<PAGE>
Exhibit 10.5(i)
FIFTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
FIFTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
dated as of September 14, 2000 among TOYOTA MOTOR CREDIT CORPORATION (the
"Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and
BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into a Fourth Amended and
Restated 364-Day Credit Agreement dated as of September 17, 1999 (the
"Existing Agreement");
WHEREAS, no Loans are outstanding under the Existing Agreement on the date
hereof; and
WHEREAS, the parties hereto desire to amend the Existing Agreement as set
forth herein and to restate the Existing Agreement in its entirety to read as
set forth in the Existing Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Existing Agreement
shall have the meaning assigned to such term in the Existing Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Existing Agreement shall from and after
the date hereof refer to the Existing Agreement as amended hereby.
SECTION 2. Amendment of the Existing Agreement.
(a) Each reference to "1998" in the definition of "Borrower's 1998 Form 10-K"
and in Sections 4.4(a) and (c) is changed to "1999".
(b)Each reference to "1999" in the definition of "Borrower's Latest Form
10-Q" and in Section 4.4(b) is changed to "2000".
(c)The definition of "Commitment" is amended to read in its entirety as
follows:
"Commitment" means, with respect to each Bank, the amount set forth opposite
the name of such Bank on Schedule I hereof, as such amount may be reduced
from time to time pursuant to Section 2.9.
(d)The definition of "New Banks" is deleted in its entirety.
(e)The date "September 15, 2000" appearing in the definition of "Termination
Date" is changed to "September 13, 2001".
(f)The first sentence of Section 2.8 is amended by deleting the phrase
"(including each New Bank from and after the date it becomes a Bank under
this Agreement pursuant to Section 2.16)".
<PAGE>
(g)Section 2.16 is deleted in its entirety.
(h)Section 5.1(a) is amended to read in its entirety as follows:
"(a)as soon as available and in any event within 120 days after the end of
each fiscal year of the Borrower, a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated statements of income and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for
the previous fiscal year, all reported on in a manner acceptable to the
Securities and Exchange Commission by independent public accountants of
nationally recognized standing; provided, however, that for the Borrower's
fiscal year ended March 31, 2001, in lieu of the financial statements
described in the preceding clause, the Borrower shall deliver, as soon as
available and in any event within 120 days after the end of such fiscal year,
(i) an audited consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such fiscal year and the related
audited consolidated statements of income and cash flows for the six months
ending at the end of such fiscal year (which financial statements shall be
reported on in a manner acceptable to the Securities and Exchange Commission
by independent public accountants of nationally recognized standing) and (ii)
an unaudited consolidated balance sheet and unaudited consolidated statements
of income and cash flows for the six month period ending March 31, 2000."
(i)The following covenant is added as Section 5.8 of the Existing Agreement:
"Section 5.8 Credit Support Agreement. On or before the date on which
ownership of the Borrower's capital stock is transferred from Toyota Motor
Sales, U.S.A., Inc. to Toyota Financial Services Americas Corporation, the
Borrower agrees to enter into a Credit Support Agreement with Toyota
Financial Services Corporation in the form previously provided to the
Administrative Agent or in such other form as is acceptable to Moody's
Investors Services, Inc. and Standard & Poors Ratings Services, a division of
The McGraw-Hill Companies, Inc. (collectively, the "Rating Agencies") and
which does not cause any Rating Agency to qualify, reduce or withdraw its
then current rating of the Borrower's short or long-term debt."
(j)Section 8.4(d) is amended by deleting the phrase "(including each New
Bank)".
(k)The last sentence of Section 9.5 is deleted in its entirety.
SECTION 3. Stock Transfer. The parties hereto acknowledge and agree that
the transfer of all of the capital stock of the Borrower by Toyota Motor
Sales, U.S.A., Inc. to Toyota Motor North America, Inc., its sole shareholder
and, thereafter, to Toyota Financial Services Americas Corporation,
substantially as heretofore described to the Banks, does not constitute a
material adverse change in the business, financial position, results of
operations or prospects of the Borrower and its Consolidated Subsidiaries,
considered as a whole, for purposes of Section 4.4(c) of the Existing
Agreement and waive any violation, if any, of Sections 5.3 and 5.6 of the
Existing Agreement that would otherwise be caused by such stock transfers.
<PAGE>
SECTION 4. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Existing Agreement, both before and after giving effect to this Fifth Amended
and Restated 364-Day Credit Agreement, is true and correct as though made on
and as of such date.
SECTION 5. Governing Law. This Fifth Amended and Restated 364-Day Credit
Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
SECTION 6. Counterparts, Effectiveness. This Fifth Amended and Restated
364-Day Credit Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Fifth Amended and Restated
364-Day Credit Agreement shall become effective as of the date hereof when
the Administrative Agent shall have received (i) duly executed counterparts
hereof signed by the Borrower and the Banks (or, in the case of any party as
to which an executed counterpart shall not have been received, the
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party), (ii) a duly executed Note for the account of each Bank dated on or
before the date hereof complying with the provisions of Section 2.6 of the
Existing Agreement and (iii) an opinion of the General Counsel of the
Borrower (or such other counsel for the Borrower as may be acceptable to the
Administrative Agent) substantially in the form of Exhibit E to the Existing
Agreement with reference to this Fifth Amended and Restated 364-Day Credit
Agreement and the Existing Agreement as amended and restated hereby.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ George E. Borst
Name: George E. Borst
Title: Senior Vice President and
General Manager
<PAGE>
BANK OF AMERICA, N.A.
By: /s/ Carolee Furukawa
Name: Carolee Furukawa
Title: Vice President
<PAGE>
THE CHASE MANHATTAN BANK
By: /s/ James W. Peterson
Name: James W. Peterson
Title: Vice President
<PAGE>
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ Masato Sekino
Name: Masato Sekino
Title: Deputy General Manager
<PAGE>
CITICORP USA, INC.
By: /s/ Brian Ike
Name: Brian Ike
Title: Vice President
<PAGE>
CREDIT SUISSE FIRST BOSTON
By: /s/ Robert N. Finney
Name: Robert N. Finney
Title: Managing Director
By: /s/ Bill O'Daly
Name: Bill O'Daly
Title: Vice President
<PAGE>
ABN-AMRO BANK N.V.
By: /s/ Ellen M. Coleman
Name: Ellen M. Coleman
Title: Group Vice President
By: /s/ Mitsoo Iravani
Name: Mitsoo Iravani
Title: Assistant Vice President
<PAGE>
BANK ONE, NA
By: /s/ Keiji Nakanishi
Name: Keiji Nakanishi
Title: Vice President
<PAGE>
BARCLAYS BANK PLC
By: /s/ L. Peter Yetman
Name: L. Peter Yetman
Title: Director
<PAGE>
BBL INTERNATIONAL (U.K.) LTD.
By: /s/ M C Swinnen /s/ G. R. M. Walker
Name: M C Swinnen G. R. M. Walker
Title: Authorised Signatory Authorised Signatory
<PAGE>
BNP PARIBAS
By: /s/ Mitchell M. Ozawa
Name: Mitchell M. Ozawa
Title: Vice President
By: /s/ James P. Culhane
Name: James P. Culhane, CFA
Title: Assistant Vice President
<PAGE>
DEUTSCHE BANK AG, NEW YORK BRANCH and/or CAYMAN ISLAND BRANCH
By: /s/ Andreas Rohde
Name: Andreas Rohde
Title: Director
By: /s/ Christopher Howe
Name: Christopher Howe
Title: Director
<PAGE>
MELLON BANK, N.A.
By: /s/ Andrew T. Kim
Name: Andrew T. Kim
Title: Banking Officer
<PAGE>
UBS AG, STAMFORD BRANCH
By: /s/ Gregory Raue
Name: Gregory Raue
Title: Director
By: /s/ Wilfred V. Saint
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services, US
<PAGE>
THE BANK OF NEW YORK
By: /s/ Jennifer S. Ellerman
Name: Jennifer S. Ellerman
Title: Vice President
<PAGE>
HSBC BANK USA
By: /s/ John Rynne
Name: John Rynne
Title: Vice President
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Yoshiaki Fujikawa
Name: Yoshiaki Fujikawa
Title: Vice President & Manager
<PAGE>
MERRILL LYNCH BANK USA
By: /s/ Raymond J. Dardano
Name: Raymond J. Dardano
Title: Senior Credit Officer
<PAGE>
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By: /s/ Sumio Tanaka
Name: Sumio Tanaka
Title: Senior Vice President & Joint General
Manager
<PAGE>
THE SANWA BANK, LIMITED
By: /s/ Zenichi Muramoto
Name: Zenichi Muramoto
Title: Senior Vice President &
Deputy General Manager
<PAGE>
THE TOKAI BANK, LIMITED
By: /s/ Kazunori Nishimoto
Name: Kazunori Nishimoto
Title: General Manager
<PAGE>
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Aaron J. Gordon
Name: Aaron J. Gordon
Title: Vice President
<PAGE>
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Catherine M. Wallace
Name: Catherine M. Wallace
Title: Vice President
By: /s/ Eugene Fuentes
Name: Eugene Fuentes
Title: Vice President
<PAGE>
STATE STREET BANK AND TRUST COMPANY
By: /s/ Jaynelle A. Landy
Name: C. Jaynelle A. Landy
Title: Loan Officer
<PAGE>
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ David Price
Name: David Price
Title: Vice President
<PAGE>
<TABLE>
SCHEDULE I
COMMITMENTS
NAME OF BANK COMMITMENT SHARE
<S> <C> <C>
Bank of America, N.A. $ 200,000,000.00 10.00%
The Chase Manhattan Bank $ 185,000,000.00 9.25%
The Bank of Tokyo-Mitsubishi, Ltd. $ 185,000,000.00 9.25%
Citicorp USA, Inc. $ 185,000,000.00 9.25%
Credit Suisse First Boston $ 140,000,000.00 7.00%
ABN AMRO Bank N.V. $ 85,000,000.00 4.25%
Bank One, NA $ 85,000,000.00 4.25%
Barclays Bank PLC $ 85,000,000.00 4.25%
BBL International (U.K.) Ltd. $ 85,000,000.00 4.25%
BNP Paribas $ 85,000,000.00 4.25%
Deutsche Bank AG $ 85,000,000.00 4.25%
Mellon Bank, N.A. $ 85,000,000.00 4.25%
UBS AG $ 85,000,000.00 4.25%
The Bank of New York $ 45,000,000.00 2.25%
HSBC Bank USA $ 45,000,000.00 2.25%
The Industrial Bank of Japan,
Limited $ 45,000,000.00 2.25%
Merrill Lynch Bank USA $ 45,000,000.00 2.25%
The Sakura Bank, Limited $ 45,000,000.00 2.25%
The Sanwa Bank, Limited $ 45,000,000.00 2.25%
The Tokai Bank, Limited $ 45,000,000.00 2.25%
U.S. Bank National Association $ 45,000,000.00 2.25%
Wells Fargo Bank, National
Association $ 40,000,000.00 2.00%
State Street Bank and Trust
Company $ 25,000,000.00 1.25%
TOTAL $2,000,000,000.00 100.00%
</TABLE>
