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Exhibit 10.5(g)
FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT
FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT dated as of September
14, 2000 among TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS
listed on the signature pages hereof (the "Banks") and BANK OF AMERICA, N.A.,
as Agent (the "Agent").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into a Three-Year Credit
Agreement dated as of September 29, 1994, as amended as of September 28,
1995, amended and restated as of September 24, 1996 and September 23, 1997,
amended as of March 19, 1999 and amended and restated as of September 17,
1999 (collectively, the "Existing Agreement");
WHEREAS, no Loans are outstanding under the Existing Agreement on the date
hereof; and
WHEREAS, the parties hereto desire to amend the Existing Agreement as set
forth herein and to restate the Existing Agreement in its entirety to read as
set forth in the Existing Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Existing Agreement
shall have the meaning assigned to such term in the Existing Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Existing Agreement shall from and after
the date hereof refer to the Existing Agreement as amended hereby.
SECTION 2. Amendment of the Existing Agreement.
(a) Each reference to "1996" in the definition of "Borrower's 1996 Form 10-K"
and in Section 4.04(a) is changed to "1999".
(b)Each reference to "1997" in the definition of "Borrower's Latest Form
10-Q" and in Sections 4.04(b) and (c) is changed to "2000".
(c)Section 5.01(a) is amended to read in its entirety as follows:
"(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; provided, however, that for the Borrower's
fiscal year ended March 31, 2001, in lieu of the financial statements
described in the preceding clause, the Borrower shall deliver, as soon as
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available and in any event within 120 days after the end of such fiscal year,
(i) an audited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such fiscal year and the related
audited consolidated statements of income and cash flows for the six months
ending at the end of such fiscal year (which financial statements shall be
reported on in a manner acceptable to the Securities and Exchange Commission
by independent public accountants of nationally recognized standing) and (ii)
an unaudited consolidated balance sheet and unaudited consolidated statements
of income and cash flows for the six month period ending March 31, 2000."
(d)The following covenant is added as Section 5.08 of the Existing Agreement:
"Section 5.08 Credit Support Agreement. On or before the date on which
ownership of the Borrower's capital stock is transferred from Toyota Motor
Sales, U.S.A., Inc. to Toyota Financial Services Americas Corporation, the
Borrower agrees to enter into a Credit Support Agreement with Toyota
Financial Services Corporation in the form previously provided to the Agent
or in such other form as is acceptable to Moody's Investors Services, Inc.
and Standard & Poors Ratings Services, a division of The McGraw-Hill
Companies, Inc. (collectively, the "Rating Agencies") and which does not
cause any Rating Agency to qualify, reduce or withdraw its then current
rating of the Borrower's short or long-term debt."
SECTION 3. Stock Transfer. The parties hereto acknowledge and agree that
the transfer of all of the Borrower's capital stock by Toyota Motor Sales,
U.S.A., Inc. to Toyota Motor North America, Inc., its sole shareholder and,
thereafter, to Toyota Financial Services Americas Corporation, substantially
as heretofore described to the Banks, does not constitute a material adverse
change in the business, financial position, results of operations or
prospects of the Borrower and its Consolidated Subsidiaries, considered as a
whole, for purposes of Section 4.04(c) of the Existing Agreement and waive
any violation, if any, of Sections 5.03 and 5.06 of the Existing Agreement
that would otherwise be caused by such stock transfers.
SECTION 4. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Existing Agreement, both before and after giving effect to this Fourth
Amended and Restated Three-Year Credit Agreement, is true and correct as
though made on and as of such date.
SECTION 5. Governing Law. This Fourth Amended and Restated Three-Year
Credit Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
SECTION 6. Counterparts, Effectiveness. This Fourth Amended and Restated
Three-Year Credit 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 Fourth Amended and
Restated Three-Year Credit Agreement shall become effective as of the date
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hereof when the Agent shall have received (i) duly executed counterparts
hereof signed by the Borrower and the Banks (or, in the case of any party as
to which an executed counterpart shall not have been received, the Agent
shall have received telegraphic, telex or other written confirmation from
such party of execution of a counterpart hereof by such party) and (ii) an
opinion of the General Counsel of the Borrower (or such other counsel for the
Borrower as may be acceptable to the Agent) substantially in the form of
Exhibit E to the Existing Agreement with reference to this Fourth Amended and
Restated Three-Year Credit Agreement and the Existing Agreement as amended
and restated hereby.
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/ George E. Borst
Name: George E. Borst
Title: Senior Vice President and General Manager
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BANK OF AMERICA, N.A.
By:/s/ Carolee Furukawa
Name: Carolee Furukawa
Title: Vice President
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MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
By:/s/ Robert Bottamedi
Name: Robert Bottamedi
Title: Vice President
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THE BANK OF TOKYO-MITSUBISHI, LTD.
LOS ANGELES BRANCH
By:/s/ Masato Sekino
Name: Masato Sekino
Title: Deputy General Manager
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THE CHASE MANHATTAN BANK
By:/s/ James W. Peterson
Name: James W. Peterson
Title: Vice President
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CITICORP USA, INC.
By: /s/ Brian Ike
Name: Brian Ike
Title: Vice President
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CREDIT SUISSE FIRST BOSTON
By:/s/ William S. Lutkins
Name: William S. Lutkins
Title: Vice President
By: /s/ Robert N. Finney
Name: Robert N. Finney
Title: Managing Director
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ABN-AMRO BANK N.V.
By: /s/ Ellen M. Coleman
Name: Ellen M. Coleman
Title: Group Vice President
By: /s/ Mitsoo Iravani
Name: Mitsoo Iravani
Title: Assistant Vice President
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BNP PARIBAS
By: /s/ Mitchell M. Ozawa
Name: Mitchell M. Ozawa
Title: Vice President
By: /s/ James P. Culhane
Name: James P. Culhane, CFA
Title: Assistant Vice President
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BARCLAYS BANK PLC
By: /s/ L. Peter Yetman
Name: L. Peter Yetman
Title: Director
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DEUTSCHE BANK AG, NEW YORK BRANCH and/or CAYMAN ISLAND BRANCH
By: /s/ Andreas Rohde
Name: Andreas Rohde
Title: Director
By: /s/ Christopher Howe
Name: Christopher Howe
Title: Director
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THE SAKURA BANK, LIMITED
By: /s/ Tomoaki Nakamura
Name: Tomoaki Nakamura
Title: Vice President & Manager
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THE SANWA BANK, LIMITED,
LOS ANGELES BRANCH
By: /s/ Zenichi Muramoto
Name: Zenichi Muramoto
Title: Senior Vice President & Deputy
General Manager
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THE TOKAI BANK, LIMITED
By: /s/ Kazunori Nishimoto
Name: Kazunori Nishimoto
Title: General Manager
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UBS AG, STAMFORD BRANCH
By: /s/ Gregory Raue
Name: Gregory Raue
Title: Director
By: /s/ Wilfred V. Saint
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
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BANK OF AMERICA, N.A., as Agent
By:/s/ David Price
Name: David Price
Title: Vice President
