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Exhibit 1.1
TOYOTA AUTO RECEIVABLES 2000-B OWNER TRUST
$359,000,000 6.75% ASSET BACKED NOTES, CLASS A-2
$342,000,000 6.76% ASSET BACKED NOTES, CLASS A-3
$209,038,000 6.80% ASSET BACKED NOTES, CLASS A-4
UNDERWRITING AGREEMENT
September 26, 2000
Deutsche Bank Securities Inc.
31 West 52nd Street
New York, New York 10017
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
As Joint Global Coordinators,
Bookrunners and Representatives of the
several Underwriters
Ladies and Gentlemen:
Section 1. INTRODUCTORY. Toyota Motor Credit Receivables Corporation, a
California corporation (the "Seller") and a wholly owned subsidiary of Toyota
Motor Credit Corporation, a California corporation ("TMCC"), proposes to sell to
each of the several underwriters named in Schedule I-A hereto (the "Class A
Underwriters" or the "Underwriters") $359,000,000 aggregate principal amount of
6.75% Asset Backed Notes, Class A-2 (the "Underwritten Class A-2 Notes"),
$342,000,000 aggregate principal amount of 6.76% Asset Backed Notes, Class A-3
(the "Underwritten Class A-3 Notes") and $209,038,000 aggregate principal amount
of 6.80% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with
the Underwritten Class A-2 Notes and the Underwritten Class A-3 Notes, the
"Offered Notes") of the Toyota Auto Receivables 2000-B Owner Trust (the
"Trust"). Concurrently with the issuance and sale of the Offered Notes as
contemplated herein the Trust will issue (i) $366,759,000 aggregate principal
amount of 6.66% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), (ii) an
additional $70,000,000 aggregate principal amount of 6.75% Asset Backed Notes,
Class A-2 (the "Direct Purchase Class A-2 Notes" and, together with the
Underwritten Class A-2 Notes, the "Class A-2 Notes"), and (iii) an additional
$65,000,000 aggregate principal amount of 6.76% Asset Backed Notes, Class A-3
(the "Direct Purchase Class A-3 Notes" and together with the Underwritten Class
A-3 Notes, the "Class A-3 Notes"). Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") will act as placement agent for the Direct
Purchase Class A-2 Notes and the Direct Purchase Class A-3 Notes (the "Direct
Purchase Notes" and, together with the Offered Notes and the Class A-1 Notes,
the "Notes"). [*] will purchase the Direct Purchase Class A-2 Notes pursuant to
a Note Purchase Agreement, dated September
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[*] Confidential information omitted and filed separately with the Commission.
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26, 2000 (the "[*] Note Purchase Agreement"), among the Seller, TMCC and [*].
[*] will purchase the Direct Purchase Class A-3 Notes pursuant to a Note
Purchase Agreement, dated September 26, 2000 (the "[*] Note Purchase Agreement"
and, together with the [*] Note Purchase Agreement, the "Note Purchase
Agreements"), among the Seller, TMCC and [*]. The Trust will also issue a
non-interest bearing subordinated seller's interest (the "Subordinated Seller's
Interest"). The Subordinated Seller's Interest will represent an undivided
interest in the Trust. Neither the Class A-1 Notes, the Direct Purchase Notes,
nor the Subordinated Seller's Interest will be sold hereunder. Deutsche Bank
Securities Inc. and Morgan Stanley & Co. Incorporated will act as
representatives for the Class A-2, Class A-3 and Class A-4 Underwriters, and in
such capacities shall herein be the "Representatives". The assets of the Trust
will include, among other things, a pool of retail installment sale contracts
(the "Receivables") secured by the new and used automobiles and light duty
trucks financed thereunder (the "Financed Vehicles") and certain monies due or
to become due thereunder on or after September 1, 2000 (the "Cutoff Date") and
the other property and the proceeds thereof to be conveyed to the Trust pursuant
to the Sale and Servicing Agreement to be dated as of September 1, 2000 (the
"Sale and Servicing Agreement") among the Trust, the Seller and TMCC. TMCC
purchased the Receivables from certain Toyota and Lexus dealers. The Receivables
and other assets of the Trust will be sold by TMCC to the Seller pursuant to a
Receivables Purchase Agreement (the "Receivables Purchase Agreement") to be
dated as of September 1, 2000 between TMCC and the Seller. Pursuant to the Sale
and Servicing Agreement, the Seller will sell the Receivables to the Trust and
TMCC will service the Receivables on behalf of the Trust. In addition, pursuant
to the Sale and Servicing Agreement, TMCC will agree to perform certain
administrative tasks on behalf of the Trust imposed on the Trust under the
Indenture. The Notes will be issued pursuant to the Indenture to be dated as of
September 1, 2000 (the "Indenture"), between the Trust and U.S. Bank National
Association (the "Trustee"). TMCC will cause the Seller to form the Trust
pursuant to a Trust Agreement (the "Trust Agreement") to be dated as of
September 1, 2000, between the Seller, U.S. Bank Trust National Association as
owner trustee (the "Owner Trustee") and U.S. Bank Trust National Association, as
Delaware trustee ("Delaware Trustee"). As used herein, the term "Basic
Documents" refers to the Sale and Servicing Agreement, the Trust Agreement, the
Indenture and the Receivables Purchase Agreement.
This Underwriting Agreement shall hereinafter be referred to as "this
Agreement". Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed thereto in the Sale and Servicing Agreement.
Section 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND TMCC.
(a) Each of the Seller and TMCC, jointly and severally, represents and
warrants to, and agrees with, each of the Underwriters that:
(i) Registration statements on Form S-3 (No. 333-76505 and No.
333-41568), including a form of prospectus supplement, relating to the
Offered Notes and a form of
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[*] Confidential information omitted and filed separately with the Commission.
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Base Prospectus relating to each class of securities to be registered under
such registration statement (the "Registered Securities") have been filed
with the Securities and Exchange Commission (the "Commission") and each
registration statement either (A) has been declared effective under the
Securities Act of 1933, as amended (the "Act"), and is not proposed to be
amended or (B) is proposed to be amended by amendment or post-effective
amendment. If each registration statement (each an "initial registration
statement") has been declared effective, either (i) any additional
registration statement (the "additional registration statement") relating
to the Offered Notes has been filed with the Commission pursuant to Rule
462(b) ("Rule 462(b)") under the Act and declared effective upon filing
pursuant to Rule 462(b) and the Offered Notes have been duly registered
under the Act pursuant to the initial registration statement and such
additional registration statement or (ii) any such additional registration
statement proposed to be filed with the Commission pursuant to Rule 462(b)
will become effective upon filing pursuant to Rule 462(b) and upon such
filing the Offered Notes will have been duly registered under the Act
pursuant to the initial registration statement and such additional
registration statement. If the Seller does not propose to amend each
initial registration statement, any such additional registration statement
or any post-effective amendment to either such registration statement filed
with the Commission prior to the execution and delivery of this Agreement,
then the most recent amendment (if any) to each such registration statement
has been declared effective by the Commission or has become effective upon
filing pursuant to Rule 462(c) under the Act ("Rule 462(c)") or Rule
462(b).
For purposes of this Agreement, "Effective Time" with respect to each
initial registration statement or, if filed prior to the execution and
delivery of this Agreement, the additional registration statement means (A)
if the Seller has advised the Representatives that it does not propose to
amend such registration statement, the date and time as of which such
registration statement, or the most recent post-effective amendment thereto
(if any) filed prior to the execution and delivery of this Agreement, was
declared effective by the Commission or has become effective upon filing
pursuant to Rule 462(c) or (B) if the Seller has advised the
Representatives that it proposes to file an amendment or post-effective
amendment to such registration statement, the date and time as of which
such registration statement as amended by such amendment or post-effective
amendment, as the case may be, is declared effective by the Commission. If
the Seller has advised the Representatives that it proposes to file, but
has not filed, an additional registration statement prior to the execution
and delivery of this Agreement, "Effective Time" with respect to such
additional registration statement means the date and time as of which such
registration statement is filed and becomes effective pursuant to Rule
462(b). "Effective Date" with respect to the initial registration statement
or the additional registration statement (if any) means the date of the
Effective Time thereof.
Each initial registration statement, as amended at its Effective Time,
including all information (A) contained in the additional registration
statement (if any), (B) deemed to be a part of such initial registration
statement as of the Effective Time of the additional
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registration statement (if any) pursuant to the General Instructions of the
Form on which it is filed and (C) deemed to be a part of such initial
registration statement as of its Effective Time pursuant to Rule 430A(b)
under the Act ("Rule 430A(b)"), is hereinafter referred to as the "Initial
Registration Statement". The additional registration statement, as amended
at its Effective Time, including (A) the contents of such Initial
Registration Statement incorporated by reference therein and (B) all
information deemed to be a part of the additional registration statement as
of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to
as the "Additional Registration Statement." Each Initial Registration
Statement and the Additional Registration Statement are hereinafter
referred to collectively as the "Registration Statements" and individually
as a "Registration Statement." The form of prospectus supplement relating
to the Offered Notes (the "Prospectus Supplement") and the form of
prospectus (the "Base Prospectus") relating to the Registered Securities
(including the Offered Notes), as first filed with the Commission in
connection with the offering and sale of the Offered Notes pursuant to and
in accordance with Rule 424(b) under the Act ("Rule 424(b)") or, if no such
filing is required, as included in a Registration Statement, including all
material incorporated by reference in such prospectus, is hereinafter
referred to as the "Prospectus". Any reference herein to "Registration
Statement" or "Prospectus" shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to Item 12 of Form S-3
which were filed under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") on or before the Effective Date of the Registration
Statement or the issue date of the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement" with
respect to the Registration Statement or the Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement, or the issue date
of the Prospectus, as the case may be, deemed to be incorporated therein by
reference; any reference in this Agreement to documents, financial
statements and schedules and other information which is "contained",
"included", "stated", "described" or "referred to" in the Registration
Statement or the Prospectus (and all other references of like import) shall
be deemed to mean and include all such documents, financial statements and
schedules and other information which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may
be.
(ii) (A) On the Effective Date of any Registration Statement
whose Effective Time is prior to the execution and delivery of this
Agreement, each such Registration Statement conformed, (B) on the date of
this Agreement each such Registration Statement conforms and (C) on any
related Effective Date subsequent to the date of this Agreement, each such
Registration Statement will conform, in all material respects, with the
requirements of the Act and the rules and regulations of the Commission
promulgated under the Act (the "Rules and Regulations"), and at such times
did not and will not include any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading. At the time of the filing of
the Prospectus pursuant to Rule 424(b) or, if no such filing is required,
at the Effective Date of the Additional Registration Statement that
includes the
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Prospectus, on the date of this Agreement and at the Closing Date (as such
term is defined in Section 3 hereof), the Prospectus will conform in all
material respects to the requirements of the Act and the Rules and
Regulations, and does not include, or will not include, any untrue
statement of a material fact nor does the Prospectus omit, nor will it
omit, any material fact, necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. The two immediately preceding sentences do not apply to
statements in or omissions from a Registration Statement or the Prospectus
based upon and in conformity with the Underwriters Information (as defined
in Section 7(a)) or to that part of the Registration Statement which shall
constitute the Statement of Qualification under the Trust Indenture Act of
1939, as amended (the "1939 Act") on Form T-1 (the "Form T-1") of the
Trustee. If the Effective Time of the Initial Registration Statement is
subsequent to the date of this Agreement, no Additional Registration
Statement has been or will be filed.
(iii) The consummation of the transactions contemplated by this
Agreement and the Basic Documents, and the fulfillment of the terms
thereof, will not conflict with or result in a breach of any of the terms
or provisions of, or constitute a default under, or result in the creation
of any lien, charge, or encumbrance upon any of the property or assets of
the Seller or TMCC pursuant to the terms of, any indenture, mortgage, deed
of trust, loan agreement, guarantee, lease financing agreement or similar
agreement or instrument under which the Seller or TMCC is a debtor or
guarantor.
(iv) No consent, approval, or order of, or filing with, any
court or governmental agency or body is required to be obtained or made by
the Seller or TMCC for the consummation of the transactions in the manner
contemplated by this Agreement except such as have been obtained and made
under the Act or the Rules and Regulations, such as may be required under
state securities laws and the filing of any financing statements required
to perfect the transfer of the Receivables.
(v) Neither the Seller nor TMCC is in violation of its charter
or by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any agreement or
instrument to which it is a party or by which it or its properties are
bound which could have a material adverse effect on the transactions
contemplated herein or in the Basic Documents. The execution, delivery and
performance of this Agreement and the Basic Documents and the issuance of
the Notes and sale of the Offered Notes and compliance with the terms and
provisions of the Notes will not, subject to obtaining any consents or
approvals as may be required under the securities laws of various
jurisdictions in the United States and elsewhere, result in a breach or
violation of any of the terms and provisions of, or constitute a default
under, any statute, rule, regulation or order of any governmental agency or
body or any court having jurisdiction over the Seller or TMCC or any of
their respective properties or any agreement or instrument to which the
Seller or TMCC is a party or by which the Seller or TMCC is bound or to
which any of their respective properties is subject, or the charter or
by-laws of the Seller or TMCC, and each of the Seller and TMCC has full
corporate
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power and authority to enter into this Agreement and the Basic
Documents and to consummate the transactions contemplated hereby and
thereby.
(vi) This Agreement and each of the Basic Documents to
which it is a party has been duly authorized, executed and delivered
by the Seller and TMCC.
(vii) The Seller has caused to be filed with the Commission
on September 26, 2000 the Current Report on Form 8-K with respect to
the Term Sheet dated September 25, 2000 relating to the Offered Notes
(the "Term Sheet").
(viii) The Offered Notes are "asset backed securities" within the
meaning of, and satisfy the requirements for use of, Form S-3 under
the Act.
(ix) The documents incorporated by reference in the
Registration Statement and Prospectus, at the time they were or
hereafter are filed with the Commission, complied and will comply in
all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder.
(x) Neither TMCC or the Seller has entered into, nor will
TMCC or the Seller enter into, any contractual arrangement with
respect to the distribution of the Offered Notes except for this
Underwriting Agreement.
(xi) The Trust is not an "investment company" and is not
required to be registered as an "investment company," as such term is
defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act").
(b) As of the Closing Date, the representations and warranties
of the Seller and of TMCC in each of the Basic Documents to which it is a
party will be true and correct in accordance with the terms of such Basic
Document; provided, however, that with respect to representations made with
respect to any Receivable, the sole remedy for any breach thereof is, as
provided in the related agreement, the repurchase by either TMCC or the
Seller, as the case may be, of such Receivable.
Section 3. PURCHASE, SALE AND DELIVERY OF THE OFFERED NOTES.
On the basis of the representations, warranties and agreements herein
contained, but subject to the terms and conditions herein set forth, the
Seller agrees to sell to the several Underwriters, and (i) the Class A-2
Underwriters agree, severally and not jointly, to purchase from the Seller,
the respective principal amounts of Underwritten Class A-2 Notes set forth
opposite the names of the Class A-2 Underwriters in Schedule I-A-2 hereto,
(ii) the Class A-3 Underwriters agree, severally and not jointly, to
purchase from the Seller, the respective principal amounts of Underwritten
Class A-3 Notes set forth opposite the names of the Class A-3 Underwriters
in Schedule I-A-3 hereto and (iii) the Class A-4 Underwriters agree,
severally and not jointly, to purchase from the Seller, the respective
principal amounts of Class A-4 Notes set forth opposite the names of the
Class A-4 Underwriters in Schedule I-A-4 hereto. The Offered Notes are to
be purchased at a purchase
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price equal to (i) in the case of the Underwritten Class A-2 Notes,
99.87017% of the aggregate principal amount thereof plus accrued interest
at the Class A-2 Note Rate from (and including) October 11, 2000, to (but
excluding) the Closing Date, (ii) in the case of the Underwritten Class A-3
Notes, 99.81599% of the aggregate principal amount thereof plus accrued
interest at the Class A-3 Note Rate from (and including) October 11, 2000,
to (but excluding) the Closing Date and (iii) in the case of the Class A-4
Notes, 99.74012% of the aggregate principal amount thereof plus accrued
interest at the Class A-4 Note Rate from (and including) October 11, 2000,
to (but excluding) the Closing Date.
The Offered Notes will initially be represented by three notes
respectively representing $359,000,000, $342,000,000 and $209,038,000
aggregate principal amount of Offered Notes registered in the name of Cede
& Co., the nominee of The Depository Trust Company, New York, New York
("DTC") (the "DTC Notes"). The interests of beneficial owners of the DTC
Notes will be represented by book entries on the records of DTC and
participating members thereof. Definitive notes evidencing the DTC Notes
will be available only under the limited circumstances specified in the
Basic Documents.
The Seller will deliver the DTC Notes to the Representatives for the
respective securities accounts of the Underwriters at the office of DTC, 55
Water Street, 49th Floor, New York, New York 10004, against payment to the
Seller of the purchase price for the Offered Notes by wire transfer in
immediately available funds, at 10:00 am., New York time, on October 11,
2000, or at such other time not later than seven full business days
thereafter as the Seller, TMCC and the Representatives determine, such time
being herein referred to as the "Closing Date". The certificates evidencing
the DTC Notes will be made available for checking and packaging at the
office of US Bank National Association in The City of New York at least 24
hours prior to the Closing Date.
Section 4. OFFERING BY THE UNDERWRITERS. It is understood
that the several Underwriters propose to offer the Offered Notes for sale
to the public as set forth in the Prospectus.
Section 5. CERTAIN AGREEMENTS OF THE SELLER AND TMCC. Each of
the Seller and TMCC as the case may be, jointly and severally, covenants
and agrees with the several Underwriters that:
(a) If the Effective Time is prior to the execution and
delivery of this Agreement, the Seller will file the Prospectus with
the Commission pursuant to and in accordance with Rule 424(b) not
later than the second business day following the execution and
delivery of this Agreement. The Seller will advise the Representatives
promptly of any such filing pursuant to Rule 424(b). If the Effective
Time of the Initial Registration Statement is prior to the execution
and delivery of this Agreement and an Additional Registration
Statement is necessary to register a portion of the Offered Notes
under the Act but the Effective Time thereof has not occurred as of
such execution and delivery, the Seller will file the Additional
Registration Statement or a post-effective
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amendment thereto, as the case may be, with the Commission pursuant to
and in accordance with Rule 424(b) on or prior to 10:00 p.m., New York
time, on the date of this Agreement or, if earlier, on or prior to the
time the Prospectus is printed and distributed to any Underwriter, or
will make such filing at such later date as shall have been consented
to by the Underwriter.
(b) The Seller will advise the Representatives promptly of
any proposal to amend or supplement the Initial Registration Statement
or any Additional Registration Statement as filed or the related
prospectus or any Registration Statement or the Prospectus and will
not effect any such amendment or supplement without the consent of the
Representatives; and the Seller will also advise the Representatives
promptly of the effectiveness of each Registration Statement (if the
related Effective Time is subsequent to the execution and delivery of
this Agreement) and of any amendment or supplement of any Registration
Statement or the Prospectus and of the institution by the Commission
of any stop order proceedings in respect of any Registration Statement
and will use its best efforts to prevent the issuance of any such stop
order and to obtain as soon as possible its lifting, if issued.
(c) If, at any time when a prospectus relating to the
Offered Notes is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary at any time to amend
or supplement the Prospectus to comply with the Act, the Seller will
promptly notify the Representatives and will promptly prepare and
file, or cause to be prepared and filed, with the Commission an
amendment or supplement which will correct such statement, or
omission, or an amendment or supplement which will effect such
compliance. Neither the Representatives consent to, nor the delivery
by the Representatives of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6
hereof.
(d) As soon as practicable, but not later than the
Availability Date (as defined below), the Seller will cause the Owner
Trustee to make generally available to the Noteholders an earnings
statement with respect to the Trust covering a period of at least 12
months beginning after the Effective Date of the Initial Registration
Statement (or of any Additional Registration Statement) that will
satisfy the provisions of Section 11(a) of the Act. For the purpose of
the preceding sentence, "Availability Date" means the 45th day after
the end of the Seller's fourth fiscal quarter following the Seller's
fiscal quarter that includes such Effective Date, except that, if such
fourth fiscal quarter is the last quarter of the Seller's fiscal year,
"Availability Date" means the 90th day after the end of such fourth
fiscal quarter.
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(e) The Seller will furnish to the Representatives copies of each
Registration Statement as originally filed and each amendment thereto
(in each case at least two of which will include all exhibits) and to
the Underwriters, the Prospectus and all amendments and supplements to
such documents, in each case as soon as available and in such
quantities as the Representatives may reasonably request. The
Prospectus shall be so furnished no later than 3:00 p.m., New York
City time, on the second business day following the later of the
execution and delivery of this Agreement or the Effective Time of the
Initial Registration Statement. All other documents shall be furnished
as soon as available and in such quantities as the Representatives
reasonably request. The Seller will pay the expenses of printing and
distributing to the Underwriters all such documents.
(f) The Seller will arrange for the qualification of the
Offered Notes for sale under the securities laws of such jurisdictions
in the United States as the Representatives may reasonably designate
and will continue such qualifications in effect so long as required
for the distribution of the Offered Notes, provided that the Seller
shall not be obligated to qualify to do business nor become subject to
service of process generally, but only to the extent required for such
qualification, in any jurisdiction in which it is not currently so
qualified.
(g) So long as any of the Offered Notes are outstanding,
the Seller or TMCC, as the case may be, will deliver or cause to be
delivered to the Representatives (i) copies of each report regarding
the Offered Notes mailed to Noteholders pursuant to the Basic
Documents, (ii) the annual statement as to compliance and the annual
statement of a firm of independent public accountants furnished to the
Trustee pursuant to the Basic Documents (as amended), as soon as such
statements are furnished to the Trustee, (iii) copies of all documents
required to be filed with the Commission pursuant to the Exchange Act,
or any order of the Commission thereunder and (iv) such other
information concerning the Seller, TMCC (relating to the Receivables,
the servicing thereof or the ability of TMCC to act as Servicer), the
Offered Notes or the Trust as the Representatives may reasonably
request from time to time.
(h) On or before the Closing Date, the Seller and TMCC
shall cause the computer records of the Seller and TMCC relating to
the Receivables to show the absolute ownership by the Owner Trustee on
behalf of the Trust of the Receivables, and from and after the Closing
Date, none of the Seller or TMCC shall take any action inconsistent
with the ownership by the Owner Trustee on behalf of the Trust of such
Receivables, other than as permitted by the Sale and Servicing
Agreement or as required by law.
(i) The Seller and TMCC will pay all expenses incident to
the performance of their respective obligations under this Agreement,
including without limitation, (i) expenses incident to the printing,
reproduction and distribution of the Registration Statement as
originally filed and each amendment thereto and the Prospectus
(including any amendments and supplements thereto), (ii) the fees and
disbursements of the Trustee,
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the Owner Trustee and the Delaware Trustee and their counsel, (iii)
the fees and disbursements of counsel to the Seller and TMCC and the
independent public accountants of the Seller, (iv) the fees charged by
Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's
Ratings Services, a division of the McGraw Hill Companies ("Standard &
Poor's", and together with Moody's, the "Rating Agencies") in
connection with the rating of the Notes, (v) the fees of DTC in
connection with the book-entry registration of the DTC Notes, (vi) the
preparation, issuance and delivery of the Offered Notes and (vii)
expenses incurred in distributing the Prospectus (including any
amendments and supplements thereto) to the Underwriters, and will
reimburse the Underwriters for any expenses (including reasonable fees
and disbursements of counsel) incurred by the Underwriters in
connection with the qualification of the Offered Notes for sale under
the securities laws of such jurisdictions in the United States as the
Representatives may designate pursuant to Section 5(f) hereof and in
connection with the preparation of any blue sky or legal investment
survey, if any is required.
(j) For a period of 14 days from the date hereof, neither
the Seller, TMCC nor any of their respective affiliates will, without
the prior written consent of the Representatives, directly or
indirectly, offer, sell or contract to sell or announce the offering
of, in a public or private transaction, any other collateralized
securities similar to the Offered Notes.
(k) So long as any Offered Notes are outstanding, the
Seller and TMCC will cause to be delivered to the Representatives a
reliance letter relating to each Opinion of Counsel delivered to any
Rating Agency by counsel to the Seller or counsel to TMCC pursuant to
the Basic Documents.
(l) To the extent if any, that the rating at the Closing
Date provided with respect to the Offered Notes by any Rating Agency
is conditional upon the furnishing of documents or the taking of any
other actions by the Seller or TMCC, the Seller or TMCC, as the case
may be, shall furnish such documents and take any such other actions
as may be required. A copy of any such document shall be sent to the
Representatives at the time it is sent to either Rating Agency.
Section 6. CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.
The obligations of the several Underwriters to purchase and pay for the
Offered Notes will be subject to the accuracy of the respective
representations and warranties on the part of the Seller and TMCC herein,
to the accuracy of the statements of the Seller and TMCC made in any
officers' certificates pursuant to the provisions hereof, to the
performance by the Seller and TMCC of their respective obligations
hereunder and to the following additional conditions precedent:
(a) On (i) the date of this Agreement, the Representatives
and the Seller shall have received a letter, dated the date of
delivery thereof (which, if the Effective Time of the Initial
Registration Statement is prior to the execution and delivery of this
Agreement,
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shall be on or prior to the date of this Agreement or, if such
Effective Time is subsequent to the execution and delivery of this
Agreement, shall be prior to the filing of the amendment or
post-effective amendment to the Registration Statement to be filed
shortly prior to such Effective Time), of PriceWaterhouseCoopers LLP
confirming that they are independent public accountants with respect
to the Seller and TMCC within the meaning of the Act and the Rules and
Regulations and with respect to certain information contained in the
Registration Statements, the Term Sheet and the Prospectus and
substantially in the form of the draft to which the Representatives
previously have agreed and otherwise in form and in substance
satisfactory to the Representatives and counsel for the Underwriters
and (ii) the Closing Date, the Representatives and the Seller shall
have received (x) a letter, dated as of the Closing Date, from
PriceWaterhouseCoopers LLP, updating the letter referred to in clause
(i) above, in form and substance satisfactory to the Representatives
and counsel for the Representatives and (y) a letter, dated as of the
Closing Date, from PriceWaterhouseCoopers LLP relating to certain
agreed-upon procedures regarding data integrity in form and substance
satisfactory to the Representatives and counsel for the
Representatives (which letter may be included as part of the letter
referred to in clause (x)). As used in this subsection, (i)
"Registration Statements" shall mean (A) the Initial Registration
Statement as proposed to be amended by the amendment or post-effective
amendment to be filed shortly prior to its Effective Time, if the
Effective Time of the Initial Registration Statement is subsequent to
the date of this Agreement, or (B) the Initial Registration Statement
and the Additional Registration Statement as proposed to be filed or
as proposed to be amended by the post-effective amendment to be filed
shortly prior to its Effective Time, if the Effective Time is prior to
the execution and delivery of this Agreement but the Effective Time of
the Additional Registration Statement is subsequent to such execution
and delivery, and (ii) "Prospectus" shall mean the prospectus, with
respect to the Offered Notes, together with any supplement thereto.
(b) If the Effective Time of the Initial Registration
Statement is not prior to the execution and delivery of this
Agreement, such Effective Time shall have occurred not later than
10:00 p.m., New York time, on the date of this Agreement or such later
date as shall have been consented to by the Representatives. If the
Effective Time of the Initial Registration Statement is prior to the
execution and delivery of this Agreement, the Prospectus shall have
been filed with the Commission in accordance with the Rules and
Regulations and Section 5(a) hereof. If the Effective Time of the
Additional Registration Statement (if any) is not prior to the
execution and delivery of this Agreement, such Effective Time shall
have occurred not later than 10:00 p.m., New York time, on the date of
this Agreement or, if earlier, the time the Prospectus is printed and
distributed to any Underwriter, or shall have occurred at such later
date as shall have been consented to by the Underwriter. Prior to the
Closing Date, no stop order suspending the effectiveness of any
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or, to the knowledge of the
Seller or the Representatives, shall be contemplated by the
Commission.
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(c) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any material adverse change in the
condition, financial or otherwise, or in the business affairs or
business prospects of the Seller, TMCC or the Trust which, in the
reasonable judgment of the Representatives (after consultation with
the Underwriters), materially impairs the investment quality of the
Offered Notes, or makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Offered Notes; (ii) any
downgrading in the rating of any debt securities of TMCC or Toyota
Motor Sales, U.S.A., Inc. or any of their direct or indirect
subsidiaries by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the Act),
or any public announcement that any such organization has under
surveillance or review its rating of any such debt securities (other
than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such
rating); (iii) any suspension or limitation of trading in securities
generally on the New York Stock Exchange or setting of minimum prices
for trading on such exchange; (iv) any suspension of trading of any
securities of TMCC on any exchange or in the over-the-counter market,
(v) any banking moratorium declared by federal, California or New York
authorities; or (vi) any outbreak or escalation of major hostilities
in which the United States is involved, any declaration of war by the
United States Congress or any other substantial national or
international calamity or emergency if, in the reasonable judgment of
the Representatives (after consultation with the Underwriters), the
effect of any such outbreak, escalation, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Offered Notes.
(d) The Representatives shall have received:
(1) The favorable opinion, dated the Closing Date, of
O'Melveny & Myers LLP, special counsel for the Seller and TMCC, in
form and scope satisfactory to the Representatives, to the effect
that:
(i) Each Basic Document has been duly authorized by
all necessary corporate action on the part of each of the Seller
and TMCC and has been executed and delivered by each of the
Seller and TMCC.
(ii) Assuming the due authorization, execution and
delivery thereof by the Owner Trustee and Trustee, each of the
Sale and Servicing Agreement, the Indenture and the Receivables
Purchase Agreement constitutes a legally valid and binding
obligation of each of the Seller and TMCC enforceable in
accordance with its respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect, relating to or affecting
creditors' rights generally and by the application of general
principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive
relief or any other equitable remedy (regardless of whether
enforcement is considered in a proceeding at law or in equity).
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(iii) Assuming the Notes have been duly and validly
authorized and, when executed and authenticated by the Owner
Trustee as specified in the Indenture and delivered against
payment of the consideration specified in this Agreement, the
Note Purchase Agreements or the Sale and Servicing Agreement, the
Notes will be legally valid and binding obligations of the Trust,
and entitled to the benefits of the Indenture enforceable in
accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws now or hereafter in effect, relating to or affecting
creditors' rights generally and by the application of general
principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive
relief or any other equitable remedy (regardless of whether
enforcement is considered in a proceeding at law or in equity).
(iv) Assuming the due authorization, execution and
delivery thereof by the Owner Trustee and Trustee, each of the
Sale and Servicing Agreement and the Indenture constitutes the
valid and binding obligation of the Trust enforceable against the
Trust in accordance with its respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws now or hereafter in effect, relating to or affecting
creditors' rights generally and by the application of general
principles of equity, including without limitation concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive
relief or any other equitable remedy (regardless of whether
enforcement is considered in a proceeding at law or in equity).
(v) Neither the Seller nor the Trust is required to be
registered under the Investment Company Act.
(vi) With respect to Financed Vehicles in the State of
California, no filing or other action other than (A) the filing
of a UCC financing statement naming TMCC as transferor and the
Seller as the transferee, and (B) the filing of a UCC financing
statement naming the Seller as the transferor and the Owner
Trustee as transferee, which filings have been completed, is
necessary to perfect the transfer and assignment of TMCC's
security interest in such Financed Vehicles to the Seller, and
the Seller's security interest in such Financed Vehicles to the
Owner Trustee, respectively, and as a result of such transfer and
assignment and filing of such financing statements, the Trustee
has a first perfected security interest in such Financed
Vehicles, except that so long as TMCC is named as the legal owner
and lien holder on a certificate of title, TMCC has the ability
to release the security interest in the Financed Vehicle or to
assign it to another party.
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(vii) The Trust will not be classified as an association
taxable as a corporation or as a publicly traded partnership for
federal or California income and franchise tax purposes and for
federal income tax purposes the Offered Notes will be
characterized as debt.
(viii) The statements in the Prospectus Supplement under
"Summary of Terms--Tax Status" and "--ERISA Considerations", and
"ERISA Considerations", and in the Base Prospectus under the
"Summary of Terms--Tax Status" and "--ERISA Considerations",
"Certain Federal Income Tax Consequences", "Certain Legal Aspects
of the Receivables", and "ERISA Considerations", to the extent
that they constitute matters of law or legal conclusions relating
to the federal laws of the United States or the laws of the State
of California with respect thereto, have been reviewed by such
counsel and are correct in all material respects.
(ix) This Agreement has been duly authorized by all
necessary corporate action on the part of each of the Seller and
TMCC, and has been duly executed and delivered by each of the
Seller and TMCC.
(x) No order, consent, permit or approval of any
California, New York or federal governmental authority that such
counsel has, in the exercise of customary professional diligence,
recognized as applicable to TMCC or the Seller, or to the
transactions of the type contemplated by this Agreement or any
Basic Document, including the issuance of the Notes, is required
on the part of TMCC or the Seller for the execution and delivery
of, and the performance of its obligations under this Agreement
and any Basic Document, except for such as have been obtained or
made and are in full force and effect as of the Closing Date;
provided that such counsel need express no opinion with respect
to any orders, consents, permits, approvals, filings or licenses
related to the authority to sell motor vehicles, originate retail
installment sales contracts or service retail installment sales
contracts or as may be required by any regional or local
governmental authority or under any foreign or state securities
laws.
(xi) To such counsel's knowledge, there are no
actions, proceedings or investigations pending or threatened, to
which the Seller or TMCC is a party or of which any property of
the Seller or TMCC is the subject required to be disclosed in the
Registration Statements, other than those disclosed therein, (A)
asserting the invalidity of this Agreement, any Basic Document or
the Notes, (B) seeking to prevent the issuance of the Notes or
the consummation of any of the transactions contemplated by this
Agreement or the Basic Documents, (C) that would, if determined
adversely to TMCC or the Seller, materially and adversely affect
the performance by the Seller or TMCC of its respective
obligations under, or the validity or enforceability of, this
Agreement, either Basic Document or the Notes or (D) seeking
adversely to affect the federal income tax attributes of the
Notes as
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described in the Base Prospectus under the heading "Certain
Federal Income Tax Consequences" or the California income tax
attributes of the Notes.
(xii) At the time of execution and delivery of (A) the
Receivables Purchase Agreement, TMCC had the corporate power and
corporate authority to transfer the Receivables and such other
property being transferred to the Seller pursuant to the
Receivables Purchase Agreement, and (B) the Sale and Servicing
Agreement, the Seller had the corporate power and corporate
authority to transfer the Receivables and such other property
being transferred to the Owner Trustee pursuant to the Sale and
Servicing Agreement and to cause the transfer of the Offered
Notes to the Underwriters.
(xiii) The Notes and the Basic Documents each conform in all
material respects with the respective descriptions thereof
contained in the Registration Statements and the Prospectus.
(xiv) Neither the Trust Agreement nor the Sale and Servicing
Agreement need to be qualified under the 1939 Act.
(xv) The Receivables constitute "chattel paper" as
such term is defined in the California Uniform Commercial Code.
(xvi) The Initial Registration Statement and any
Additional Registration Statement filed with the Commission has
been declared effective under the Act, and, to such counsel's
knowledge upon due inquiry, no stop order suspending the
effectiveness of a Registration Statement has been issued under
the Act or proceedings therefor initiated or threatened by the
Commission, and each Registration Statement and the Prospectus,
and each amendment or supplement thereto, as of its respective
effective or issue date, appeared on its face to be appropriately
responsive in all material respects to the applicable
requirements of the Act and the Rules and Regulations, except
that such counsel need not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in
the Registration Statement or the Prospectus except as
contemplated by paragraph (viii) of this Section to the extent
set forth therein; such counsel need not opine as to any
financial statements or other financial, numerical or statistical
data contained or incorporated by reference therein; and such
counsel need not opine as to the Trustee's Statement of
Qualification on Form T-1.
(xvii) The form of the Indenture has been qualified under
the 1939 Act.
(xviii) The Seller has duly authorized and executed the
written order to the Owner Trustee to execute and deliver the
issuer order to the Trustee to authenticate the Notes.
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In addition, such counsel shall state that such counsel has participated in
conferences with the officers and other representatives of TMCC and the Seller,
representatives of the independent public accountants therefor and the
Underwriters, at which the contents of the Registration Statement and the
Prospectus and related matters were discussed and, although such counsel is not
passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained therein and has not made
any independent check or verification thereof, during the course of such
participation, such counsel does not believe that any Registration Statement, at
the related Effective Time, or any such amendment or supplement, as of its
effective date, contained any untrue statement of a material fact or omitted to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus, at the date of the
Prospectus Supplement (or any such amendment or supplement, as of its respective
date) or at the Closing Date included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; it being understood that such counsel need express no
opinion or belief as to any financial statements or other financial, numerical
or statistical data contained or incorporated by reference in any Registration
Statement or the Prospectus or the Trustee's Statement of Qualification on Form
T-1.
Such counsel's opinions as to enforceability shall be subject to the
unenforceability under certain circumstances: (1) of waivers of rights granted
by law where the waivers are against public policy or prohibited by law; (2) of
waivers of vaguely or broadly stated rights or future rights; (3) of any
indemnification provisions; (4) of any provisions that rights or remedies are
not exclusive, that every right or remedy is cumulative and may be exercised in
addition to or with any other right or remedy or that the election of some
particular remedy or remedies does not preclude recourse to one or more other
remedies; (5) of choice of law provisions; and (6) of severability provisions,
provided that such enforceability will not, subject to the other exceptions,
qualifications and limitations contained in such opinion, render the relevant
agreements invalid as a whole or substantially interfere with the substantial
realization of the principal benefits that such agreements purport to provide
(except for the economic consequences of procedural or other delay).
(2) The favorable opinion, dated the Closing Date, of Alan F. Cohen,
Esq., General Counsel of TMCC and counsel to the Seller, in form and scope
satisfactory to the Representatives and their counsel, to the effect that:
(i) Each of the Seller and TMCC is a corporation duly
organized, existing and in good standing under the laws of the State
of California.
(ii) Each of the Seller and TMCC is duly incorporated or
qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction in which their respective ownership or
lease of substantial properties or the conduct of their respective
businesses requires such qualification and in
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which the failure to so qualify and be in good standing would
materially adversely affect their respective businesses or financial
condition.
(iii) To such counsel's knowledge (A) there are no legal or
governmental proceedings pending or threatened against TMCC or in
connection with the origination and servicing of the Receivables by
TMCC which are required to be disclosed in the Registration
Statements, other than those disclosed therein, (B) there are no legal
or governmental proceedings to which TMCC is a party or to which any
of its property is subject which are not described in TMCC's Annual
Report on Form 10-K for the year ended September 30, 1999, or its
Quarterly Report for the quarter ended June 30, 2000, which are
required to be disclosed therein other than those disclosed therein
and (C) there are no pending legal or governmental proceedings to
which the Seller is a party or to which any of its property is
subject.
(iv) To such counsel's knowledge (A) no default exists in
the due performance or observance by TMCC of any obligation,
agreement, covenant or condition contained in any contract, indenture,
mortgage, loan agreement, note, lease or other instrument to which it
is a party or by which it may be bound, which default would have a
material adverse effect on the financial condition, earnings, business
affairs, business prospects, properties or results of operations of
TMCC and its subsidiaries considered as one enterprise, and (B) other
than this Agreement, and the Basic Documents and the corresponding
agreements in connection with the Toyota Auto Receivables 1995-A
Grantor Trust, the Toyota Auto Receivables 1996-A Grantor Trust, the
Toyota Auto Receivables 1997-A Grantor Trust and the Toyota Auto
Receivables 1999-A Owner Trust, the Toyota Auto Receivables 2000-A
Owner Trust and the subordinated notes payable to TMCC, the Seller is
not a party to any material contract, indenture, mortgage, loan
agreement, note, lease or other instrument.
(v) The transfer of the Receivables and the other property
of the Trust transferred by TMCC to the Seller pursuant to the
Receivables Purchase Agreement, the execution, delivery and
performance of the Basic Documents and this Agreement and the
consummation of the transactions herein and therein contemplated will
not (A) conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any Lien upon any property or
assets of TMCC or any of its subsidiaries pursuant to, any material
contract, indenture, mortgage, loan agreement, note, lease or other
instrument known to such counsel to which TMCC or any of its
subsidiaries is a party or by which it or any of them may be bound, or
to which any of the property or assets of TMCC or any of its
subsidiaries is subject, (B) result in any violation of the provisions
of the charter or bylaws of TMCC or (C) to such counsel's knowledge,
result in any violation of any applicable law, administrative
regulation or administrative or court decree.
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(vi) The transfer of the Receivables to the Owner Trustee
acting on behalf of the Trust, the assignment of the security interest
of the Seller in the Financed Vehicles, the issuance of the Notes, the
sale of the Offered Notes, the execution and delivery of this
Agreement, the Basic Documents and the Notes, and the consummation of
the transactions contemplated herein and therein will not (A) conflict
with or constitute a breach of, or default under, or result in the
creation or imposition of any Lien upon any property or assets of the
Seller pursuant to, any contract, indenture, mortgage, loan agreement,
note, lease or other instrument to which the Seller is a party or by
which it may be bound, or to which any of the property or assets of
the Seller is subject, (B) result in any violation of the provisions
of the charter or bylaws of the Seller or (C) to such counsel's
knowledge, result in any violation of any applicable law,
administrative regulation or administrative or court decree.
(vii) Each of the Seller and TMCC has obtained all necessary
licenses and approvals under the federal law of the United States and
the laws of the State of California to conduct their respective
businesses in which the failure to obtain such licenses and approvals
would render any Receivable or any other material part of the corpus
of the Trust unenforceable or would materially and adversely affect
the ability of either the Seller or TMCC to perform any of their
respective obligations under, or the enforceability of, any of the
Basic Documents.
(viii) Such counsel is familiar with the standard operating
procedures of TMCC relating to the acquisition by TMCC of a first
perfected security interest in the automobiles and/or light duty
trucks financed by the retail installment sale contracts purchased by
TMCC in the ordinary course of its business and relating to the sale
to TMCC of such contracts and such security interests in the
automobiles or light duty trucks financed thereby in the ordinary
course of its business. Assuming that such standard procedures are
followed with respect to the perfection of security interests in the
Financed Vehicles (and such counsel has no reason to believe that TMCC
has not or will not continue to follow its standard procedures in
connection with the perfection of first perfected security interests
in the Financed Vehicles), TMCC has acquired a first perfected
security interest in the Financed Vehicles.
(3) The favorable opinion, dated the Closing Date, of Sheppard,
Mullin, Richter & Hampton, special California counsel to the Seller and
TMCC, in form and scope satisfactory to the Representatives and their
counsel, to the effect that, assuming the due authorization, execution and
delivery thereof by the parties thereto, each of the Receivables in the
form attached to such opinion constitutes the valid, binding and
enforceable agreement of the parties thereto; and such Receivables comply
as to content and form with all applicable state laws and federal
disclosure laws relating to consumer credit, including without limitation,
consumer protection laws.
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(4) Reliance letters relating to each opinion rendered to
either Rating Agency by any counsel for the Seller, TMCC, the Trust or any
other party to any of the Basic Documents.
(5) The favorable opinions, dated the Closing Date, of Dorsey &
Whitney LLP, counsel to the Trustee, in form and scope satisfactory to the
Representatives and counsel for the Underwriters, to the effect that:
(i) The Trustee has been duly incorporated and is validly
existing as a national banking association, in good standing under the
laws of United States with full power and authority (corporate and
other) to own its properties and conduct its business, as presently
conducted by it, and to enter into and perform its obligations as
Trustee under each Basic Document to which the Trustee is a party.
(ii) Each Basic Document to which the Trustee is a party
has been duly authorized, executed and delivered by the Trustee and,
assuming the due authorization, execution and delivery thereof by the
other parties thereto, will constitute a legal, valid and binding
obligation of the Trustee enforceable in accordance with its terms,
except as the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
enforcement of creditors rights generally and by general principals of
equity (regardless of whether such enforceability is considered in a
proceeding in equity and or at law).
(iii) Neither the execution nor delivery by the Trustee of
each Basic Document to which it is a party nor the consummation of any
of the transactions by the Trustee contemplated thereby require the
consent or approval of, the giving of notice to, the registration with
or the taking of any other action with respect to, any governmental
authority or agency under any existing federal or state law governing
the banking or trust powers of the Trustee.
(iv) The execution and delivery of each Basic Document to
which the Trustee is a party and the performance by the Trustee of its
terms do not conflict with or result in a violation of (A) any federal
or state law or regulation governing the banking or trust powers of
the Trustee, (B) the Articles of Association or By-Laws of the
Trustee, or (C) to the best knowledge of such counsel, any indenture,
lease, or material agreement to which the Trustee is a party or to
which its assets are subject.
(v) Each of the Notes has been authenticated by the Trustee in
accordance with the terms of the Indenture.
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(6) The favorable opinions of counsel to the Owner Trustee,
dated the Closing Date in form and scope satisfactory to the
Representatives and counsel for the Underwriters, to the effect that:
(i) The Owner Trustee has been duly incorporated and is
validly existing as a national banking association, in good standing
under the laws of United States with full power and authority
(corporate and other) to own its properties and conduct its business,
as presently conducted by it, and to enter into and perform its
obligations as Owner Trustee under each Basic Document to which the
Owner Trustee is a party.
(ii) Each Basic Document to which the Owner Trustee is a
party has been duly authorized, executed and delivered by the Owner
Trustee and, assuming the due authorization, execution and delivery
thereof by the other parties thereto, will constitute a legal, valid
and binding obligation of the Owner Trustee enforceable in accordance
with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar
laws affecting enforcement of creditors rights generally and by
general principals of equity (regardless of whether such
enforceability is considered in a proceeding in equity and or at law).
(iii) Neither the execution nor delivery by the Owner
Trustee of each Basic Document to which it is a party nor the
consummation of any of the transactions by the Owner Trustee
contemplated thereby require the consent or approval of, the giving of
notice to, the registration with or the taking of any other action
with respect to, any governmental authority or agency under any
existing federal or state law governing the banking or trust powers of
the Owner Trustee.
(iv) The execution and delivery of each Basic Document to
which the Owner Trustee is a party and the performance by the Owner
Trustee of its terms do not conflict with or result in a violation of
(A) any federal or state law or regulation governing the banking or
trust powers of the Owner Trustee, (B) the Articles of Association or
By-Laws of the Owner Trustee, or (C) to the best knowledge of such
counsel, any indenture, lease, or material agreement to which the
Owner Trustee is a party or to which its assets are subject.
(v) Each of the Notes has been duly executed and delivered by the
Owner Trustee on behalf of the Trust.
(7) The favorable opinion of Stroock & Stroock & Lavan LLP,
counsel for the Underwriters, dated the Closing Date, with respect to the
validity of the Notes and such other related matters as the Representatives
shall request and the Seller and TMCC shall have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for
the purpose of enabling them to pass upon such matters.
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(8) The favorable opinion of O'Melveny & Myers LLP, special
counsel to the Trust, dated the Closing Date, in form and scope
satisfactory to the Representatives and counsel for the Underwriters,
regarding the creation, attachment and perfection of a first priority
security interest in the Receivables and the property held in the Reserve
Account in favor of the Trustee on behalf of the Noteholders. Such opinion
may contain such assumptions, qualifications and limitations as are
customary in opinions of this type and are reasonably acceptable to counsel
to the Underwriters. In rendering such opinion, such counsel may state that
they express no opinion as to the laws of any jurisdiction other than the
federal law of the United States of America and the laws of the State of
New York and the State of California. To the extent any portion of such
opinion is governed by the laws of the State of Delaware, such opinion will
be given by Richards, Layton & Finger. To the extent any portion of such
opinion is governed by the laws of the State of New York or California,
such opinion will be given by O'Melveny & Myers LLP.
(9) The favorable opinion of O'Melveny & Myers LLP, dated the
Closing Date, in form and scope satisfactory to the Representatives and
counsel to the Underwriters with respect to (i) the consolidation of the
assets and liabilities of the Seller with those of TMCC under the doctrine
of substantive consolidation, (ii) the creation of (x) a "true sale" with
respect to the transfer of the Receivables from TMCC to the Seller and with
respect to the transfer of the Receivables from the Seller to the Trust or
(y) with respect to the transfer of the Receivables to the Trust, a valid
and binding security interest in the Receivables and (iii) such other
related matters as the Representatives shall reasonably require and the
Seller shall have furnished or caused to be furnished to such counsel such
documents as they may reasonably request for the purpose of enabling them
to pass upon such matters. Such opinions shall be limited to the laws of
the State of New York and United States federal law.
(10) The favorable opinion of counsel to the Delaware Trustee,
dated the Closing Date in form and scope satisfactory to the
Representatives and counsel for the Underwriters, to the effect that:
(i) The Delaware Trustee has been duly organized as a
national banking association and is validly existing as a national
banking association in good standing under the laws of the United
States of America.
(ii) The Delaware Trustee has the requisite power and
authority to execute, deliver and perform its obligations under the
Indenture and has taken all necessary action to authorize the
execution, delivery and performance by it of the Indenture.
(iii) The Trust Agreement has been duly executed and
delivered by the Delaware Trustee and constitutes a legal, valid and
binding obligation of the Delaware Trustee, enforceable against the
Delaware Trustee in accordance with
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its respective terms, except that such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, or other similar
laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(11) The favorable opinion of Richards, Layton & Finger, special
Delaware counsel for the Trust, dated the Closing Date, in form and scope
satisfactory to the Representatives and counsel for the Representatives, to
the effect that:
(i) The Trust Agreement constitutes the valid and binding
obligation of the Owner Trustee and the Seller enforceable against the
Owner Trustee and the Seller in accordance with its terms subject to
(i) applicable bankruptcy, insolvency, moratorium, receivership,
reorganization, fraudulent conveyance and similar laws relating to and
affecting the rights and remedies of creditors generally, and (ii)
principles of equity (regardless of whether considered and applied in
a proceeding in equity or at law).
(ii) The Certificate of Trust has been duly filed with the
Secretary of State. The Trust has been duly formed and is validly
existing as a business trust under the Delaware Business Trust Act.
The Trust has the power and authority under the Trust Agreement and
the Delaware Business Trust Act to execute and deliver the Indenture
and the Sale and Servicing Agreement, to issue the Notes and to pledge
the Trust Estate to the Trustee as security for the Notes.
(iii) To the extent that Article 9 of the Uniform Commercial
Code as in effect in the State of Delaware (the "Delaware UCC") is
applicable (without regard to conflicts of laws principles), and
assuming that the security interest created by the Indenture in the
Receivables has been duly created and has attached, upon the filing of
a UCC-1 financing statement with the Secretary of State of the State
of Delaware, the Trustee will have a perfected security interest in
such Receivables and the proceeds thereof, and such security interest
will be prior to any other security interest that is perfected solely
by the filing of financing statements under the Delaware UCC,
excluding purchase money security interests under Section 9-312(4) of
the UCC and temporarily perfected security interests in proceeds under
Section 9-306(3) of the Delaware UCC.
(iv) No re-filing or other action is necessary under the
Delaware UCC in order to maintain the perfection of such security
interest except for the filing of continuation statements at five year
intervals.
(v) Under Section 3805(b) of the Business Trust Act, no
creditor of any Certificateholder or Noteholder shall have any right
to obtain possession of, or
22
<PAGE>
otherwise exercise legal or equitable remedies with respect to, the
property of the Trust except in accordance with the terms of the Trust
Agreement.
(vi) Under ss. 3805(c) of the Business Trust Act, and
assuming that the Sale and Servicing Agreement conveys good title to
the Receivables to the Trust as a true sale and not as a security
arrangement, the Trust rather than the Certificateholders or
Noteholders is the owner of the Receivables.
(vii) The execution and delivery by the Owner Trustee and
Delaware Trustee of the Trust Agreement and, on behalf of the Trust,
the Indenture and the Sale and Servicing Agreement do not require any
consent, approval or authorization of, or any registration or filing
with, any governmental authority of the State of Delaware, except for
the filing of the Certificate of Trust with the Secretary of State.
(viii) Neither the consummation by the Owner Trustee or Delaware
Trustee of the transactions contemplated in the Trust Agreement or, on
behalf of the Trust, the transactions contemplated in the Indenture
and the Sale and Servicing Agreement, nor the fulfillment of the terms
thereof by the Owner Trustee will conflict with or result in a breach
or violation of any law of the State of Delaware applicable to the
Trust.
Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Representatives. In rendering such opinion,
such counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and
the laws of the State of Delaware.
(e) The Representatives shall have received a certificate,
dated the Closing Date, signed by the President or any Vice President
and a principal financial or accounting officer of (i) the Seller in
which such officers shall state that, to the best of their knowledge
after reasonable investigation, (A) the representations and warranties
of the Seller in this Agreement are true and correct, (B) the Seller
has complied with all agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to the Closing
Date, (C) no stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the best of their knowledge, are
contemplated by the Commission, (D) the Additional Registration
Statement, if any, satisfying the requirements of Rule 462(b)(1) and
Rule 462(b)(3) was filed in accordance with Rule 462(b) (including
payment of the applicable filing fee in accordance with Rule 111(a) or
Rule 111(b) under the Act) prior to the time the Prospectus was
printed or distributed to the Underwriter and (E) subsequent to the
date of this Agreement, there has been no material adverse change in
the condition, financial or otherwise, or in the business affairs or
business prospects of the Seller except as set forth or contemplated
in the Prospectus and (ii) TMCC in which such
23
<PAGE>
officers shall state that, to the best of their knowledge after
reasonable investigation, (A) the representations and warranties of
TMCC in this Agreement are true and correct, (B) TMCC has complied
with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder and (C) subsequent to the date of
this Agreement there has been no material adverse change in the
condition, financial or otherwise, or in the business affairs or
business prospects of TMCC which would materially and adversely affect
the performance by TMCC of its obligations under this Agreement or any
of the Basic Documents.
(f) On the Closing Date, the Class A-2, Class A-3 and
Class A-4 Notes shall be rated "Aaa" by Moody's and "AAA" by Standard
& Poor's.
(g) The Representatives shall have received evidence
satisfactory to counsel for the Representatives that the Owner Trustee
and Trust have received all necessary licenses in the State of
Pennsylvania and the State of Maryland to own the Receivables.
(h) On the Closing Date, the Representatives and counsel
for the Underwriters shall have been furnished with such documents and
opinions as they reasonably may require for the purpose of enabling
them to pass upon the issuance and sale of the Notes as herein
contemplated and related proceedings or in order to evidence the
accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein
contained; and all proceedings taken by the Seller and TMCC in
connection with the issuance and sale of the Notes as herein
contemplated shall be in form and substance satisfactory to the
Representatives and counsel for the Underwriters.
Section 7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Seller and TMCC will, jointly and severally, indemnify
and hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several as incurred, to which such Underwriter may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement, the Term Sheet, the
Prospectus or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse each Underwriter for any legal
or other expenses reasonably incurred by such Underwriter in connection
with investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred; provided, however, that neither the
Seller nor TMCC will be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Seller or TMCC by any Underwriter through the
Representatives specifically for use therein, it being understood and
agreed that the only such information furnished by any Underwriter consists
of the information in the Prospectus appearing in the first textual
paragraph under the
24
<PAGE>
first table on page S-40, the second table on page S-40 insofar as it
describes the Selling Concessions and the Reallowances, the three
paragraphs on page S-40 and S-41 after the second table and the first and
second sentences of the fourth full paragraph on page S-40 (the
"Underwriters' Information"); provided that neither TMCC nor the Seller
shall be liable under this subsection (a) to any Underwriter to the extent
that such losses, claims, damages or liabilities arose out of or are based
upon an untrue statement or omission made in any Term Sheet that is
corrected in the Prospectus (or any amendment or supplement thereto) that
has been previously made available to such Underwriter if the person
asserting such loss, claim, damage or liability was not sent or given the
Prospectus (or any amendment or supplement thereto) on or prior to the
confirmation of the sale of the Offered Notes.
(b) Each Underwriter, severally and not jointly, will indemnify and
hold harmless each of the Seller and TMCC, against any losses, claims,
damages or liabilities, joint or several as incurred, to which the Seller
or TMCC, may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in any Registration Statement, the
Prospectus or any amendment or supplement thereto, or arise out of or are
based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Seller or TMCC by such Underwriter through the
Representatives specifically for use therein, it being understood and
agreed that the only such information furnished by such Underwriter
consists of such Underwriter's Underwriters' Information and will reimburse
any legal or other expenses reasonably incurred by the Seller and TMCC in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under subsection (a) or (b) above, notify the indemnifying party of
the commencement thereof; but the omission so to notify the indemnifying
party will not relieve it from any liability which it may have to any
indemnified party otherwise than under subsection (a) or (b) above. In case
any such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate therein and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to
such indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment
25
<PAGE>
with respect to any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be
sought under this Section 7 (whether or not the indemnified parties are
actual or potential parties thereto), unless such settlement, compromise or
consent does not contain a statement as to or an admission of fault,
culpability, or a failure to act by or on behalf of any indemnified party
(unless such statement is agreed to by the indemnified party in writing);
provided, however, that in the event such settlement, compromise or consent
by the indemnifying party does not include an unconditional release of each
indemnified party from all liability arising out of any litigation,
investigation, proceeding or claim; the provisions of this Section with
respect to indemnification shall continue and survive.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute
to the amount paid or payable by such indemnified party as a result of the
losses, claims, damages or liabilities referred to in subsection (a) or (b)
above (i) in such proportion as is appropriate to reflect the relative
benefits received by the Seller and TMCC on the one hand and the Class A
Underwriters, on the other hand, from the offering of the Offered Notes or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative
fault of the Seller and TMCC on the one hand and the Underwriters on the
other hand in connection with the statements or omissions which resulted in
such losses, claims, damages or liabilities as well as any other relevant
equitable considerations. The relative benefits received by the Seller and
TMCC on the one hand and the Class A Underwriters on the other hand shall
be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Seller and TMCC bear
to the total underwriting discounts and commissions received by the Class A
Underwriters. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates
to information supplied by the Seller or TMCC or the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission. The amount paid by
an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any
action or claim which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), no Underwriter shall
be required to contribute any amount in excess of the amount by which the
total price at which the Offered Notes underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (d) to contribute are several in proportion
to their respective underwriting obligations and not joint.
26
<PAGE>
(e) The obligations of the Seller and TMCC under this Section
shall be in addition to any liability that the Seller or TMCC may otherwise
have and shall extend, upon the same terms and conditions, to each person,
if any, who controls any Underwriter within the meaning of the Act; and the
obligations of the Underwriters under this Section shall be in addition to
any liability that the respective Underwriters my otherwise have and shall
extend, upon the same terms and conditions, to each director of the Seller
or TMCC, to each officer of the Seller or TMCC who has signed any
Registration Statement and to each person, if any, who controls the Seller
or TMCC within the meaning of the Act.
Section 8. DEFAULT OF UNDERWRITERS. If any Class A
Underwriter or Underwriters default in their obligations to purchase
Offered Notes hereunder and (i) the aggregate principal amount of
Underwritten Class A-2 Notes (in the case of the Class A-2 Underwriters)
that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total principal amount of the
Underwritten Class A-2 Notes, (ii) the aggregate principal amount of
Underwritten Class A-3 Notes (in the case of the Class A-3 Underwriters)
that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total principal amount of the
Underwritten Class A-3 Notes and (iii) the aggregate principal amount of
Class A-4 Notes (in the case of the Class A-4 Underwriters) that such
defaulting Underwriter or Underwriters agreed but failed to purchase does
not exceed 10% of the total principal amount of Class A-4 Notes, the
Representatives may make arrangements satisfactory to the Seller and TMCC
for the purchase of such Underwritten Class A-2 Notes, Underwritten Class
A-3 Notes or Class A-4 Notes, as the case may be, by other persons,
including any of the Underwriters, but if no such arrangements are made by
the Closing Date, the non-defaulting Class A-2 Underwriters shall be
obligated severally, in proportion to their respective commitments
hereunder, to purchase the Underwritten Class A-2 Notes, the non-defaulting
Class A-3 Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Underwritten Class A-3
Notes and the non-defaulting Class A-4 Underwriters shall be obligated
severally, in proportion to their respective commitments hereunder, to
purchase the Class A-4 Notes, in each case that such defaulting
Underwriters agreed but failed to purchase. If any such default or defaults
occur and such default or defaults exceed 10% of the total principal amount
of the Underwritten Class A-2 Notes, the Underwritten Class A-3 Notes or
the Class A-4 Notes, as the case may be, and arrangements satisfactory to
the Seller and TMCC for the purchase of such Offered Notes by other persons
are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter,
the Seller or TMCC, except as provided in Section 9 hereof. As used in this
Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.
Section 9. SURVIVAL OF CERTAIN REPRESENTATIONS AND
OBLIGATIONS. The respective indemnities, agreements, representations,
warranties and other statements of the Seller and TMCC or their respective
officers and of the several Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation or statement as to the results thereof, made by or on behalf
of any Underwriter, the Seller, TMCC or any of their respective
representatives, officers or directors or any controlling person, and will
survive
27
<PAGE>
delivery of and payment for the Offered Notes. If this Agreement is
terminated pursuant to Section 8 hereof or if for any reason the purchase
of the Offered Notes by the Underwriters is not consummated, the Seller and
TMCC shall remain responsible for the expenses to be paid or reimbursed by
the Seller and TMCC pursuant to Section 5(i) hereof and the respective
obligations of the Seller, TMCC and the Underwriters pursuant to Section 7
hereof shall remain in effect. If the purchase of the Offered Notes by the
Underwriters is not consummated for any reason other than solely because of
the termination of this Agreement pursuant to Section 8 hereof or the
occurrence of any event specified in clause (iii), (iv) or (v) of Section
6(c) hereof, the Seller and TMCC will reimburse the Underwriters for all
out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by it in connection with the offering of the Offered
Notes.
Section 10. NOTICES. All communications hereunder will be in writing
and, if sent to the Representatives or the Underwriters, will be mailed,
delivered or telegraphed and confirmed to the Representatives c/o Morgan
Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036,
Attention: SPG Capital Markets and to Deutsche Bank Securities Inc., 31
West 52nd Street, New York, New York 10019, Attention: Asset Securitization
Group; if sent to the Seller, will be mailed, delivered or telegraphed and
confirmed to it at Toyota Motor Credit Receivables Corporation, 19001 South
Western Avenue, Torrance, California 90501, Attention: Lloyd Mistele --
President; or if sent to TMCC, will be mailed, delivered or telegraphed and
confirmed to it at Toyota Motor Credit Corporation, 19001 South Western
Avenue, Torrance, California 90501, Attention: George Borst -- Senior Vice
President and General Manager. Notwithstanding the foregoing, any notice to
an Underwriter pursuant to Section 7 hereof will be mailed, delivered or
telegraphed and confirmed to such Underwriter.
Section 11. SUCCESSORS. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred
to in Section 7 hereof, and no other person will have any right or
obligation hereunder.
Section 12. REPRESENTATION OF REPRESENTATIVES. The
Representatives will act for the several Underwriters in connection with
the transactions described in this Agreement, and any action taken by the
Representatives under this Agreement will be binding upon all the
Underwriters.
Section 13. REPRESENTATIONS AND WARRANTIES OF UNDERWRITERS.
With respect to any offers or sales of the Offered Notes outside of the
United States (and solely with respect to any such offers and sales) each
Underwriter severally and not jointly makes the following representations
and warranties:
(a) Each Underwriter represents and agrees that it will comply
with all applicable laws and regulations in each jurisdiction in which it
purchases, offers or sells Offered Notes or possesses or distributes the
Prospectus or any other offering material and will obtain any consent,
approval or permission required by it for the purchase, offer or sale by it
of Offered Notes under
28
<PAGE>
the laws and regulations in force in any jurisdiction, to which it is
subject or in which it makes such purchases, offers or sales and neither
the Seller or TMCC shall have any responsibility therefor;
(b) No action has been or will be taken by such Underwriter that
would permit a public offering of the Offered Notes or possession, or
distribution of any offering material in relation to the Offered Notes in
any jurisdiction where action for that purpose is required unless the
Seller or TMCC has agreed to such actions and such actions have been taken;
(c) Each Underwriter represents and agrees that it will not
offer, sell or deliver any of the Offered Notes or distribute any such
offering material in or from any jurisdiction except under circumstances,
which will result in compliance with applicable laws and regulations and
which will not impose any obligation on the Seller or TMCC or the
Underwriters; and
(d) Such Underwriter acknowledges that it is not authorized to
give any information or make any representations in relation to the Offered
Notes other than those contained or incorporated by reference in the
Prospectus for the Offered Notes and such additional information, if any,
as the Seller or TMCC shall, in writing, provide to and authorize such
Underwriter so to use and distribute to actual and potential purchasers of
Offered Notes; and
(e) Each Underwriter represents and agrees that it has not
offered or sold and will not offer or sell, prior to the date six months
after their date of issuance, any Offered Notes to persons in the United
Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in circumstances
which have not resulted in and will not result in an offer to the public in
the United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995; and
(f) Each Underwriter has complied and will comply with all
applicable provisions of the Financial Services Act 1986 ("FSA") with
respect to anything done by such Underwriter in relation to the Offered
Notes in, from or otherwise involving the United Kingdom; and
(g) Each Underwriter will have only issued or passed on and
will only issue or pass on in the United Kingdom any document received by
it in connection with the issue of the Notes, to a person who is of a kind
described in Article 11(3) of the FSA (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may otherwise
lawfully be issued or passed on.
Section 14. COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all
such counterparts shall together constitute one and the same Agreement.
Section 15. APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
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<PAGE>
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us one of the counterparts hereof, whereupon it will
become a binding agreement between the Seller and TMCC and the Underwriters in
accordance with its terms.
Very truly yours,
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION
By: /S/ LLOYD MISTELE
------------------------------------------------
Name: Lloyd Mistele
Title: President
TOYOTA MOTOR CREDIT CORPORATION
By: /S/ GEORGE E. BORST
------------------------------------------------
Name:George E. Borst
Title: Senior Vice President and General Manager
The foregoing Underwriting Agreement
is hereby confirmed and accepted, as
of the date first above written:
DEUTSCHE BANK SECURITIES INC.
By: /S/ PHILIP WEINGORD
------------------------------------------------
Name: Philip Weingord
Title: Managing Director
DEUTSCHE BANK SECURITIES INC.
By: /S/ ERIC FALK
------------------------------------------------
Name: Eric Falk
Title: Director
MORGAN STANLEY & CO. INCORPORATED
30
<PAGE>
By: /S/ JAMES P. FADEL
------------------------------------------------
Name: James P. Fadel
Title: Managing Director
Acting on behalf of themselves and as
the Representatives of the several
Underwriters
31
<PAGE>
<TABLE>
<CAPTION>
Schedule I-A-2
Principal Amount of
CLASS A-2 UNDERWRITER CLASS A-2 NOTES
--------------------- ---------------
<S> <C>
Deutsche Bank Securities Inc........................................... $ 125,650,000
Morgan Stanley & Co. Incorporated...................................... $ 125,650,000
Chase Securities Inc................................................... $ 35,900,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... $ 35,900,000
Salomon Smith Barney Inc............................................... $ 35,900,000
Total.......................................... $ 359,000,000
=======================
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
Schedule I-A-3
Principal Amount of
CLASS A-3 UNDERWRITER CLASS A-3 NOTES
--------------------- ---------------
<S> <C>
Deutsche Bank Securities Inc........................................... $ 119,700,000
Morgan Stanley & Co. Incorporated...................................... $ 119,700,000
Chase Securities Inc................................................... $ 34,200,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... $ 34,200,000
Salomon Smith Barney Inc............................................... $ 34,200,000
Total.......................................... $ 342,000,000
=======================
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
Schedule I-A-4
Principal Amount of
CLASS A-4 UNDERWRITER CLASS A-4 NOTES
--------------------- ---------------
<S> <C>
Deutsche Bank Securities Inc........................................... $ 73,165,000
Morgan Stanley & Co. Incorporated...................................... $ 73,164,000
Chase Securities Inc................................................... $ 20,903,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated..................... $ 20,903,000
Salomon Smith Barney Inc............................................... $ 20,903,000
Total.......................................... $ 209,038,000
======================
</TABLE>
34
