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EXHIBIT 1.1
FIXED RATE GLOBAL MEDIUM-TERM NOTE
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED PRINCIPAL OR FACE AMOUNT
No. FX CUSIP No. 89233P MH6 $5,000,000.00
TOYOTA MOTOR CREDIT CORPORATION
MEDIUM-TERM NOTE
(Fixed Rate, Non-Redeemable)
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*** [ ] CHECK IF A PRINCIPAL INDEXED NOTE ***
IF CHECKED, CALCULATION AGENT: ______________
If this is a Principal Indexed Note, references herein to "principal" shall be
deemed to be the face amount hereof, except that the amount payable upon
Maturity of this Note shall be determined in accordance with the formula or
formulas set forth below or in an attached Addendum hereto.
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ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
January 17, 2001 5.49% January 17, 2003
INTEREST PAYMENT DATES:
Each January 17 and July 17, commencing July 17, 2001
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
Not applicable ("NA") NA NA
OPTIONAL REPAYMENT DATE(S):
NA
DAY COUNT CONVENTION
[ X ] 30/360 FOR THE PERIOD FROM January 17, 2001 TO January 17, 2003
[ ] ACTUAL/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ X ] No [ X ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
NA
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TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of
FIVE MILLION DOLLARS ($5,000,000.00)
or if this is a Principal Indexed Note, the principal amount as determined in
accordance with the terms set forth under "Other Provisions" above and/or in the
Addendum attached hereto, on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date), and to pay
interest on the principal or face amount as set forth above at the Interest Rate
per annum specified above, until the principal hereof is paid or duly made
available for payment. Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum is specified
above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (if specified as repayable at the
option of the Holder in an attached Addendum) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the date on which
principal or an installment of principal is due and payable by declaration of
acceleration pursuant to the Indenture being referred to hereinafter as a
"Maturity" with respect to principal payable on such date); PROVIDED, HOWEVER,
that if the Original Issue Date is between a Regular Record Date (as defined
below) and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Original Issue Date.
Except as provided above, interest payments will be made on the Interest Payment
Dates shown above. Unless otherwise specified above, the "Regular Record Date"
shall be the date 15 calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for or, if no interest has been paid, from the Original Issue
Date specified above, to, but excluding such Interest Payment Date. Unless
otherwise specified in an Addendum attached hereto, if the Maturity or an
Interest Payment Date falls on a day which is not a Business Day as defined
below, the payment due on such Maturity or Interest Payment Date will be paid on
the next succeeding Business Day with the same force and effect as if made on
such Maturity or Interest Payment Date, as the case may be, and no interest
shall accrue with respect to such payment for the period from and after such
Maturity or Interest Payment Date. The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will as provided in the
Indenture be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such Interest Payment Date. Any such interest which is payable,
but not punctually paid or duly provided for on any Interest Payment Date
(herein called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid to the Person in
whose name this
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Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Note will be made at
the Office or Agency of the Company maintained by the Company for such purpose,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; PROVIDED,
HOWEVER, that at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register; and PROVIDED, FURTHER, that AT THE OPTION OF
THE COMPANY, the Holder of this Note may be entitled to receive payments of
principal of and interest on this Note by wire transfer of immediately available
funds if appropriate wire transfer instructions have been received by the
Trustee not less than 15 days prior to the applicable payment date.
Unless the certificate of authentication hereon has been executed by or
on behalf of Bankers Trust Company, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes (the
"Notes"). The Notes are issued and to be issued under an Indenture dated as of
August 1, 1991 as amended and supplemented by the First Supplemental Indenture
dated as of October 1, 1991 (herein called the "Indenture") between the Company,
The Chase Manhattan Bank, N.A. and Bankers Trust Company, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights thereunder of the Company, the Trustee (as defined below)
and the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. Bankers Trust Company shall act as Trustee with
respect to the Notes (herein called the "Trustee", which term includes any
successor Trustee with respect to the Notes, under the Indenture). The terms of
individual Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise.
Except as otherwise provided in the Indenture, the Notes will be issued
in global form only registered in the name of The Depository Trust Company (the
"Depositary") or its nominee. The Notes will not be issued in definitive form,
except as otherwise provided in the Indenture, and ownership of the Notes shall
be maintained in book entry form by the Depositary for the accounts of
participating organizations of the Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs, is
not redeemable or repayable prior to the Stated Maturity Date.
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If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption Date is set forth above, this Note may not be redeemed prior
to the Stated Maturity Date. On and after the Initial Redemption Date, if any,
this Note may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal hereof shall be at
least $1,000) at the option of the Company at the applicable Redemption Price
(as defined below), together with accrued interest hereon at the applicable rate
payable to the date of redemption (each such date, a "Redemption Date"), on
written notice given not more than 60 nor less than 30 days prior to the
Redemption Date or such other notice specified in an Addendum attached hereto.
In the event of redemption of this Note in part only, a new Note for the
unredeemed portion hereof shall be issued in the name of the Holder hereof upon
the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall
initially be the Initial Redemption Percentage, specified above, of the
principal amount of this Note to be redeemed and shall decline at each
anniversary of the Initial Redemption Date, shown above, by the Annual
Redemption Percentage Reduction, if any, specified above hereof, of the
principal amount to be redeemed until the Redemption Price is 100% of such
principal amount.
Unless otherwise specified in an Addendum attached hereto, this Note is
not subject to repayment at the option of the Holder. If this Note shall be
repayable at the option of the Holder as specified in an attached Addendum
hereto, unless otherwise specified in such Addendum, on any Optional Repayment
Date, this Note shall be repayable in whole or in part in increments of $1,000
(provided that any remaining principal hereof shall be at least $1,000) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the date of
repayment. If specified as repayable at the option of the Holder in such
Addendum, for this Note to be repaid in whole or in part at the option of the
Holder hereof, this Note must be received, with the form entitled "Option to
Elect Repayment" below duly completed, by the Trustee at its Corporate Trust
Office, or such address which the Company shall from time to time notify the
Holders of the Notes, not more than 60 nor less than 30 days prior to the
related Optional Repayment Date or such other time as is specified in an
Addendum attached hereto. Exercise of such repayment option by the Holder hereof
shall be irrevocable.
Interest payments on this Note shall include interest accrued from, and
including, the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to, but excluding, the
related Interest Payment Date or Maturity, as the case may be. Interest payments
for this Note shall be computed and paid on the basis of a 360-day year of
twelve 30-day months if the Day Count Convention specified above is "30/360" for
the period specified thereunder, on the basis of the actual number of days in
the related month and a 360-day year if the Day Count Convention specified above
is "Actual/360" for the period specified thereunder or on the basis of the
actual number of days in the related year and month if the Day Count Convention
specified above is "Actual/Actual" for the period specified thereunder.
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As used herein, "Business Day" means:
1. for United States dollar denominated Notes: any day other than a
Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York (a
"New York Business Day");
2. for non-United States Dollar denominated Notes (other than Notes
denominated in euro): a day that is both (x) a day other than a
day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial
Center (as defined below) of the country issuing the Specified
Currency (as defined below) and (y) a New York Business Day; and
3. for euro denominated Notes: a day that is both (x) a day on which
the Trans-European Automated Real-time Gross Settlement Express
Transfer (TARGET) system is open; and (y) a New York Business
Day.
As used herein, "Principal Financial Center" means: the capital city of
the country issuing the Specified Currency except that with respect to United
States dollars, Australian dollars, Canadian dollars, Deutsche marks, Dutch
guilders, South African rand and Swiss francs, the Principal Financial Center
will be the City of New York, Sydney and Melbourne, Toronto, Frankfurt,
Amsterdam, Johannesburg and Zurich, respectively.
"Specified Currency" means the currency in which a particular Note is
denominated (or, if the currency is no longer legal tender for the payment of
public and private debts, any other currency of the relevant country which is
then legal tender for the payment of such debts).
Notwithstanding anything to the contrary contained herein or in the
Indenture, for purposes of determining the rights of a Holder of a Note for
which the principal thereof is determined by reference to the price or prices of
specified commodities or stocks, interest rate indices, interest or exchange
rate swap indices, the exchange rate of one or more specified currencies
relative to another currency or such other price, exchange rate or other
financial index or indices as specified above (a "Principal Indexed Note"), in
respect of voting for or against amendments to the Indenture and modifications
and the waiver of rights thereunder, the principal amount of any such Principal
Indexed Note shall be deemed to be equal to the face amount thereof upon
issuance. The method for determining the amount of principal payable at Maturity
on a Principal Indexed Note will be specified in an attached Addendum.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto and
references herein to "this Note," "hereof," "herein," and "as specified above"
or similar language of like import shall also be references to any such
Addendum.
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If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected thereby at any time by the Company and the Trustee with the consent of
the Holders of 66 2/3% in aggregate principal amount of the Outstanding
Securities of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
of the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by its attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose
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name this Note is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Company, the Trustee nor any such
agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its corporate
seal to be imprinted hereon.
TOYOTA MOTOR CREDIT CORPORATION
By:
-------------------------------------
George E. Borst
President and Chief Executive Officer
Attest:
By:
-------------------------
Michael Deaderick
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned indenture.
BANKERS TRUST COMPANY
as Trustee
By: Dated:
------------------------- -------------------------
Authorized Officer
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms and at a price equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at __________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$
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Date NOTICE: The signature on this Option to
------------------------- Elect Repayment must correspond with the
name as written upon the face of this Note
in every particular, without alteration or
enlargement or any change whatever.
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ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.) ____________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
________________________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated:
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NOTICE: The signature of the registered Holder to this assignment must
correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT-- Custodian
--------------------- ---------------------
(Cust) (Minor)
Under Uniform Gifts to Minors Act
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(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
