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TOYOTA AUTO RECEIVABLES 2000-A OWNER TRUST
$305,000,000 7.12% ASSET BACKED NOTES, CLASS A-2
$523,000,000 7.18% ASSET BACKED NOTES, CLASS A-3
$277,079,000 7.21% ASSET BACKED NOTES, CLASS A-4
UNDERWRITING AGREEMENT
June 16, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Merrill Lynch, Pierce, Fenner & Smith Incorporated
250 Vesey Street
New York, New York 10281
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") $305,000,000 aggregate principal amount of
7.12% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $523,000,000
aggregate principal amount of 7.18% Asset Backed Notes, Class A-3 (the "Class
A-3 Notes") and $277,079,000 aggregate principal amount of 7.21% Asset Backed
Notes, Class A-4 (the "Class A-4 Notes") and together, the Class A-2 Notes and
the Class A-3 Notes, the "Offered Notes") of the Toyota Auto Receivables 2000-A
Owner Trust (the "Trust"). The Trust will also issue $374,106,000 aggregate
principal amount of 6.83375% Asset Backed Notes, Class A-1 (the "Class A-1
Notes" and together with the Offered Notes, the "Class A Notes" or the "Notes").
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 nor
the Subordinated Seller's Interest will be sold hereunder. Morgan Stanley & Co.
Incorporated and Merrill Lynch, Pierce, Fenner & Smith 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
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thereunder (the "Financed Vehicles") and certain monies due or
to become due thereunder on or after June 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 June 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 June
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 June 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 June 1, 2000, between the
Seller, U.S. Bank National Association as owner trustee (the "Owner Trustee")
and First Union Trust Company, 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) A registration statement on Form S-3 (No. 333-76505),
including a form of prospectus supplement, relating to the Offered
Notes and a form of Base Prospectus relating to each class of
securities to be registered under such registration statement (the
"Registered Securities") has been filed with the Securities and
Exchange Commission (the "Commission") and 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 such registration statement
(the "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
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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 the 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 the 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.
The 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
the initial registration statement as of the Effective Time of the
additional 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 the 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 the initial registration statement incorporated by
reference therein and (B) 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." The 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
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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 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.
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(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 with the charter or by-laws
of the Seller or TMCC, and each of the Seller and TMCC has full
corporate 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
June 15, 2000 the Current Report on Form 8-K with respect to the Term
Sheet dated June 14, 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.
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(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 it
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 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 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 price equal to (i)
in the case of the Class A-2 Notes, 99.87211% of the aggregate principal amount
thereof plus accrued interest at the Class A-2 Note Rate from (and including)
June 27, 2000, to (but excluding) the Closing Date, (ii) in the case of the
Class A-3 Notes, 99.80972% of the aggregate principal amount thereof plus
accrued interest at the Class A-3 Note Rate from (and including) June 27, 2000,
to (but excluding) the Closing Date and (iii) in the case of the Class A-4
Notes, 99.72041% of the aggregate principal amount thereof plus accrued interest
at the Class A-4 Note Rate from (and including) June 27, 2000, to (but
excluding) the Closing Date.
The Offered Notes will initially be represented by three notes
respectively representing $305,000,000, $523,000,000 and $277,079,000 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
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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 June 21, 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 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
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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.
(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
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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 Securities
Exchange Act of 1934, as amended (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 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, 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.
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(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,
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
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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.
(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
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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 constitute 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).
(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 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).
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(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 constitute 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.
(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.
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(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 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.
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(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.
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
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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) the unenforceability under certain circumstances of choice of law
provisions; and (6) the unenforceability under certain circumstances 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 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 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 March 31, 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
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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 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.
(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 and the sale of the Offered Notes, and
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
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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.
(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 Owner Trustee and Trustee, in form and
scope satisfactory to the Representatives and counsel for the
Underwriters, to the effect that:
(i) U.S. Bank 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 and
Trustee under each Basic Document to which U.S. Bank is a
party.
(ii) Each Basic Document to which U.S. Bank is a
party has been duly authorized, executed and delivered by U.S.
Bank and, assuming the due authorization, execution and
delivery thereof by the other parties thereto, will constitute
a legal, valid and binding obligation of U.S. Bank 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).
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(iii) Neither the execution nor delivery by U.S. Bank
of each Basic Document to which it is a party nor the
consummation of any of the transactions by U.S. Bank
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 U.S. Bank.
(iv) The execution and delivery of each Basic
Document to which U.S. Bank is a party and the performance by
U.S. Bank 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 U.S. Bank, (B) the
Articles of Association or By-Laws of U.S. Bank, or (C) to the
best knowledge of such counsel, any indenture, lease, or
material agreement to which U.S. Bank 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 and has
been authenticated by the Trustee in accordance with the terms
of the Indenture.
(6) 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.
(7) 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.
(8) 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
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(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.
(9) 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
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).
(10) 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).
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(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 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 Section 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
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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 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) 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
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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
first table on page S-41, the second table on page S-41 insofar as it describes
the Selling Concessions and the Reallowances, the three paragraphs on page S-41
after the second table and the second sentence of the second full paragraph on
page S-42 under the caption "Underwriting" (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
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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 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)
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above but also the relative fault of the Seller and TMCC on the one hand and
the Underwriters on the other 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
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.
(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 Notes hereunder and (i) the aggregate
principal amount of 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 Class A-2 Notes, (ii)
the aggregate principal amount of 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 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
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satisfactory to the Seller and TMCC for the purchase of such Class A-2 Notes,
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 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 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 Class A-2 Notes, the 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 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, 250
Vesey Street, New York, New York 10285, Attention Fixed Income Syndicate; 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
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<PAGE>
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. 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 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
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(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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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 BORST
-----------------------------------------
Name: George Borst
Title: Senior Vice President and General Manager
The foregoing Underwriting Agreement
is hereby confirmed and accepted, as
of the date first above written:
MORGAN STANLEY & CO. INCORPORATED
By: /s/ DENNIS SCURLETIS
--------------------------------------------
Title: Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ THEODORE F. BRECK
----------------------------------------------
Title: Authorized Signatory
Acting on behalf of themselves and as
the Representatives of the several
Underwriters
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Schedule I-A-2
PRINCIPAL AMOUNT OF
CLASS A-2 UNDERWRITER CLASS A-2 NOTES
------------------------ ----------------
Morgan Stanley & Co. Incorporated.......................... $ 62,095,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated......... $ 62,095,000
Chase Securities Inc....................................... $ 36,162,000
Deutsche Bank Securities Inc............................... $ 36,162,000
Goldman Sachs & Co......................................... $ 36,162,000
Lehman Brothers Inc........................................ $ 36,162,000
Salomon Smith Barney Inc................................... $ 36,162,000
Total.............................. $ 305,000,000
=================
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Schedule I-A-3
PRINCIPAL AMOUNT OF
CLASS A-3 UNDERWRITER CLASS A-3 NOTES
------------------------ ----------------
Morgan Stanley & Co. Incorporated.......................... $ 106,475,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated......... $ 106,475,000
Chase Securities Inc....................................... $ 62,010,000
Deutsche Bank Securities Inc............................... $ 62,010,000
Goldman Sachs & Co......................................... $ 62,010,000
Lehman Brothers Inc........................................ $ 62,010,000
Salomon Smith Barney Inc................................... $ 62,010,000
Total.............................. $ 523,000,000
==================
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Schedule I-A-4
PRINCIPAL AMOUNT OF
CLASS A-4 UNDERWRITER CLASS A-4 NOTES
------------------------ ----------------
Morgan Stanley & Co. Incorporated.......................... $ 56,409,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated......... $ 56,410,000
Chase Securities Inc....................................... $ 32,852,000
Deutsche Bank Securities Inc............................... $ 32,852,000
Goldman Sachs & Co......................................... $ 32,852,000
Lehman Brothers Inc........................................ $ 32,852,000
Salomon Smith Barney Inc................................... $ 32,852,000
Total.............................. $ 277,079,000
================
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