party as to which an executed
counterpart shall not have been received, receipt by the Agent in form
satisfactory to it of telegraphic, telex or other
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written confirmation from such party of execution of a counterpart hereof by
such party);
(b) receipt by the Agent of a duly executed Note for the account
of each Bank dated on or before the Effective Date complying with the
provisions of Section 2.05;
(c) receipt by the Agent of an opinion of the General Counsel of
the Borrower, substantially in the form of Exhibit E hereto and covering
such additional matters relating to the transactions contemplated hereby
as the Required Banks may reasonably request;
(d) receipt by the Agent of an opinion of Davis Polk & Wardwell,
special counsel for the Agent, substantially in the form of Exhibit F
hereto and covering such additional matters relating to the transactions
contemplated hereby as the Agent or the Required Banks may reasonably
request;
(e) receipt by the Agent of all documents the Agent may reasonably
request relating to the existence of the Borrower, the corporate
authority for and the validity of this Agreement and the Notes, and any
other matters relevant hereto, all in form and substance satisfactory to
the Agent;
(f) receipt by the Agent of a certificate, signed by the chief
financial officer or the chief accounting officer of the Borrower, to
the effect that no loans are outstanding under any Designated Credit
Facility and that interest (if any) and commitment and facility fees
thereunder accrued to the Effective Date and all other amounts payable
thereunder have been paid or duly provided for by the Borrower; and
(g) receipt by the Agent of evidence satisfactory to it of the
effectiveness of the Three-Year Credit Agreement of even date herewith
among Toyota Motor Sales, U.S.A., Inc., the banks listed therein and
Morgan Guaranty Trust Company of New York, as agent for such banks;
PROVIDED that this Agreement shall not become effective or be binding on any
party hereto unless all of the foregoing conditions are satisfied not later
than October 3, 1994. The Agent shall promptly notify the Borrower and the
Banks of the Effective Date, and such notice shall be conclusive and binding
on all parties hereto. The Borrower and each of the Banks which is a party to
a Designated Credit Facility,
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hereby agree that each Designated Credit Facility shall terminate on and as of
the Effective Date, without further action by any party to any Designated
Credit Facility.
SECTION 3.02. BORROWINGS. The obligation of any Bank to make a
Loan on the occasion of any Borrowing is subject to the satisfaction of the
following conditions:
(a) receipt by the Agent of a Notice of Borrowing as required by
Section 2.02 or 2.03, as the case may be;
(b) the fact that, immediately after such Borrowing, the aggregate
outstanding principal amount of the Loans will not exceed the aggregate
amount of the Commitments;
(c) the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing; and
(d) the fact that the representations and warranties of the
Borrower contained in this Agreement (except, in the case of a Refunding
Borrowing, the representations and warranties set forth in Sections
4.04(c) and 4.05 as to any matter which has theretofore been disclosed
in writing by the Borrower to the Banks) shall be true on and as of the
date of such Borrowing.
Each Borrowing hereunder shall be deemed to be a representation and warranty
by the Borrower on the date of such Borrowing as to the facts specified in
clauses (b), (c) and (d) of this Section.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants that:
SECTION 4.01. CORPORATE EXISTENCE AND POWER. The Borrower is a
corporation duly incorporated, validly existing and in good standing under the
laws of California, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.
SECTION 4.02. CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO
CONTRAVENTION. The execution, delivery
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and performance by the Borrower of this Agreement and the Notes are within the
Borrower's corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or filing with, any
governmental body, agency or official and do not contravene, or constitute a
default under, any provision of applicable law or regulation or of the
articles of incorporation or bylaws of the Borrower or of any agreement,
judgment, injunction, order, decree or other instrument binding upon the
Borrower or any of its Subsidiaries.
SECTION 4.03. BINDING EFFECT. This Agreement constitutes a valid and
binding agreement of the Borrower and each Note, when executed and delivered
in accordance with this Agreement, will constitute a valid and binding
obligation of the Borrower, in each case enforceable in accordance with its
terms.
SECTION 4.04. FINANCIAL INFORMATION.
(a) The consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of September 30, 1993 and the related consolidated statements
of income and cash flows for the fiscal year then ended, reported on by
independent public accountants and set forth in the Borrower's 1993 Form 10-K,
a copy of which has been delivered to each of the Banks, fairly present, in
conformity with generally accepted accounting principles, the consolidated
financial position of the Borrower and its Consolidated Subsidiaries as of
such date and their consolidated results of operations and cash flows for such
fiscal year.
(b) The unaudited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of June 30, 1994 and the related unaudited
consolidated statements of income and cash flows for the nine months then
ended, set forth in the Borrower's Latest Form 10-Q, a copy of which has been
delivered to each of the Banks, fairly present, in conformity with generally
accepted accounting principles applied on a basis consistent with the
financial statements referred to in subsection (a) of this Section, except as
stated therein, the consolidated financial position of the Borrower and its
Consolidated Subsidiaries as of such date and their consolidated results of
operations and cash flows for such nine-month period (subject to normal
year-end adjustments).
(c) Since June 30, 1994 there has been no material adverse change in the
business, financial position,
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results of operations or prospects of the Borrower and its Consolidated
Subsidiaries, considered as a whole.
SECTION 4.05. LITIGATION. There is no action, suit or proceeding
pending against, or to the knowledge of the Borrower threatened against or
affecting, the Borrower or any of its Subsidiaries before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially adversely
affect the business, consolidated financial position or consolidated results
of operations of the Borrower and its Consolidated Subsidiaries, considered as
a whole, or which in any manner draws into question the validity of this
Agreement or the Notes.
SECTION 4.06. COMPLIANCE WITH ERISA. Each member of the ERISA Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Internal Revenue Code with respect to each Plan and is in compliance in all
material respects with the presently applicable provisions of ERISA and the
Internal Revenue Code with respect to each Plan. No member of the ERISA Group
has (i) sought a waiver of the minimum funding standard under Section 412 of
the Internal Revenue Code in respect of any Plan, (ii) failed to make any
contribution or payment to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement, or made any amendment to any Plan or Benefit Arrangement,
which has resulted or could result in the imposition of a Lien or the posting
of a bond or other security under ERISA or the Internal Revenue Code or (iii)
incurred any liability under Title IV of ERISA other than a liability to the
PBGC for premiums under Section 4007 of ERISA.
SECTION 4.07. ENVIRONMENTAL MATTERS. In the ordinary course of its
business, the Borrower conducts a review of the effect of Environmental Laws
on the business, operations and properties of the Borrower and its
Subsidiaries. On the basis of this review, the Borrower has reasonably
concluded that the costs of compliance with Environmental Laws, including
associated liabilities, are unlikely to have a material adverse effect on the
business, financial condition, results of operations or prospects of the
Borrower and its Consolidated Subsidiaries, considered as a whole.
SECTION 4.08. TAXES. The Borrower and its Subsidiaries have filed all
United States Federal income tax returns and all other material tax returns
which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any
Subsidiary. The charges,
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accruals and reserves on the books of the Borrower and its Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the
Borrower, adequate.
SECTION 4.09. SUBSIDIARIES. Each of the Borrower's corporate
Subsidiaries is a corporation duly incorporated, validly existing and in good
standing under the laws of its jurisdiction of incorporation, and has all
corporate powers and all material governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted.
SECTION 4.10. NOT AN INVESTMENT COMPANY. The Borrower is not an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.
SECTION 4.11. FULL DISCLOSURE. All information heretofore furnished by
the Borrower to the Agent or any Bank for purposes of or in connection with
this Agreement or any transaction contemplated hereby is, and all such
information hereafter furnished by the Borrower to the Agent or any Bank will
be, true, accurate and complete in all material respects on the date as of
which such information is stated or certified.
ARTICLE V
COVENANTS
The Borrower agrees that, so long as any Bank has any Commitment
hereunder or any amount payable under any Note remains unpaid:
SECTION 5.01. INFORMATION. The Borrower will deliver to each of the
Banks:
(a) as soon as available and in any event within 120 days after
the end of each fiscal year of the Borrower, a consolidated balance
sheet of the Borrower and its Consolidated Subsidiaries as of the end of
such fiscal year and the related consolidated statements of income and
cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported
on in a manner acceptable to the Securities and Exchange Commission by
independent public accountants of nationally recognized standing;
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(b) as soon as available and in any event within 60 days after the
end of each of the first three quarters of each fiscal year of the
Borrower, a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such quarter and the related
consolidated statements of income and cash flows for such quarter and
for the portion of the Borrower's fiscal year ended at the end of such
quarter, setting forth in the case of such statements of income and cash
flows in comparative form the figures for the corresponding quarter and
the corresponding portion of the Borrower's previous fiscal year;
(c) simultaneously with the delivery of each set of financial
statements referred to in clause (a) above, a certificate of the chief
financial officer or the chief accounting officer of the Borrower
stating whether any Default exists on the date of such certificate and,
if any Default then exists, setting forth the details thereof and the
action which the Borrower is taking or proposes to take with respect
thereto;
(d) within five days after any officer of the Borrower obtains
knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer or the chief accounting
officer of the Borrower setting forth the details thereof and the action
which the Borrower is taking or proposes to take with respect thereto;
(e) promptly upon the filing thereof, copies of all registration
statements (other than exhibits thereto, pricing supplements and any
registration statements on Form S-8 or its equivalent) and reports on
Forms 10-K, 10-Q and 8-K (or their equivalents) which the Borrower shall
have filed with the Securities and Exchange Commission;
(f) if and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as
defined in Section 4043 of ERISA) with respect to any Plan which might
constitute grounds for a termination of such Plan under Title IV of
ERISA, or knows that the plan administrator of any Plan has given or is
required to give notice of any such reportable event, a copy of the
notice of such reportable event given or required to be given to the
PBGC; (ii) receives notice of complete or partial withdrawal liability
under Title IV of ERISA or notice
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that any Multiemployer Plan is in reorganization, is insolvent or has
been terminated, a copy of such notice; (iii) receives notice from the
PBGC under Title IV of ERISA of an intent to terminate, impose liability
(other than for premiums under Section 4007 of ERISA) in respect of, or
appoint a trustee to administer any Plan, a copy of such notice; (iv)
applies for a waiver of the minimum funding standard under Section 412
of the Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of ERISA, a
copy of such notice and other information filed with the PBGC; (vi)
gives notice of withdrawal from any Plan pursuant to Section 4063 of
ERISA, a copy of such notice; or (vii) fails to make any payment or
contribution to any Plan or Multiemployer Plan or in respect of any
Benefit Arrangement or makes any amendment to any Plan or Benefit
Arrangement which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security, a certificate of the
chief financial officer or the chief accounting officer of the Borrower
setting forth details as to such occurrence and action, if any, which
the Borrower or applicable member of the ERISA Group is required or
proposes to take; and
(g) from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as
the Agent, at the request of any Bank, may reasonably request.
SECTION 5.02. MAINTENANCE OF PROPERTY; INSURANCE.
(a) The Borrower will keep, and will cause each Significant Subsidiary
to keep, all material property useful and necessary in its business in good
working order and condition, ordinary wear and tear excepted.
(b) The Borrower will maintain, and will cause each Significant
Subsidiary to maintain with financially sound and reputable insurance
companies, insurance in at least such amounts and against at least such risks
(and with such risk retention) as are usually insured against by companies of
established repute engaged in the same or similar business as the Borrower or
such Significant Subsidiary, and the Borrower will promptly furnish to the
Banks such information as to insurance carried as may be reasonably requested
in writing by the Agent.
SECTION 5.03. CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. The
Borrower will continue, and will cause each Significant Subsidiary to
continue, to engage in
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business of the same general type as now conducted by the Borrower and its
Subsidiaries, and will preserve, renew and keep in full force and effect, and
will cause each Significant Subsidiary to preserve, renew and keep in full
force and effect their respective corporate existence and their respective
rights, privileges and franchises necessary or desirable in the normal conduct
of business; PROVIDED that nothing in this Section 5.03 shall prohibit (i) any
merger or consolidation involving the Borrower which is permitted by Section
5.06, (ii) the merger of a Significant Subsidiary into the Borrower or the
merger or consolidation of a Significant Subsidiary with or into another
Person if the corporation surviving such consolidation or merger is a
Significant Subsidiary and if, in each case, after giving effect thereto, no
Default shall have occurred and be continuing or (iii) the termination of the
corporate existence of any Significant Subsidiary if the Borrower in good
faith determines that such termination is in the best interest of the Borrower
and is not materially disadvantageous to the Banks.
SECTION 5.04. COMPLIANCE WITH LAWS. The Borrower will comply, and cause
each Significant Subsidiary to comply, in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws
and ERISA and the rules and regulations thereunder) except where the necessity
of compliance therewith is contested in good faith by appropriate proceedings.
SECTION 5.05. NEGATIVE PLEDGE. The Borrower will not pledge or
otherwise subject to any lien any property or assets of the Borrower unless
the Notes and the obligations of the Borrower under this Agreement are secured
by such pledge or lien equally and ratably with all other obligations secured
thereby so long as such other obligations shall be so secured; PROVIDED,
HOWEVER, that such covenant will not apply to liens securing obligations which
do not in the aggregate at any one time outstanding exceed 5% of Consolidated
Net Tangible Assets (as defined below) of the Borrower and its Consolidated
Subsidiaries and also will not apply to:
(a) the pledge of any assets of the Borrower to secure any
financing by the Borrower of the exporting of goods to or between, or
the marketing thereof in, countries other than the United States in
connection with which the Borrower reserves the right, in accordance
with customary and established banking practice, to deposit, or
otherwise subject to a lien,
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cash, securities or receivables, for the purpose of securing banking
accommodations or as the basis for the issuance of bankers' acceptances
or in aid of other similar borrowing arrangements;
(b) the pledge of receivables of the Borrower payable in
currencies other than United States dollars to secure borrowings in
countries other than the United States;
(c) any deposit of assets of the Borrower with any surety company
or clerk of any court, or in escrow, as collateral in connection with,
or in lieu of, any bond on appeal by the Borrower from any judgment or
decree against it, or in connection with other proceedings in actions at
law or in equity by or against the Borrower or in favor of any
governmental bodies to secure progress, advance or other payments in the
ordinary course of the Borrower's business;
(d) any lien or charge on any property of the Borrower, tangible
or intangible, real or personal, existing at the time of acquisition or
construction of such property (including acquisition through merger or
consolidation) or given to secure the payment of all or any part of the
purchase or construction price thereof or to secure any indebtedness
incurred prior to, at the time of, or within one year after, the
acquisition or completion of construction thereof for the purpose of
financing all or any part of the purchase or construction price thereof;
(e) any lien in favor of the United States of America or any State
thereof or the District of Columbia, or any agency, department or other
instrumentality thereof, to secure progress, advance or other payments
pursuant to any contract or provision of any statute;
(f) any lien securing the performance of any contract or
undertaking not directly or indirectly in connection with the borrowing
of money, obtaining of advances or credit or the securing of debt, if
made and continuing in the ordinary course of business;
(g) any lien to secure nonrecourse obligations in connection with
the Borrower's engaging in leveraged or single-investor lease
transactions; and
(h) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in
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whole or in part, of any lien, charge or pledge referred to in the
foregoing clauses (a) to (g), inclusive, of this Section 5.05; provided,
however, that the amount of any and all obligations and indebtedness
secured thereby shall not exceed the amount thereof so secured
immediately prior to the time of such extension, renewal or replacement
and that such extension, renewal or replacement shall be limited to all
or a part of the property which secured the charge or lien so extended,
renewed or replaced (plus improvements on such property).
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of the Borrower and its Consolidated Subsidiaries all as set forth
on the most recent balance sheet of the Borrower and its Consolidated
Subsidiaries prepared in accordance with generally accepted accounting
principles as practiced in the United States.
SECTION 5.06. CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. (a) The
Borrower shall not consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to any Person, unless:
(i) the corporation formed by such consolidation or into which the
Borrower is merged or the Person which acquires by conveyance or
transfer, or which leases, the properties and assets of the Borrower
substantially as an entirety shall be a corporation or entity organized
and existing under the laws of the United States of America, any State
thereof or the District of Columbia (the "Successor Corporation") and
shall expressly assume, by an amendment or supplement to this Agreement,
signed by the Borrower and such Successor Corporation and delivered to
the Agent, the Borrower's obligation with respect to the due and
punctual payment of the principal of and interest on all the Notes and
the due and punctual payment of all other amounts payable by the
Borrower hereunder and the performance or observance of every covenant
herein on the part of the Borrower to be performed or observed;
(ii) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the Borrower as
a result of such transaction as having been incurred by the Borrower at
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the time of such transaction, no Default shall have happened and be
continuing;
(iii) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Borrower
would become subject to a mortgage, pledge, lien, security interest or
other encumbrance which would not be permitted by Section 5.05 hereof,
the Borrower or the Successor Corporation, as the case may be, take such
steps as shall be necessary effectively to secure the Notes and the
obligations of the Borrower under this Agreement equally and ratably
with (or prior to) all indebtedness secured thereby; and
(iv) the Borrower has delivered to the Agent a certificate signed
by an executive officer and a written opinion or opinions of counsel
satisfactory to the Agent (who may be counsel to the Borrower), each
stating that such amendment or supplement to this Agreement complies
with this Section 5.06 and that all conditions precedent herein provided
for relating to such transaction have been complied with.
(b) Upon any consolidation or merger or any conveyance, transfer or
lease of the properties and assets of the Borrower substantially as an
entirety in accordance with Section 5.06 (a), the Successor Corporation shall
succeed to, and be substituted for, and may exercise every right and power of,
the Borrower under this Agreement and the Notes with the same effect as if the
Successor Corporation had been named as the Borrower therein and herein, and
thereafter, the Borrower, except in the case of a lease of the Borrower's
properties and assets, shall be released from its liability as obligor on any
of the Notes and under this Agreement.
SECTION 5.07. USE OF PROCEEDS. The proceeds of the Loans made under
this Agreement will be used by the Borrower for its general corporate
purposes. None of such proceeds will be used, directly or indirectly, for the
purpose, whether immediate, incidental or ultimate, of buying or carrying any
"margin stock" within the meaning of Regulation U.
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ARTICLE VI
DEFAULTS
SECTION 6.01. EVENTS OF DEFAULT. If one or more of the following events
("Events of Default") shall have occurred and be continuing:
(a) the Borrower shall fail to pay when due any principal of any
Loan or shall fail to pay within five days of the due date thereof any
interest on any Loan, any fees or any other amount payable hereunder;
(b) the Borrower shall fail to observe or perform any covenant
contained in Section 5.05, 5.06 or 5.07;
(c) the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by
clause (a) or (b) above) for 30 days after notice thereof has been given
to the Borrower by the Agent at the request of any Bank;
(d) any representation, warranty, certification or statement made
by the Borrower in this Agreement or in any certificate, financial
statement or other document delivered pursuant to this Agreement shall
prove to have been incorrect in any material respect when made (or
deemed made);
(e) a default under any bond, debenture, note or other evidence of
indebtedness for money borrowed by the Borrower or any Subsidiary or
under any mortgage, indenture, fiscal agency agreement or instrument
under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Borrower or any
Subsidiary and owing to a Person other than the Borrower or a
Subsidiary, whether such indebtedness now exists or shall hereafter be
created, which default shall constitute a failure to pay any portion of
the indebtedness when due and payable after the expiration of the
greater of five days or any applicable grace period with respect thereto
or shall have resulted in indebtedness becoming or being declared due
and payable prior to the date on which it would otherwise have become
due and payable, and the amount of such indebtedness in the aggregate
exceeds $10,000,000;
(f) the Borrower or any Significant Subsidiary shall commence a
voluntary case or other proceeding
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seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or
to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against it, or shall make
a general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due, or shall take any
corporate action to authorize any of the foregoing;
(g) an involuntary case or other proceeding shall be commenced
against the Borrower or any Significant Subsidiary seeking liquidation,
reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property,
and such involuntary case or other proceeding shall remain undismissed
and unstayed for a period of 60 days; or an order for relief shall be
entered against the Borrower or any Significant Subsidiary under the
federal bankruptcy laws as now or hereafter in effect;
(h) any member of the ERISA Group shall fail to pay when due an
amount or amounts aggregating in excess of $10,000,000 which it shall
have become liable to pay under Title IV of ERISA; or notice of intent
to terminate a Material Plan shall be filed under Title IV of ERISA by
any member of the ERISA Group, any plan administrator or any combination
of the foregoing; or the PBGC shall institute proceedings under Title IV
of ERISA to terminate, to impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or to cause a trustee to be
appointed to administer any Material Plan; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree
adjudicating that any Material Plan must be terminated; or there shall
occur a complete or partial withdrawal from, or a default, within the
meaning of Section 4219(c)(5) of ERISA, with respect to, one or more
Multiemployer Plans which could cause one or more members of the ERISA
Group to incur a current payment obligation in excess of $25,000,000;
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(i) judgments or orders for the payment of money in excess of
$10,000,000 in the aggregate shall be rendered against the Borrower or
any Significant Subsidiary and such judgments or orders shall continue
unsatisfied and unstayed for a period of 30 days; or
(j) the Borrower shall cease to be a TMC Consolidated Subsidiary;
then, and in every such event, the Agent shall (i) if requested by Banks
having more than 50% in aggregate amount of the Commitments, by notice to the
Borrower terminate the Commitments and they shall thereupon terminate, and
(ii) if requested by Banks holding Notes evidencing more than 50% in aggregate
principal amount of the Loans, by notice to the Borrower declare the Notes
(together with accrued interest thereon) to be, and the Notes shall thereupon
become, immediately due and provided without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower;
PROVIDED that in the case of any of the Events of Default specified in clause
(f) or (g) above with respect to the Borrower, without any notice to the
Borrower or any other act by the Agent or the Banks, the Commitments shall
thereupon terminate and the Notes (together with accrued interest thereon)
shall become immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower.
SECTION 6.02. NOTICE OF DEFAULT. The Agent shall give notice to the
Borrower under Section 6.01(c) promptly upon being requested to do so by any
Bank and shall thereupon notify all the Banks thereof.
ARTICLE VII
THE AGENT
SECTION 7.01. APPOINTMENT AND AUTHORIZATION. Each Bank irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the Notes as are
delegated to the Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.
SECTION 7.02. AGENT AND AFFILIATES. Morgan Guaranty Trust Company of
New York shall have the same rights and powers under this Agreement as any
other Bank and may exercise or refrain from exercising the same as though
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it were not the Agent, and Morgan Guaranty Trust Company of New York and its
affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Agent hereunder.
SECTION 7.03. ACTION BY AGENT. The obligations of the Agent hereunder
are only those expressly set forth herein. Without limiting the generality of
the foregoing, the Agent shall not be required to take any action with respect
to any Default, except as expressly provided in Article VI.
SECTION 7.04. CONSULTATION WITH EXPERTS. The Agent may consult with
legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.
SECTION 7.05. LIABILITY OF AGENT. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or
employees shall be liable for any action taken or not taken by it in
connection herewith (i) vis-a-vis any Bank, with the consent or at the request
of the Required Banks or (ii) vis-a-vis any Person, in the absence of its own
gross negligence or willful misconduct. Neither the Agent nor any of its
affiliates nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain, inquire into
or verify (i) any statement, warranty or representation made in connection
with this Agreement or any borrowing hereunder; (ii) the performance or
observance of any of the covenants or agreements of the Borrower; (iii) the
satisfaction of any condition specified in Article III, except receipt of
items required to be delivered to the Agent; or (iv) the validity,
effectiveness or genuineness of this Agreement, the Notes or any other
instrument or writing furnished in connection herewith. The Agent shall not
incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex,
facsimile transmission or similar writing) believed by it to be genuine or to
be signed by the proper party or parties.
SECTION 7.06. INDEMNIFICATION. Each Bank shall, ratably in accordance
with its Commitment, indemnify the Agent, its affiliates and their respective
directors, officers, agents and employees (to the extent not reimbursed by the
Borrower) against any cost, expense (including
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counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees' gross negligence or willful
misconduct) that such indemnitees may suffer or incur in connection with this
Agreement or any action taken or omitted by such indemnitees hereunder.
SECTION 7.07. CREDIT DECISION. Each Bank acknowledges that it has,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent
or any other Bank, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking any action under this Agreement.
SECTION 7.08. SUCCESSOR AGENT. The Agent may resign at any time by
giving notice thereof to the Banks and the Borrower. Upon any such
resignation, the Required Banks shall have the right to appoint a successor
Agent with the written consent of the Borrower, which shall not be
unreasonably withheld. If no successor Agent shall have been so appointed by
the Required Banks with the consent of the Borrower, and shall have accepted
such appointment, within 30 days after the retiring Agent gives notice of
resignation, then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall be a commercial bank organized or licensed under
the laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $1,000,000,000. Upon the acceptance
of its appointment as Agent hereunder by a successor Agent, such successor
Agent shall thereupon succeed to and become vested with all the rights and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Article shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Agent.
SECTION 7.09. AGENT'S FEE. The Borrower shall pay to the Agent for its
own account fees in the amounts and at the times previously agreed upon
between the Borrower and the Agent.
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ARTICLE VIII
CHANGE IN CIRCUMSTANCES
SECTION 8.01. BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.
If on or prior to the first day of any Interest Period for any Fixed Rate
Borrowing:
(a) the Agent is advised by the Reference Banks that deposits in
dollars (in the applicable amounts) are not being offered to the
Reference Banks in the relevant market for such Interest Period, or
(b) in the case of a Committed Borrowing, Banks having 50% or more
of the aggregate amount of the Commitments advise the Agent that the
Adjusted CD Rate or the Adjusted London Interbank Offered Rate, as the
case may be, as determined by the Agent will not adequately and fairly
reflect the cost to such Banks of funding their CD Loans or Euro-Dollar
Loans, as the case may be, for such Interest Period,
the Agent shall forthwith give notice thereof to the Borrower and the Banks,
whereupon until the Agent notifies the Borrower that the circumstances giving
rise to such suspension no longer exist (which notice the Agent shall promptly
give at such time), the obligations of the Banks to make CD Loans or
Euro-Dollar Loans, as the case may be, shall be suspended. Unless the
Borrower notifies the Agent at least one Domestic Business Day before the date
of any Fixed Rate Borrowing for which a Notice of Borrowing has previously
been given that it elects not to borrow on such date, (i) if such Fixed Rate
Borrowing is a Committed Borrowing, such Borrowing shall instead be made as a
Base Rate Borrowing and (ii) if such Fixed Rate Borrowing is a Money Market
LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing shall
bear interest for each day from and including the first day to but excluding
the last day of the Interest Period applicable thereto at the Base Rate for
such day.
SECTION 8.02. ILLEGALITY. If, on or after the date of this Agreement,
any Regulatory Change shall make it unlawful or impossible for any Bank (or
its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar
Loans and such Bank shall so notify the Agent, the Agent shall give notice
thereof to the other Banks and the Borrower, whereupon until such Bank
notifies the Borrower and the Agent that the circumstances giving rise to such
suspension no longer exist (which notice such Bank shall
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promptly give at such time), the obligation of such Bank to make Euro-Dollar
Loans shall be suspended. Before giving any notice to the Agent pursuant to
this Section, such Bank shall designate a different Euro-Dollar Lending Office
if such designation will avoid the need for giving such notice and will not,
in the judgment of such Bank, be otherwise disadvantageous to such Bank. If
such Bank shall determine that it may not lawfully continue to maintain and
fund any of its outstanding Euro-Dollar Loans to maturity and shall so specify
in such notice, the Borrower shall immediately prepay in full the then
outstanding principal amount of each such Euro-Dollar Loan, together with
accrued interest thereon. Concurrently with prepaying each such Euro-Dollar
Loan, the Borrower shall borrow a Base Rate Loan in an equal principal amount
from such Bank (on which interest and principal shall be payable
contemporaneously with the related Euro-Dollar Loans of the other Banks), and
such Bank shall make such a Base Rate Loan.
SECTION 8.03. INCREASED COST AND REDUCED RETURN. (a) If on or after
(x) the date hereof, in the case of any Committed Loan or any obligation to
make Committed Loans or (y) the date of the related Money Market Quote, in the
case of any Money Market Loan, the adoption of any applicable law, rule or
regulation, or any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation
or administration thereof, or compliance by any Bank (or its Applicable
Lending Office) with any request or directive (whether or not having the force
of law) of any such authority, central bank or comparable agency (a
"Regulatory Change") shall impose, modify or deem applicable any reserve
(including, without limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding (i) with respect to any
CD Loan any such requirement included in an applicable Domestic Reserve
Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement
included in an applicable Euro-Dollar Reserve Percentage), special deposit,
insurance assessment (excluding, with respect to any CD Loan, any such
requirement reflected in an applicable Assessment Rate) or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Bank (or its Applicable Lending Office) or shall impose on any Bank (or
its Applicable Lending Office) or on the United States market for certificates
of deposit or the London interbank market any other condition affecting its
Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans and the
result of any of the foregoing is to increase the cost to such Bank (or its
Applicable Lending Office) of making or
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maintaining any Fixed Rate Loan, or to reduce the amount of any sum received
or receivable by such Bank (or its Applicable Lending Office) under this
Agreement or under its Note with respect thereto, by an amount deemed by such
Bank to be material, then, within 15 days after demand by such Bank (with a
copy to the Agent), the Borrower shall pay to such Bank such additional amount
or amounts as will compensate such Bank for such increased cost or reduction.
(b) If any Bank shall have determined that, after the date hereof, the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change in any such law, rule or regulation, or any change in the
interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank
or comparable agency, has or would have the effect of reducing the rate of
return on capital of such Bank (or its Parent) as a consequence of such Bank's
Commitment hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by
an amount deemed by such Bank to be material, then from time to time, within
15 days after demand by such Bank (with a copy to the Agent), the Borrower
shall pay to such Bank such additional amount or amounts as will compensate
such Bank (or its Parent) for such reduction.
(c) Each Bank will promptly notify the Borrower and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section and will designate
a different Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment
of such Bank, be otherwise disadvantageous to such Bank. A certificate of any
Bank claiming compensation under this Section and setting forth the additional
amount or amounts to be paid to it hereunder and the calculation thereof in
reasonable detail shall be conclusive if prepared reasonably and in good
faith. In determining such amount, such Bank may use any reasonable averaging
and attribution methods. Notwithstanding the foregoing subsections (a) and
(b) of this Section 8.03, the Borrower shall only be obligated to compensate
any Bank for any amount arising or accruing during (i) subject to clause (ii)
below, any time or period commencing not more than 180 days prior to the date
on which such Bank notifies the Agent and the Borrower that it
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proposes to demand such compensation and identifies to the Agent and the
Borrower the statute, regulation or other basis upon which the claimed
compensation is or will be based and (ii) any time or period during which,
because of the retroactive application of such statute, regulation or other
basis, such Bank did not know that such amount would arise or accrue.
SECTION 8.04. TAXES. (a) For purposes of this Section 8.04, the
following terms have the following meanings:
"Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings with respect to any payment by
the Borrower pursuant to this Agreement or under any Note, and all liabilities
with respect thereto, EXCLUDING (i) in the case of each Bank and the Agent,
taxes imposed on its income, and franchise or similar taxes imposed on it, by
a jurisdiction under the laws of which such Bank or the Agent (as the case may
be) is organized or in which its principal executive office is located or, in
the case of each Bank, in which its Applicable Lending Office is located and
(ii) in the case of each Bank, any United States withholding tax imposed on
such payments but only to the extent that such Bank is subject to United
States withholding tax (x) as to amounts payable in respect of any Money
Market Loan, at the date of the related Money Market Quote and (y) as to any
other amounts payable hereunder or under the Notes, at the time such Bank
first becomes a party to this Agreement.
"Other Taxes" means any present or future stamp or documentary taxes and
any other excise or property taxes, or similar charges or levies, which arise
from any payment made pursuant to this Agreement or under any Note or from the
execution or delivery of, or otherwise with respect to, this Agreement or any
Note; PROVIDED that any such taxes applicable to a Money Market Loan shall
constitute Other Taxes only to the extent attributable to a Regulatory Change
on or after the date of the related Money Market Quote.
(b) Any and all payments by the Borrower to or for the account of any
Bank or the Agent hereunder or under any Note shall be made without deduction
for any Taxes or Other Taxes; PROVIDED that, if the Borrower shall be required
by law to deduct any Taxes or Other Taxes from any such payments, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 8.04) such Bank or the Agent (as the case may be) receives an
amount equal to the sum it would have
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received had no such deductions been made, (ii) the Borrower shall make such
deductions, (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law and (iv) the Borrower shall furnish to the Agent, at its address referred
to in Section 9.01, the original or a certified copy of a receipt evidencing
payment thereof.
(c) The Borrower agrees to indemnify each Bank and the Agent for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed or asserted by any jurisdiction on amounts payable
under this Section 8.04) paid by such Bank or the Agent (as the case may be)
and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto. This indemnification shall be paid within
15 days after such Bank or the Agent (as the case may be) makes demand
therefor.
(d) Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other
Bank, and from time to time thereafter as required by law (but only so long as
such Bank remains lawfully able to do so), shall provide the Borrower with
Internal Revenue Service form 1001 or 4224, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such Bank is
entitled to benefits under an income tax treaty to which the United States is
a party which exempts the Bank from United States withholding tax or reduces
the rate of withholding tax on payments of interest for the account of such
Bank or certifying in conformity with applicable legal requirements that the
income receivable pursuant to this Agreement is effectively connected with the
conduct of a trade or business in the United States.
(e) For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form pursuant to Section 8.04(d) (unless
such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which such form originally was required to be
provided), such Bank shall not be entitled to indemnification under Section
8.04(b) or (c) with respect to Taxes imposed by the United States; PROVIDED
that if a Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax, becomes subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as such Bank shall
reasonably request
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(at the expense of such Bank) to assist such Bank to recover such Taxes.
(f) If the Borrower is required to pay additional amounts to or for the
account of any Bank pursuant to this Section 8.04, then such Bank will change
the jurisdiction of its Applicable Lending Office if, in the judgment of such
Bank, such change (i) will eliminate or reduce any such additional payment
which may thereafter accrue and (ii) is not otherwise disadvantageous to such
Bank.
SECTION 8.05. BASE RATE LOANS SUBSTITUTED FOR AFFECTED FIXED RATE LOANS.
If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended
pursuant to Section 8.02 or (ii) any Bank has demanded compensation under
Section 8.03 or 8.04 with respect to its CD Loans or Euro-Dollar Loans and the
Borrower shall, by at least five Euro-Dollar Business Days' prior notice to
such Bank through the Agent, have elected that the provisions of this Section
shall apply to such Bank, then, unless and until such Bank notifies the
Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer exist:
(a) all Loans which would otherwise be made by such Bank as CD
Loans or Euro-Dollar Loans, as the case may be, shall be made instead as
Base Rate Loans (on which interest and principal shall be payable
contemporaneously with the related Fixed Rate Loans of the other Banks),
and
(b) after each of its CD Loans or Euro-Dollar Loans, as the case
may be, has been repaid, all payments of principal which would otherwise
be applied to repay such Fixed Rate Loans shall be applied to repay its
Base Rate Loans instead.
SECTION 8.06. SUBSTITUTION OF BANK. If any Bank (i) has demanded
compensation or other payment pursuant to Section 8.03 or 8.04 or (ii) has
determined that the making, maintenance or funding of any Euro-Dollar Rate
Loan has become unlawful or impermissible pursuant to Section 8.02 and, in the
case of clause (i), similar demand for compensation or payment has not been
made by all of the Banks, the Borrower shall have the right to designate an
Assignee to purchase for cash, pursuant to an Assignment and Assumption
Agreement in substantially the form of Exhibit G hereto, the outstanding Loans
and Commitment of such Bank and to assume all of such Bank's other rights and
obligations hereunder without recourse to or warranty by, or expense to, such
Bank, for a purchase price equal to the principal amount of all of such Bank's
outstanding Loans
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plus any accrued but unpaid interest thereon and the accrued but unpaid
facility fees in respect of such Bank's Commitment hereunder plus such amount,
if any, as would be payable pursuant to Section 2.13 if the outstanding Loans
of such Bank were prepaid in their entirety on the date of consummation of
such assignment.
SECTION 8.07. CONSULTATION. Prior to giving notice pursuant to Section
8.02 or to demanding compensation or other payment pursuant to Section 8.03 or
8.04, each Bank shall consult with the Borrower and the Agent with reference
to the circumstances giving rise thereto; PROVIDED that nothing in this
Section 8.07 shall limit the right of any Bank to require full performance by
the Borrower of its obligations under such Sections.
ARTICLE IX
MISCELLANEOUS
SECTION 9.01. NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party:
(x) in the case of the Borrower or the Agent, at its address, facsimile number
or telex number set forth on the signature pages hereof, (y) in the case of
any Bank, at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (z) in the case of any party, such other
address, facsimile number or telex number as such party may hereafter specify
for the purpose by notice to the Agent and the Borrower. Each such notice,
request or other communication shall be effective (i) if given by telex, when
such telex is transmitted to the telex number specified in this Section and
the appropriate answerback is received, (ii) if given by facsimile
transmission, when transmitted to the facsimile number specified in this
Section and confirmation of receipt is received, (iii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid or (iv) if given by any other means,
when delivered at the address specified in this Section; PROVIDED that notices
to the Agent under Article II or Article VIII shall not be effective until
received.
SECTION 9.02. NO WAIVERS. No failure or delay by the Agent or any Bank
in exercising any right, power or privilege hereunder or under any Note shall
operate as a
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waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.
SECTION 9.03. EXPENSES; INDEMNIFICATION. (a) The Borrower shall pay (i)
all out-of-pocket expenses of the Agent, including fees and disbursements of
special counsel for the Agent, in connection with the preparation and
administration of this Agreement, any waiver or consent hereunder or any
amendment hereof or any Default or alleged Default hereunder and (ii) if an
Event of Default occurs, all out-of-pocket expenses incurred by the Agent and
each Bank, including (without duplication, but subject to Section 9.03(c)) the
fees and disbursements of outside counsel and the allocated cost of inside
counsel, in connection with such Event of Default and collection, bankruptcy,
insolvency and other enforcement proceedings resulting therefrom.
(b) Subject to Section 9.03(c), the Borrower agrees to indemnify the
Agent and each Bank, their respective affiliates and the respective directors,
officers, agents and employees of the foregoing (each an "Indemnitee") and
hold each Indemnitee harmless from and against any and all liabilities,
losses, damages, costs and expenses of any kind, including, without
limitation, the reasonable fees and disbursements of counsel, which may be
incurred by such Indemnitee in connection with any investigative,
administrative or judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto) brought or threatened relating to or arising out
of this Agreement or any actual or proposed use of proceeds of Loans
hereunder; provided that no Indemnitee shall have the right to be indemnified
hereunder for such Indemnitee's own gross negligence or willful misconduct as
determined by a court of competent jurisdiction.
(c) The Borrower shall not, in connection with any single proceeding or
series of related proceedings in the same jurisdiction, be liable for the fees
and expenses of more than one separate firm (in addition to any local counsel)
for all Indemnitees, such firm to be selected by the Agent; PROVIDED that if
the an Indemnitee shall have reasonably concluded that (i) there may be legal
defenses available to it which are different from or additional to those
available to other Indemnitees and may conflict therewith or (ii) the
representation of such Indemnitee and the other Indemnitees by the same
counsel would otherwise be inappropriate under applicable principles of
professional responsibility, such Indemnitee shall have the right to
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select and retain separate counsel to represent such Indemnitee in connection
with such proceeding(s) at the expense of the Borrower.
SECTION 9.04. SHARING OF SET-OFFS. Each Bank agrees that if it shall,
by exercising any right of set-off or counterclaim or otherwise, receive
payment of a proportion of the aggregate amount of principal and interest due
with respect to any Note held by it which is greater than the proportion
received by any other Bank in respect of the aggregate amount of principal and
interest due with respect to any Note held by such other Bank, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Notes held by the other Banks, and such other
adjustments shall be made, as may be required so that all such payments of
principal and interest with respect to the Notes held by the Banks shall be
shared by the Banks pro rata; PROVIDED that nothing in this Section shall
impair the right of any Bank to exercise any right of set-off or counterclaim
it may have and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its indebtedness hereunder. The
Borrower agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Note, whether or not
acquired pursuant to the foregoing arrangements, may exercise rights of
set-off or counterclaim and other rights with respect to such participation as
fully as if such holder of a participation were a direct creditor of the
Borrower in the amount of such participation.
SECTION 9.05. AMENDMENTS AND WAIVERS. Any provision of this Agreement
or the Notes may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrower and the Required Banks
(and, if the rights or duties of the Agent are affected thereby, by the
Agent); PROVIDED that no such amendment or waiver shall, unless signed by all
the Banks, (i) increase or decrease the Commitment of any Bank (except for a
ratable decrease in the Commitments of all Banks) or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Loan or any fees hereunder, (iii) postpone the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder or for any
reduction or termination of any Commitment or (iv) change the percentage of
the Commitments or of the aggregate unpaid principal amount of the Notes, or
the number of Banks, which shall be required for the Banks or any of them to
take any action under this Section or any other provision of this Agreement.
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SECTION 9.06. SUCCESSORS AND ASSIGNS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns, except that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement without
the prior written consent of all Banks.
(b) Subject to any limitations imposed by applicable law, any Bank may
at any time grant to one or more banks or other institutions (each a
"Participant") participating interests in its Commitment or any or all of its
Loans. In the event of any such grant by a Bank of a participating interest
to a Participant, whether or not upon notice to the Borrower and the Agent,
such Bank shall remain responsible for the performance of its obligations
hereunder, and the Borrower and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement. Any agreement pursuant to which any Bank may grant such
a participating interest shall provide that such Bank shall retain the sole
right and responsibility to enforce the obligations of the Borrower hereunder
including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; PROVIDED that such
participation agreement may provide that such Bank will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii), (iii) or (iv) of Section 9.05 without the consent of the Participant.
The Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article VIII with
respect to its participating interest; PROVIDED that no Participant shall be
entitled to receive any greater payment under Section 8.03 or 8.04 than the
grantor Bank would have been entitled to receive. An assignment or other
transfer which is not permitted by subsection (c) or (d) below shall be given
effect for purposes of this Agreement only to the extent of a participating
interest granted in accordance with this subsection (b).
(c) Any Bank may at any time assign to one or more banks or other
institutions (each an "Assignee") all, or a proportionate part (equivalent to
an initial Commitment of not less than $25,000,000) of all, of its rights and
obligations under this Agreement and the Notes, and such Assignee shall assume
such rights and obligations, pursuant to an Assignment and Assumption
Agreement in substantially the form of Exhibit G hereto executed by such
Assignee and such transferor Bank, with (and subject to) the subscribed
consent of the Borrower, which shall not be unreasonably withheld, and the
Agent; PROVIDED that if an Assignee is an
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affiliate of such transferor Bank or was a Bank immediately prior to such
assignment, no such consent shall be required; and PROVIDED FURTHER that such
assignment may, but need not, include rights of the transferor Bank in respect
of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in
such instrument of assumption, and the transferor Bank shall be released from
its obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any
assignment pursuant to this subsection (c), the transferor Bank, the Agent and
the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Agent an administrative fee for processing
such assignment in the amount of $2,500. If the Assignee is not incorporated
under the laws of the United States of America or a state thereof, it shall
deliver to the Borrower and the Agent certification as to exemption from
deduction or withholding of any United States federal income taxes in
accordance with Section 8.04.
(d) Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such
assignment shall release the transferor Bank from its obligations hereunder.
(e) No Assignee or other transferee of any Bank's rights shall be
entitled to receive any greater payment under Section 8.03 or 8.04 than such
Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent (with disclosure to the Borrower at the time of the transfer of any
greater payment which the transferee would then be entitled to demand under
either Section 8.03 or 8.04) or by reason of the provisions of Section 8.02,
8.03 or 8.04 requiring such Bank to designate a different Applicable Lending
Office under certain circumstances.
SECTION 9.07. COLLATERAL. Each of the Banks represents to the Agent and
each of the other Banks that it in good faith is not relying upon any "margin
stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.
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SECTION 9.08. GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement
and each Note shall be governed by and construed in accordance with the laws
of the State of New York. The Borrower hereby submits to the nonexclusive
jurisdiction of the United States District Court for the Southern District of
New York and of any New York State court sitting in New York City for purposes
of all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been
brought in an inconvenient forum.
SECTION 9.09. COUNTERPARTS; INTEGRATION. This Agreement may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire agreement and understanding
among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.
SECTION 9.10. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT AND
--------------------
THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
TOYOTA MOTOR CREDIT CORPORATION
By /S/ Wolfgang Jahn
-------------------------------
Title: Group Vice President
19001 South Western Avenue
P.O. Box 2991
Torrance, CA 90509-2991
Telex number: 37719707
Facsimile number: 310-787-6194
53
<PAGE>
Commitments
- -----------
$75,000,000 MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By /S/ Kevin J. O'Brien
---------------------------------
Title: Vice President
$75,000,000 BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By /S/ Viswanathan Shanker
---------------------------------
Title: Senior Vice President
$75,000,000 THE BANK OF TOKYO, LTD.
By /S/ Yasuharu Kawasoe
----------------------------------
Title: Deputy General Manager
$75,000,000 THE CHASE MANHATTAN BANK N.A.
By /S/ Richard A. Bonomo
---------------------------------
Title: Vice President
$75,000,000 CITICORP USA, INC.
By /S/ Barbara A. Cohen
--------------------------------
Title: Vice President
54
<PAGE>
$75,000,000 CREDIT SUISSE
By /S/ Stephen M. Flynn
---------------------------------
Title: Member of St. Management
By /S/ David J. Worthington
---------------------------------
Title: Member of Senior Management
$30,000,000 ABN AMRO BANK N.V.
By /S/ J. Alexander Pruijs
---------------------------------
Title: Vice President
By /S/ Ellen M. Coleman
----------------------------------
Title: Assistant Vice President
$30,000,000 BANQUE PARIBAS
By /S/ Steve Y. Li
---------------------------------
Title: Associate
By /S/ John N. Cate
----------------------------------
Title: Regional Credit Officer
$30,000,000 BARCLAYS BANK PLC
By /S/ Timothy L. Harrington
----------------------------------
Title: Associate Director
55
<PAGE>
$30,000,000 DEUTSCHE BANK AG LOS ANGELES AND/OR
CAYMAN ISLANDS BRANCHES
By /S/ David Wagstaff
----------------------------------
Title: Vice President
By /S/ Christine Lane
---------------------------------
Title: Assistant Vice President
$30,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN, LTD.
By /S/ Sadao Muraoka
---------------------------------
Title: Deputy General Manager
$30,000,000 THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By /S/Kazuo Gejo
----------------------------------
Title: General Manager and Agent
$30,000,000 THE SANWA BANK, LIMITED
By /S/ Koichi Ueno
----------------------------------
Title: Assistant Vice President
56
<PAGE>
$30,000,000 SWISS BANK CORPORATION,
NEW YORK BRANCH
By /S/ Stephanie W. Kim
----------------------------------
Title: Associate Director Merchant
Banking
By /S/ Michael T. Fabiano
----------------------------------
Title: Associate Director
Merchant Banking
$30,000,000 THE TOKAI BANK, LIMITED
By /S/ Takashi Kawaguchi
----------------------------------
Title: Assistant General Manager
$30,000,000 UNION BANK OF SWITZERLAND
By /S/ James I. Chu
---------------------------------
Title: Assistant Vice President
By /S/ Patrick J. Mckenna
---------------------------------
Title: Vice President
- -----------------
Total Commitments
$ 750,000,000
57
<PAGE>
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /S/ Kevin J. O'Brien
----------------------------------
Title: Vice President
Attention: William Wood
c/o J.P. Morgan Services Inc.
500 Stanton Christiana Road
Newark, DE 19713
Telex number: 177425 MBDEL UT
Facsimile number: 302-634-4267
58
<PAGE>
SCHEDULE I
Designated Credit Facilities
1. $300,000,000 line of credit provided by Bank of America National Trust &
Savings Association to Toyota Motor Sales, U.S.A., Inc. and Toyota Motor
Credit Corporation pursuant to a letter agreement dated April 14, 1994.
2. $200,000,000 line of credit provided by The Bank of Tokyo, Ltd. to
Toyota Motor Sales, U.S.A., Inc. and Toyota Motor Credit Corporation
pursuant to a letter agreement dated September 1, 1993.
3. $150,000,000 line of credit provided by The Chase Manhattan Bank, N.A.
to Toyota Motor Sales, U.S.A., Inc. and Toyota Motor Credit Corporation
pursuant to a letter agreement dated September 15, 1993.
59
<PAGE>
EXHIBIT A
NOTE
New York, New York
, 19
For value received, Toyota Motor Credit Corporation, a California
corporation (the "Borrower"), promises to pay to the order of (the "Bank"),
for the account of its Applicable Lending Office, the unpaid principal amount
of each Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below on the last day of the Interest Period relating to such
Loan. The Borrower promises to pay interest on the unpaid principal amount of
each such Loan on the dates and at the rate or rates provided for in the
Credit Agreement. All such payments of principal and interest shall be made
in lawful money of the United States in Federal or other immediately available
funds at the office of Morgan Guaranty Trust Company of New York, 60 Wall
Street, New York, New York.
All Loans made by the Bank, the respective types and maturities thereof
and all repayments of the principal thereof shall be recorded by the Bank and,
if the Bank so elects in connection with any transfer or enforcement hereof,
appropriate notations to evidence the foregoing information with respect to
each such Loan then outstanding may be endorsed by the Bank on the schedule
attached hereto, or on a continuation of such schedule attached to and made a
part hereof; provided that the failure of the Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Credit Agreement.
This note is one of the Notes referred to in the Three-Year Credit
Agreement dated as of September 29, 1994 among the Borrower, the banks listed
on the signature pages thereof and Morgan Guaranty Trust Company of New York,
as Agent (as the same may be amended from time to time, the "Credit
Agreement"). Terms defined in the Credit Agreement
<PAGE>
are used herein with the same meanings. Reference is made to the Credit
Agreement for provisions for the prepayment hereof and the acceleration of the
maturity hereof.
TOYOTA MOTOR CREDIT CORPORATION
By
-----------------------------
Title:
2
<PAGE>
Note (cont'd)
LOANS AND PAYMENTS OF PRINCIPAL
------------------------------------------------------------------
Amount of
Amount of Type of Principal Maturity Notation
Date Loan Loan Repaid Date Made By
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
3
<PAGE>
EXHIBIT B
Form of Money Market Quote Request
----------------------------------
[Date]
To: Morgan Guaranty Trust Company of New York
(the "Agent")
From: Toyota Motor Credit Corporation
Re: Three-Year Credit Agreement (the "Credit Agreement") dated as of
September 29, 1994 among the Borrower, the Banks listed on the
signature pages thereof and the Agent
We hereby give notice pursuant to Section 2.03 of the Credit Agreement
that we request Money Market Quotes for the following proposed Money Market
Borrowing(s):
Date of Borrowing:
--------------------
Principal Amount* Interest Period**
- ----------------- -----------------
$
Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]
- -----------------
*Amount must be $50,000,000 or a larger multiple of $5,000,000.
**Not less than one month (LIBOR Auction) or not less than 14 days (Absolute
Rate Auction), subject to the provisions of the definition of Interest Period.
<PAGE>
Terms used herein have the meanings assigned to them in the Credit
Agreement.
TOYOTA MOTOR CREDIT CORPORATION
By
----------------------------
Title:
2
<PAGE>
EXHIBIT C
Form of Invitation for Money Market Quotes
------------------------------------------
To: [Name of Bank]
Re: Invitation for Money Market Quotes to Toyota Motor Credit Corporation
(the "Borrower")
Pursuant to Section 2.03 of the Three-Year Credit Agreement dated as
of September 29, 1994 among the Borrower, the Banks parties thereto and the
undersigned, as Agent, we are pleased on behalf of the Borrower to invite you
to submit Money Market Quotes to the Borrower for the following proposed Money
Market Borrowing(s):
Date of Borrowing:
-------------------
Principal Amount Interest Period
- ---------------- ---------------
$
Such Money Market Quotes should offer a Money Market [Margin] [Absolute
Rate]. [The applicable base rate is the London Interbank Offered Rate.]
Please respond to this invitation by no later than [4:00 P.M.] [9:30
A.M.] (New York City time) on [date].
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
--------------------------
Authorized Officer
<PAGE>
EXHIBIT D
Form of Money Market Quote
--------------------------
To: Morgan Guaranty Trust Company of New York,
as Agent
Re: Money Market Quote to Toyota Motor Credit Corporation (the "Borrower")
In response to your invitation on behalf of the Borrower
dated 19 , we hereby make the following Money Market
------------, -----
Quote on the following terms:
1. Quoting Bank:
----------------------------------------
2. Person to contact at Quoting Bank:
----------------------------------
3. Date of Borrowing: *
-------------------------------------
4. We hereby offer to make Money Market Loan(s) in the following
principal amounts, for the following Interest Periods and at the
following rates:
Principal Interest Money Market
Amount** Period** [Margin****] [Absolute Rate*****]
- ------------ ------------ ---------------------------------------
$
$
[Provided, that the aggregate principal amount of Money Market Loans for
which the above offers may be accepted shall not exceed $ .]**
--------
- ----------------
* As specified in the related Invitation.
** Principal amount bid for each Interest Period may not exceed principal
amount requested. Specify aggregate limitation if the sum of the individual
offers exceeds the amount the Bank is willing to lend. Bids must be made for
$5,000,000 or a larger multiple of $1,000,000.
(notes continued on following page)
<PAGE>
We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Three-Year Credit
Agreement dated as of September 29, 1994 among the Borrower, the Banks listed
on the signature pages thereof and yourselves, as Agent, irrevocably obligates
us to make the Money Market Loan(s) for which any offer(s) are accepted, in
whole or in part.
Very truly yours,
[NAME OF BANK]
Dated: By:
------------------------------- ----------------------------
Authorized Officer
- ---------------
*** Not less than one month or not less than 14 days, as specified in the
related Invitation. No more than five bids are permitted for each Interest
Period.
**** Margin over or under the London Interbank Offered Rate determined for the
applicable Interest Period. Specify percentage (to the nearest 1/10,000 of
1%) and specify whether "PLUS" or "MINUS".
***** Specify rate of interest per annum (to the nearest 1/10,000th of 1%).
2
<PAGE>
EXHIBIT E
OPINION OF
COUNSEL FOR THE BORROWER
------------------------
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260
Re: Credit Agreement
----------------
Ladies and Gentlemen:
I and my staff have acted as counsel for Toyota Motor Credit Corporation
(the "Borrower") in connection with the Three-Year Credit Agreement (the
"Credit Agreement") dated as of September 29, 1994 among the Borrower, the
banks listed on the signature pages thereof and the Morgan Guaranty Trust
Company of New York, as Agent. Terms defined in the Credit Agreement are used
herein as therein defined. This opinion is being rendered to you pursuant to
Section 3.01(c) of the Credit Agreement.
I am General Counsel of the Borrower and as such I, or members of my
staff, have participated in the negotiation of the Credit Agreement. I, or
members of my staff, have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public official and other instruments and have conducted such
other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion.
Upon the basis of the foregoing and in reliance thereon, I am of the
opinion, subject to the assumptions and limitations set forth herein, that:
1. The Borrower is a corporation duly incorporated, validly existing and
in good standing under the laws of California, and has all corporate powers
and all
<PAGE>
material governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted.
2. The execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within the Borrower's corporate powers, have been
duly authorized by all necessary corporate action, require no action by or in
respect of, or filing with, any governmental body, agency or official and do
not contravene, or constitute a default under, any provision of applicable law
or regulation or of the articles of incorporation or bylaws of the Borrower or
of any debt instrument or any other material agreement, judgment, injunction,
order, decree or other instrument binding upon the Borrower or any of its
Subsidiaries.
3. The Credit Agreement and the Notes are governed, by their terms, by
New York law. I express no opinion on the enforceability of the Loan
Documents under New York law. If California law were to apply, the Credit
Agreement would constitute a valid and binding agreement of the Borrower and
each Note would constitute a valid and binding obligation of the Borrower, in
each case enforceable in accordance with its terms.
4. There is no action, suit or proceeding pending against, or to the
best of my knowledge threatened against or affecting, the Borrower or any of
its Subsidiaries before any court or arbitrator or any governmental body,
agency or official, in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, consolidated
financial position or consolidated results of operations of the Borrower and
its consolidated Subsidiaries, considered as a whole or which in any manner
draws into question the validity of the Credit Agreement or the Notes.
5. Each of the Borrower's corporate Subsidiaries is a corporation
validly existing and in good standing under the laws of its jurisdiction of
incorporation, and has all corporate powers and all material governmental
licenses, authorizations, consents and approvals required to carry on its
business as now conducted.
The opinion set forth in paragraph 3 is subject to: (i) the effect of
applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent
conveyance or other similar laws of general application relating to or
affecting the enforcement of creditors' rights generally, (ii) limitations on
the remedy of specific performance and injunctive and other forms of equitable
2
<PAGE>
relief due to the possible existence of equitable defenses or due to the
discretion of the court before which any proceeding therefor may be brought,
(iii) the unenforceability under certain circumstances of provisions to the
effect that failure to exercise, or delay in exercising, rights or remedies
will not operate as a waiver of any such right or remedy, (iv) limitations
based upon statutes or upon public policy limiting a person's right to waive
the benefits of statutory provisions or of a common law right, (v) limitations
on the right of a lender to exercise remedies or impose penalties for late
payments or other defaults by a borrower, if it is determined that (a) either
the defaults are not material, such penalties bear no reasonable relation to
the damage suffered by the lender as a result of such delinquencies or
defaults, or it cannot be demonstrated that the enforcement of such
restrictions or burdens is reasonably necessary for the protection of the
creditor, or (b) the creditor's enforcement of such covenants or provisions
under the circumstances would violate the creditor's implied covenant of good
faith and fair dealing, (vi) the unenforceability under certain circumstances,
under California or federal law or court decisions, of provisions releasing a
party from, or indemnifying a party against, liability for its own wrongful or
negligent acts or where such release or indemnification is contrary to public
policy, (vii) the effect of California law, which provides that a court may
refuse to enforce, or may limit the application of, a contract or any clause
of a contract which the court finds to have been unconscionable at the time it
was made, or an unfair portion of an adhesion contract, (viii) the effect of
California law, which provides that when a contract permits one party to a
contract to recover attorneys' fees, the prevailing party in any action to
enforce any provision of the contract shall be entitled to recover its
reasonable attorneys' fees, (ix) compliance with, and limitations imposed by,
procedural requirements of state law, including California Commercial Code
Sections 951 et seq., relating to the exercise of remedies by a lender; and
(x) limitations under California law as to the right to retain or collect
unearned interest. The foregoing limitations, however, do not render the
Credit Agreement and the Notes invalid as a whole, and there exists, in the
Credit Agreement and the Notes or pursuant to applicable law, legally adequate
remedies for the realization of the principal benefits intended to be provided
by the Credit Agreement and the Notes.
I am a member of the Bar of the State of California and the foregoing
opinion is limited to the laws of the State of California and the federal laws
of the United States of America. In giving the foregoing opinion,
3
<PAGE>
(i) I express no opinion as to the effect (if any) of any law of any
jurisdiction (except the State of California) in which any Bank is located
which limits the rate of interest that such Bank may charge or collect; (ii) I
have assumed, without independent investigation, that the execution, delivery
and performance by the Banks of the Credit Agreement and the Notes are within
the Bank's corporate powers and have been duly authorized by all necessary
corporate action; and (iii) I have assumed, without independent investigation,
that each of the Banks is a "bank" within the meaning of Article XV, Section 1
of the Constitution of the State of California.
The references in this opinion to facts based on the "best of my
knowledge" refer only to my own actual, present knowledge and the knowledge of
the members of my staff who have given substantive consideration to the
matters referred to herein.
This opinion is furnished by me as General Counsel for the Borrower to
you in connection with the Credit Agreement, is solely for your benefit and
may not be relied upon by any other person without my prior written consent.
Respectfully submitted,
William A. Plourde, Jr.
General Counsel
4
<PAGE>
EXHIBIT F
OPINION OF
DAVIS POLK & WARDWELL, SPECIAL COUNSEL
FOR THE AGENT
--------------------------------------
To the Banks and the Agent
Referred to Below
c/o Morgan Guaranty Trust Company
of New York, as Agent
60 Wall Street
New York, New York 10260
Dear Sirs:
We have participated in the preparation of the Three-Year Credit
Agreement (the "Credit Agreement") dated as of September 29, 1994 among Toyota
Motor Credit Corporation, a California corporation (the "Borrower"), the banks
listed on the signature pages thereof (the "Banks") and Morgan Guaranty Trust
Company of New York, as Agent (the "Agent"), and have acted as special counsel
for the Agent for the purpose of rendering this opinion pursuant to Section
3.01(d) of the Credit Agreement. Terms defined in the Credit Agreement are
used herein as therein defined.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.
Upon the basis of the foregoing, we are of the opinion that the Credit
Agreement constitutes a valid and binding agreement of the Borrower and each
Note constitutes a valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms, except as the same may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally
and by general principles of equity.
1
<PAGE>
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws
of the United States of America. In giving the foregoing opinion, (i) we
express no opinion as to the effect (if any) of any law of any jurisdiction
(except the State of New York) in which any Bank is located which limits the
rate of interest that such Bank may charge or collect and (ii) we have
assumed, without independent investigation, that the execution, delivery and
performance by the Borrower of the Credit Agreement and the Notes are within
the Borrower's corporate powers and have been duly authorized by all necessary
corporate action.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by any other person without our prior written consent.
Very truly yours,
<PAGE>
EXHIBIT G
ASSIGNMENT AND ASSUMPTION AGREEMENT
AGREEMENT dated as of , 19 among [ASSIGNOR] (the "Assignor"),
--------- --
[ASSIGNEE] (the "Assignee"), TOYOTA MOTOR CREDIT CORPORATION (the "Borrower")
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the Three-Year Credit Agreement dated as of September 29, 1994
among the Borrower, the Assignor and the other Banks party thereto, as Banks,
and the Agent (the "Credit Agreement");
WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Loans to the Borrower in an aggregate principal amount at
any time outstanding not to exceed $ ;
----------
WHEREAS, Committed Loans made to the Borrower by the Assignor under the
Credit Agreement in the aggregate principal amount of $ are
----------
outstanding at the date hereof; and
WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of
its Commitment thereunder in an amount equal to $ (the "Assigned
----------
Amount"), together with a corresponding portion of its outstanding Committed
Loans, and the Assignee proposes to accept assignment of such rights and
assume the corresponding obligations from the Assignor on such terms;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Credit Agreement.
<PAGE>
SECTION 2. ASSIGNMENT. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount, and the Assignee hereby accepts such assignment
from the Assignor and assumes all of the obligations of the Assignor under the
Credit Agreement to the extent of the Assigned Amount, including the purchase
from the Assignor of the corresponding portion of the principal amount of the
Committed Loans made by the Assignor outstanding at the date hereof. Upon the
execution and delivery hereof by the Assignor, the Assignee[, the Borrower and
the Agent] and the payment of the amounts specified in Section 3 required to
be paid on the date hereof (i) the Assignee shall, as of the date hereof,
succeed to the rights and be obligated to perform the obligations of a Bank
under the Credit Agreement with a Commitment in an amount equal to the
Assigned Amount, and (ii) the Commitment of the Assignor shall, as of the date
hereof, be reduced by a like amount and the Assignor released from its
obligations under the Credit Agreement to the extent such obligations have
been assumed by the Assignee. The assignment provided for herein shall be
without recourse to the Assignor.
SECTION 3. PAYMENTS. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on
the date hereof in Federal funds the amount heretofore agreed between them.*
It is understood that commitment and/or facility fees accrued to the date
hereof are for the account of the Assignor and such fees accruing from and
including the date hereof are for the account of the Assignee. Each of the
Assignor and the Assignee hereby agrees that if it receives any amount under
the Credit Agreement which is for the account of the other party hereto, it
shall receive the same for the account of such other party to the extent of
such other party's interest therein and shall promptly pay the same to such
other party.
SECTION 4. CONSENT OF THE BORROWER AND THE AGENT. This Agreement is
conditioned upon the consent of the Borrower and the Agent pursuant to
Section 9.06(c) of the Credit Agreement. The execution of this Agreement by
the Borrower and the Agent is evidence of this consent.
- ------------------
*Amount should combine principal together with accrued interest and
breakage compensation, if any, to be paid by the Assignee, net of any portion
of any upfront fee to be paid by the Assignor to the Assignee. It may be
preferable in an appropriate case to specify these amounts generically or by
formula rather than as a fix sum.
2
<PAGE>
Pursuant to Section 9.06(c) the Borrower agrees to execute and deliver a Note
payable to the order of the Assignee to evidence the assignment and assumption
provided for herein.]
SECTION 5. NON-RELIANCE ON ASSIGNOR. The Assignor makes no
representation or warranty in connection with, and shall have no
responsibility with respect to, the solvency, financial condition, or
statements of the Borrower, or the validity and enforceability of the
obligations of the Borrower in respect of the Credit Agreement or any Note.
The Assignee acknowledges that it has, independently and without reliance on
the Assignor, and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement and will continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the Borrower.
SECTION 6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 7. COUNTERPARTS. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
[ASSIGNOR]
By
-------------------------------
Title:
[ASSIGNEE]
By
-------------------------------
Title:
3
<PAGE>
TOYOTA MOTOR CREDIT CORPORATION
By
-------------------------------
Title:
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
By
-------------------------------
Title:
4
<PAGE>
SCHEDULE RE: 364-DAY CREDIT AGREEMENT
On September 29, 1994, the Registrant entered into two credit Agreements,
one with a term of three years (the "Three-year Agreement") and one with a
term of 364-days (the "364-day Agreement"). Each of these agreements provided
for a $750,000,000 syndicated credit facility. The banks participating in
each facility are the same, and the banks' commitments under each facility are
for the same amounts.
The Three-year Agreement is filed herewith as Exhibit 10.10. The 364-day
Agreement is substantially identical in all material respects to the Three-
year Agreement, except as follows:
1. The "Termination Date" for the facility is September 28, 1995.
(Section 1.01)
2. The "CD Margin" is 0.25% per annum. (Section 2.07(b))
3. The "Euro-Dollar Margin" is 0.1250% per annum. (Section 2.07(c))
4. The Facility Fee is 0.05% per annum. (Section 2.08)
5. A condition for the effectiveness of the facility is receipt by
the agent of evidence of the effectiveness of the Three-year Agreement.
(Section 3.01(g))
6. The 364-day Agreement contains a specific reference that any
determination by a governmental authority, central bank or comparable agency
that, for purposes of capital adequacy requirements, the commitments under the
facility do not constitute commitments with an original maturity of one year
or less, will be deemed to be a change within the contemplation of Section
8.03(b).
In accordance with Instruction 2 to Item 601 of Regulation S-K, the
Registrant is filing this Schedule in lieu of filing the 364-day Agreement.
The Registrant undertakes to file the 364-day Agreement if required by the
Securities and Exchange Commission.<PAGE>
<PAGE>
EXHIBIT 12.1
TOYOTA MOTOR CREDIT CORPORATION
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Years Ended September 30,
----------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Consolidated income
before income taxes...... $293 $255 $175 $135 $ 85
---- ---- ---- ---- ----
Fixed Charges
Interest<F1>............. 486 454 450 390 317
Portion of rent expense
representative of the
interest factor (deemed
to be one-third)....... 3 3 2 2 1
---- ---- ---- ---- ----
Total fixed charges........ 489 457 452 392 318
---- ---- ---- ---- ----
Earnings available
for fixed charges........ $782 $712 $627 $527 $403
==== ==== ==== ==== ====
Ratio of earnings to
fixed charges<F2>........ 1.60 1.56 1.39 1.34 1.27
==== ==== ==== ==== ====
<FN>
- -----------------
<F1> Includes reduction for noninterest-bearing advances from TMS.
<F2> In March 1987, TMCC guaranteed payments of principal and interest on
$58 million principal amount of bonds issued in connection with the
Kentucky manufacturing facility of an affiliate. As of September 30,
1994, TMCC has not incurred any fixed charges in connection with such
guarantee and no amount is included in any ratio of earnings to fixed
charges. The ratio of earnings to fixed charges for TMS and
subsidiaries was 1.90, 2.07, 1.83, 2.54 and 3.31 for the years ended
September 30, 1994, 1993, 1992, 1991 and 1990, respectively.
</FN>
</TABLE>
<PAGE>
EXHIBIT 12.2
TOYOTA MOTOR CREDIT CORPORATION
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
Excluding Parent Adjustment
<TABLE>
<CAPTION>
Years Ended September 30,
----------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(Dollars in Millions)
<S> <C> <C> <C> <C> <C>
Consolidated income
before income taxes
and Parent adjustment..... $293 $255 $175 $135 $ 84
---- ---- ---- ---- ----
Fixed Charges
Interest.................. 486 454 450 390 317
Portion of rent expense
representative of the
interest factor (deemed
to be one-third)........ 3 3 2 2 1
---- ---- ---- ---- ----
Total fixed charges......... 489 457 452 392 318
---- ---- ---- ---- ----
Earnings available
for fixed charges......... $782 $712 $627 $527 $402
==== ==== ==== ==== ====
Ratio of earnings to
fixed charges<F1>......... 1.60 1.56 1.39 1.34 1.26
==== ==== ==== ==== ====
<FN>
- ------------------
<F1> In March 1987, TMCC guaranteed payments of principal and interest on $58
million principal amount of bonds issued in connection with the Kentucky
manufacturing facility of an affiliate. As of September 30, 1994, TMCC
has not incurred any fixed charges in connection with such guarantee and
no amount is included in any ratio of earnings to fixed charges. The
ratio of earnings to fixed charges for TMS and subsidiaries was 1.90,
2.07, 1.83, 2.54 and 3.31 for the years ended September 30, 1994, 1993,
1992, 1991 and 1990, respectively.
</FN>
</TABLE>
<PAGE>
EXHIBIT 21.1
TOYOTA MOTOR CREDIT CORPORATION
LIST OF SUBSIDIARIES
State of
Subsidiary Incorporation
- ---------- -------------
Toyota Motor Insurance Services California
Toyota Motor Insurance Agency of Ohio, Inc. Ohio
Toyota Motor Insurance Services of Kentucky, Inc. Kentucky
Toyota Motor Insurance Services of Rhode Island, Inc. Rhode Island
Toyota Motor Insurance Services of Wyoming, Inc. Wyoming
Toyota Motor Insurance Corporation of Vermont Vermont
Toyota Motor Insurance Company Iowa
Toyota Motor Life Insurance Company Iowa
Toyota Motor Credit Receivables Corporation California
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-52359) of
Toyota Motor Credit Corporation of our report dated October 31, 1994 appearing
on page 21 of this Form 10-K. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 47 of this Form 10-K.
/S/ PRICE WATERHOUSE LLP
Los Angeles, California
December 22, 1994
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TOYOTA
MOTOR CREDIT CORPORATION'S SEPTEMBER 30, 1994 FINANCIAL STATEMENTS AND
NOTES THERETO AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> SEP-30-1994
<CASH> 277
<SECURITIES> 102
<RECEIVABLES> 14,155<F1>
<ALLOWANCES> 164
<INVENTORY> 0
<CURRENT-ASSETS> 0<F2>
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 14,719
<CURRENT-LIABILITIES> 0<F2>
<BONDS> 11,833
<COMMON> 865
0
0
<OTHER-SE> 662
<TOTAL-LIABILITY-AND-EQUITY> 14,719
<SALES> 0
<TOTAL-REVENUES> 1,824
<CGS> 0
<TOTAL-COSTS> 1,221<F3>
<OTHER-EXPENSES> 232
<LOSS-PROVISION> 78
<INTEREST-EXPENSE> 0<F3>
<INCOME-PRETAX> 293
<INCOME-TAX> 118
<INCOME-CONTINUING> 175
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 175
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Receivables include Investments in Operating Leases net of Accumulated
Depreciation and Finance Receivables net of Unearned Income.
<F2>Toyota Motor Credit Corporation's Balance Sheet is not classified into
Current and Long-Term Assets and Liabilities.
<F3>Total Costs includes Interest Expense and Depreciation on Operating Leases.
</FN>
</TABLE>
