Exhibit 4.4
AMENDMENT NO. 1
TO THE
THIRD AMENDED AND RESTATED AGENCY AGREEMENT
in respect of
TOYOTA MOTOR CREDIT CORPORATION'S
EURO MEDIUM-TERM NOTE PROGRAM
This Amendment No. 1, dated October 3, 2001, is made to the Third Amended and
Restated Agency Agreement, dated October 4, 2000 (the "Agreement"), by and
among Toyota Motor Credit Corporation (the "Company"), The Chase Manhattan
Bank, as Agent (the "Agent"), and Chase Manhattan Bank Luxembourg S.A., as
Paying Agent (the "Paying Agent"), in respect of the Company's Euro Medium-
Term Note Program (the "Program"). Except as otherwise defined herein,
capitalized terms used herein shall have the same meanings ascribed to them
in the Agreement.
WHEREAS, the Company, the Agent and the Paying Agent desire to amend the
Agreement to make certain changes to the Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to amend the Agreement as follows:
A. Clause 1 of the Agreement (Definitions and Interpretations) is hereby
amended as follows:
1. The definition of "Euroclear" is amended in its entirety as follows:
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system, and references in this Agreement and each Appendix hereto to "Morgan
Guaranty Trust Company of New York, Brussels Office" shall be read as
"Euroclear Bank S.A./N.V."
2. The definition of "FSMA" is added as follows:
"FSMA" means the Financial Services Markets Act 2000 of the United Kingdom.
B. Subclause 11(1) of the Agreement (Duties of the Agent in Connection with
Early Redemption) is hereby amended in its entirety as follows:
If the Company decides to redeem any Notes for the time being outstanding
prior to their Maturity Date in accordance with the Conditions, the Company
shall give notice of such decision to the Agent not less than 5 days before
the relevant redemption date or such shorter period that is acceptable to the
Agent and is set forth in the applicable Pricing Supplement.
C. Appendix A (Terms and Conditions of the Notes) is hereby replaced in its
entirety with Appendix A attached hereto.
D. Appendix B (Forms of Global and Definitive Notes, Coupons, Receipts and
Talons) is hereby amended as follows:
1. The second paragraph on page B-1-2 of Appendix B-1 (Form of Temporary
Global Note of Toyota Motor Credit Corporation) is amended in its entirety as
follows:
This Temporary Global Note is issued subject to, and with the benefit of, the
Conditions and the Third Amended and Restated Agency Agreement dated as of
October 4, 2000, as amended by Amendment No. 1 dated October 3, 2001 (the
"Agency Agreement," which expression shall be construed as a reference to
that agreement as the same may be amended or supplemented from time to time),
between the Company and The Chase Manhattan Bank (the "Agent") and the other
agents named therein; provided, however, that the reference to the Conditions
shall mean the Conditions in effect on the date of this Temporary Global Note
and shall not be affected by any amendments to the Conditions which occur
thereafter.
2. The second paragraph on page B-2-2 of Appendix B-2 (Form of Permanent
Global Note of Toyota Motor Credit Corporation) is amended in its entirety as
follows:
This Permanent Global Note is issued subject to, and with the benefit of, the
Conditions and the Third Amended and Restated Agency Agreement dated as of
October 4, 2000, as amended by Amendment No. 1 dated October 3, 2001 (the
"Agency Agreement," which expression shall be construed as a reference to
that agreement as the same may be amended or supplemented from time to time),
between the Company and The Chase Manhattan Bank (the "Agent") and the other
agents named therein; provided, however, that the reference to the Conditions
shall mean the Conditions in effect on the date of issue of the Temporary
Global Note that originally represented this Note and shall not be affected
by any amendments to the Conditions which occur thereafter.
3. The second paragraph on page B-3-2 of Appendix B-3 (Definitive Note of
Toyota Motor Credit Corporation) is amended in its entirety as follows:
This Note is issued subject to, and with the benefit of, the Conditions and
the Third Amended and Restated Agency Agreement dated as of October 4, 2000,
as amended by Amendment No. 1 dated October 3, 2001 (the "Agency Agreement."
which expression shall be construed as a reference to that agreement as the
same may be amended or supplemented from time to time), between the Company
and The Chase Manhattan Bank (the "Agent") and the other agents named
therein; provided, however, that references to the Conditions shall mean the
Conditions in effect on the date of issue of the Temporary Global Note that
originally represented this Note and shall not be affected by any amendments
to the Conditions which occur thereafter.
E. Appendix C (Form of Calculation Agency Agreement) is hereby amended by
replacing Recitals A and B as follows:
WHEREAS:
A. The Company has entered into the Third Amended and Restated Program
Agreement with Merrill Lynch International, BNP Paribas, Credit Suisse First
Boston (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities
Ltd., Morgan Stanley & Co. International Limited, Nomura International plc,
and UBS AG, acting through its business group UBS Warburg, dated October 4,
2000, as amended by Amendment No. 1, dated October 3, 2001 (as amended, the
"Program Agreement"), under which $16,000,000,000 (or its equivalent in other
currencies) in aggregate principal amount of Notes ("Notes") may be
outstanding.
B. The Notes will be issued subject to and with the benefit of the Third
Amended and Restated Agency Agreement, dated as October 4, 2000, as amended
by Amendment No. 1, dated October 3, 2001 (as amended, the "Agency
Agreement") among the Company, The Chase Manhattan Bank (the "Agent," which
expression shall include its successor or successors for the time being under
the Agency Agreement) and Chase Manhattan Bank Luxembourg S.A. (the "Paying
Agent," which expression shall include its successor or successors for the
time being under the Agency Agreement).
F. Annex B (Form of Pricing Supplement) to Appendix D (Form of Operating &
Administrative Procedures Memorandum) is hereby replaced in its entirety with
Annex B to Appendix D attached hereto.
G. Annex D (Trading Desk Information) to Appendix D (Form of Operating &
Administrative Procedures Memorandum) is hereby replaced in its entirety with
Annex D to Appendix D attached hereto.
H. Appendix E (Form of the Notes) is hereby replaced in its entirety with
Appendix E attached hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to
the Third Amended and Restated Agency Agreement as of the date first above
written.
The Company
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Telephone: (310) 468-4001
Fax: (310) 468-6194
Attention: Vice President, Treasury
By: /s/ George E. Borst
-------------------
George E. Borst
President and Chief Executive Officer
The Agent
The Chase Manhattan Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
Telephone: 01202 347430
Fax: 01202 347438
Telex: 8954681 CMB G
Attention: Manager, Institutional Trust Services
By: /s/ Andrew Dellow
-----------------
The Paying Agent
Chase Manhattan Bank Luxembourg S.A.
5 Rue Plaetis
L-2338
Luxembourg
Telephone: 00 352 4626 85236
Fax: 00 352 4626 85380
Telex: 1233 CHASE LU
Attention: Manager, Institutional Trust Services
By: /s/ Andrew Dellow
-----------------
APPENDIX A
TERMS AND CONDITIONS OF THE NOTES
APPENDIX A
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions (the "Terms and Conditions" or the
"Conditions") of the Notes issued on or after the date of this Offering
Circular which (subject to completion and amendment and to the extent
applicable) will be attached to or incorporated by reference into each global
Note and which will be incorporated by reference or endorsed upon each
definitive Note. The applicable Pricing Supplement in relation to any Notes may
specify other terms and conditions which shall, to the extent so specified or
to the extent inconsistent with the following Terms and Conditions, replace or
modify the following Terms and Conditions for the purpose of such Notes. The
applicable Pricing Supplement will be endorsed upon, or attached to, each
temporary global Note, permanent global Note and definitive Note. Reference
should be made to "Form of the Notes" in the Offering Circular dated October 3,
2001 (the "Offering Circular") for the form of Pricing Supplement which will
include the definitions of certain terms used in the following Terms and
Conditions.
This Note is one of a Series (as defined below) of Notes (the "Notes," which
expression shall mean (i) in relation to any Notes represented by a global
Note, units of the lowest Specified Denomination in the Specified Currency of
the relevant Notes, (ii) definitive Notes issued in exchange (or partial
exchange) for a temporary or permanent global Note, and (iii) any global Note)
issued subject to, and with the benefit of, a Third Amended and Restated Agency
Agreement dated as of October 4, 2000, as amended (the "Agency Agreement"), and
made between Toyota Motor Credit Corporation ("TMCC", which reference does not
include the subsidiaries of TMCC) and The Chase Manhattan Bank, London Office,
as issuing agent and (unless specified otherwise in the applicable Pricing
Supplement) principal paying agent and (unless specified otherwise in the
applicable Pricing Supplement) as calculation agent (the "Agent", which
expression shall include any successor agent or any other Calculation Agent
specified in the applicable Pricing Supplement) and the other paying agents
named therein (together with the Agent, the "Paying Agents", which expression
shall include any additional or successor paying agents). The Notes, Receipts
and Coupons also have the benefits of certain Credit Support Agreements
governed by Japanese law, one between Toyota Motor Corporation ("TMC") and
Toyota Financial Services Corporation ("TFS") dated July 14, 2000 and the other
between TFS and TMCC, dated October 1, 2000.
Interest-bearing definitive Notes will (unless otherwise indicated in the
applicable Pricing Supplement) have interest coupons ("Coupons") and, if
indicated in the applicable Pricing Supplement, talons for further Coupons
("Talons") attached on issue. Any reference herein to Coupons or coupons shall,
unless the context otherwise requires, be deemed to include a reference to
Talons or talons. Definitive Notes repayable in installments will have receipts
("Receipts") for the payment of the installments of principal (other than the
final installment) attached on issue.
As used herein, "Series" means all Notes which are denominated in the same
currency and which have the same Maturity Date, Interest Basis,
Redemption/Payment Basis and Interest Payment Dates (if any) (all as indicated
in the applicable Pricing Supplement) and the terms of which (except for the
Issue Date or the Interest Commencement Date (as the case may be) and/or the
Issue Price (as indicated as aforesaid)) are otherwise identical (including
whether or not the Notes are listed) and the expressions "Notes of the relevant
Series" and "holders of Notes of the relevant Series" and related expressions
shall be construed accordingly. As used herein, "Tranche" means all Notes of
the same Series with the same Issue Date and Interest Commencement Date (if
applicable).
The Pricing Supplement applicable to any particular Note or Notes is attached
hereto or endorsed hereon and supplements these Terms and Conditions and may
specify other terms and conditions which shall, to the extent so specified or
to the extent inconsistent with these Terms and Conditions, replace or modify
these Terms and Conditions for the purposes of such Note or Notes. References
herein to the "applicable Pricing Supplement" shall mean the Pricing Supplement
attached hereto or endorsed hereon.
Copies of the Agency Agreement (which contains the form of Pricing Supplement),
the Offering Circular and the Pricing Supplement applicable to any particular
Note or Notes (if listed) are available for inspection at the specified offices
of the Agent and each of the other Paying Agents. The holders of the Notes (the
"Noteholders"), which expression shall, in relation to any Notes represented by
a global Note, be construed as provided in Condition 1, the holders of the
Coupons (the "Couponholders") and the holders of Receipts (the
"Receiptholders") are deemed to have notice of the Agency Agreement, the
applicable Pricing Supplement and the Offering Circular, and are entitled to
the benefit of all the provisions of the Agency Agreement and the applicable
Pricing Supplement, which are binding on them.
A temporary or permanent global Note will be exchangeable in whole, but not in
part, for security printed definitive Notes with, where applicable, Receipts,
Coupons and Talons attached not earlier than the date (the "Exchange Date")
which is 40 days after completion of the distribution of the relevant Tranche,
provided that certification of non-U.S. beneficial ownership has been received:
(i) at the option of TMCC; (ii) unless stated otherwise in the applicable
Pricing Supplement, at the option of holders of an interest in the temporary or
permanent global Note upon such notice as is specified in the applicable
Pricing Supplement from Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear") or Clearstream Banking, societe anonyme, ("Clearstream,
Luxembourg") (as the case may be) acting on instructions of the holders of
interest in the temporary or permanent global Note and/or subject to the
payment of costs in connection with the printing and distribution of the
definitive Notes, if specified in the applicable Pricing Supplement; (iii) if,
after the occurrence of an Event of Default, holders representing at least a
majority of the outstanding principal amount of the Notes of a Series, acting
together as a single class, advise the Agent through Euroclear and Clearstream,
Luxembourg that they wish to receive definitive Notes; or (iv) Euroclear,
Clearstream, Luxembourg and any other relevant clearance system for the
temporary or permanent global Note are all no longer willing or able to
discharge properly their responsibilities with respect to such Notes and the
Agent and TMCC are unable to locate a qualified successor.
Words and expressions defined in the Agency Agreement, defined elsewhere in the
Offering Circular or used in the applicable Pricing Supplement shall have the
same meanings where used in these Terms and Conditions unless the context
otherwise requires or unless otherwise stated and provided that, in the event
of inconsistency between the Agency Agreement and the applicable Pricing
Supplement, the applicable Pricing Supplement will prevail.
1. Form, Denomination and Title
The Notes in this Series are in bearer form and, in the case of definitive
Notes, serially numbered in the Specified Currency (or Currencies in the case
of Dual Currency Notes) and in the Specified Denomination(s) specified in the
applicable Pricing Supplement.
This Note may be a Note bearing interest on a fixed rate basis ("Fixed Rate
Note"), a Note bearing interest on a floating rate basis ("Floating Rate
Note"), a Note issued on a non-interest bearing basis ("Zero Coupon Note"), a
Note with respect to which interest is calculated by reference to an index
and/or a formula ("Index Linked Interest Note) or any combination of the
foregoing, depending upon the Interest Basis specified in the applicable
Pricing Supplement. This Note may be a Note with respect to which principal is
calculated by reference to an index and/or a formula ("Index Linked Redemption
Note"), a Note redeemable in installments ("Installment Note"), a Note with
respect to which principal and/or interest is payable in one or more Specified
Currencies other than the Specified Currency in which it is denominated ("Dual
Currency Note"), a Note which is issued on a partly paid basis ("Partly Paid
Note") or a combination of any of the foregoing, depending on the
Redemption/Payment Basis shown in the applicable Pricing Supplement. (Where
appropriate in the context, "Index Linked Interest Notes" and "Index Linked
Redemption Notes" are referred to collectively as "Index Linked Notes".) The
appropriate provisions of these Terms and Conditions will apply accordingly.
Notes in definitive form are issued with Coupons attached, unless they are Zero
Coupon Notes in which case references to interest (other than interest due
after the Maturity Date), Coupons and Couponholders in these Terms and
Conditions are not applicable. Wherever Dual Currency Notes or Index Linked
Notes are issued to bear interest on a fixed or floating rate basis or on a
non-interest bearing basis, the provisions in these Terms and Conditions
relating to Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes,
respectively, shall, where the context so admits, apply to such Dual Currency
Notes or Index Linked Notes.
Except as set out below, title to the Notes, Receipts and Coupons will pass by
delivery. The holder of each Coupon or Receipt, whether or not such Coupon or
Receipt is attached to a Note, in his capacity as such, shall be subject to and
bound by all the provisions contained in the relevant Note. TMCC and any Paying
Agent may deem and treat the bearer of any Note, Receipt or Coupon as the
absolute owner thereof (whether or not overdue and notwithstanding any notice
to the contrary, including any notice of ownership or writing thereon or notice
of any previous loss or theft thereof) for all purposes but, in the case of any
global Note, without prejudice to the provisions set out in the next succeeding
paragraph.
For so long as any of the Notes are represented by a global Note, each person
who is for the time being shown in the records of Euroclear or of Clearstream,
Luxembourg as the holder of a particular principal amount of Notes other than a
clearing agency (including Clearstream, Luxembourg and Euroclear) that is
itself an account holder of Clearstream, Luxembourg or Euroclear (in which
regard any certificate or other document issued by Euroclear or Clearstream,
Luxembourg as to the nominal amount of such Notes standing to the account of
any person shall be conclusive and binding for all purposes except in the case
of manifest error) shall be treated by TMCC, the Agent and any other Paying
Agent as the holder of such nominal amount of such Notes for all purposes other
than with respect to the payment of principal (including premium (if any)) or
interest on the Notes, the right to which shall be vested, as against TMCC, the
Agent and any other Paying Agent solely in the bearer of the relevant global
Note in accordance with and subject to its terms (and the expressions
"Noteholder" and "holder of Notes" and related expressions shall be construed
accordingly). Notes which are represented by a global Note will be transferable
only in accordance with the rules and procedures for the time being of
Euroclear or of Clearstream, Luxembourg, as the case may be.
Any reference herein to Euroclear and/or Clearstream, Luxembourg shall,
whenever the context so permits, be deemed to include a reference to any
additional or alternative clearance system approved by TMCC and the Agent.
If the Specified Currency of this Note is a currency of one of the member
states participating in European economic and monetary union, and if specified
in the applicable Pricing Supplement, this Note shall permit Redenomination,
Exchange and Consolidation (as defined, and in the manner set forth, in
Condition 17 below or in such other manner as set forth in the applicable
Pricing Supplement) at the option of TMCC.
2. Status of the Notes and the Credit Support Agreements
The Notes will be unsecured general obligations of TMCC and will rank pari
passu with all other unsecured and unsubordinated indebtedness for borrowed
money of TMCC from time to time outstanding. The Notes are not guaranteed by
any affiliate of TMCC. Holders of the Notes, Receipts and Coupons have the
benefits of the Credit Support Agreements governed by Japanese law, one between
TMC and TFS dated July 14, 2000 and the other between TFS and TMCC dated
October 1, 2000.
3. Further Issues
If indicated in the applicable Pricing Supplement, TMCC may from time to time,
without the consent of the holders of Notes, Receipts or Coupons of a Series,
create and issue further Notes of the same Series having the same terms and
conditions as the Notes (or the same terms and conditions save for the first
payment of interest thereon and the Issue Date thereof) so that the same shall
be consolidated and form a single Series with the outstanding Notes and
references in the Conditions to "Notes" shall be construed accordingly.
4. Interest
(a) Interest on Fixed Rate Notes and Business Day Convention for Notes other
than Floating Rate Notes and Index Linked Interest Notes
Each Fixed Rate Note bears interest on its outstanding nominal amount (or if it
is a Partly Paid Note, the amount paid up) from (and including) the Interest
Commencement Date which is specified in the applicable Pricing Supplement (or
the Issue Date, if no Interest Commencement Date is separately specified) to
but excluding the Maturity Date specified in the applicable Pricing Supplement
at the rate(s) per annum equal to the Fixed Rate(s) of Interest specified in
the applicable Pricing Supplement payable in arrears on the Interest Payment
Date(s) in each year and on the Maturity Date so specified if it does not fall
on a Interest Payment Date. Except as provided in the applicable Pricing
Supplement, the amount of interest payable on each Interest Payment Date in
respect of the Fixed Interest Period ending on such date will amount to the
Fixed Coupon Amount as specified in the applicable Pricing Supplement. Payments
of interest on any Interest Payment Date will, if so specified in the
applicable Pricing Supplement, amount to the Broken Amount(s) so specified. As
used in these Conditions, "Fixed Interest Period" means the period from (and
including) an Interest Payment Date (or the Interest Commencement Date or Issue
Date, as applicable) to (but excluding) the next (or first) Interest Payment
Date or Maturity Date.
Unless specified otherwise in the applicable Pricing Supplement, the "Following
Business Day Convention" will apply to the payment of all Notes other than
Floating Rate Notes or Indexed Linked Interest Notes, meaning that if the
Interest Payment Date or Maturity Date would otherwise fall on a day which is
not a Business Day (as defined in Condition 4(b)(i) below), the related payment
of principal or interest will be made on the next succeeding Business Day as if
made on the date such payment was due. If the "Modified Following Business Day
Convention" is specified in the applicable Pricing Supplement for any Note
(other than a Floating Rate Note or an Index Linked Interest Note), it shall
mean that if the Interest Payment Date or Maturity Date would otherwise fall on
a day which is not a Business Day (as defined in Condition 4(b)(i) below), the
related payment of principal or interest will be made on the next succeeding
Business Day as if made on the date such payment was due unless it would
thereby fall into the next calendar month in which event the full amount of
payment shall be made on the immediately preceding Business Day as if made on
the day such payment was due. Unless specified otherwise in the applicable
Pricing Supplement, the amount of interest due shall not be changed if payment
is made on a day other than an Interest Payment Date or the Maturity Date as a
result of the application of a Business Day Convention specified above or other
Business Day Convention specified in the applicable Pricing Supplement.
If interest is required to be calculated for a period ending other than on an
Interest Payment Date (which for this purpose shall not include a period where
a payment is made on a day other than an Interest Payment Date or the Maturity
Date as a result of the application of a Business Day Convention as provided in
the immediately preceding paragraph, unless specified otherwise in the
applicable Pricing Supplement), such interest shall be calculated by applying
the Fixed Rate of Interest to each Specified Denomination, multiplying such sum
by the applicable Fixed Day Count Fraction or other Day Count Fraction
specified in the Pricing Supplement, and rounding the resultant figure to the
nearest sub-unit of the relevant Specified Currency, half of any such sub-unit
being rounded upwards or otherwise in accordance with applicable market
convention.
In these Conditions, "Fixed Day Count Fraction" means:
1)if "Actual/Actual (ISMA)" is specified in the applicable Pricing Supplement,
the number of days in the relevant period from and including the most recent
Interest Payment Date (or, if none, the Interest Commencement Date) to but
excluding the relevant payment date divided by (x) in the case of Notes where
interest is scheduled to be paid only by means of regular annual payments, the
number of days in the period from and including the most recent Interest
Payment Date (or, if none, the Interest Commencement Date or Issue Date, as
applicable) to but excluding the next scheduled Interest Payment Date or (y) in
the case of Notes where interest is scheduled to be paid other than only by
means of regular annual payments, the product of the number of days in the
period from and including the most recent Interest Payment Date (or, if none,
the Interest Commencement Date or Issue Date, as applicable) to but excluding
the next scheduled Interest Payment Date and the number of Interest Payment
Dates that would occur in one calendar year assuming interest was to be payable
in respect of the whole of that year;
(2)if "Actual/Actual (ISDA)" is specified in the applicable Pricing Supplement,
the actual number of days in the relevant period from and including the most
recent Interest Payment Date (or, if none, the Interest Commencement Date or
Issue Date, as applicable) to but excluding the next scheduled Interest Payment
Date divided by 365 (or, if any portion of that period falls in a leap year,
the sum of (x) the actual number of days in that portion of the period falling
in a leap year divided by 366; and (y) the actual number of days in that
portion of the period falling in a non-leap year divided by 365); and
(3)if "30/360" is specified in the applicable Pricing Supplement, the number of
days in the period from and including the most recent Interest Payment Date
(or, if none, the Interest Commencement Date or Issue Date, as applicable) to
but excluding the next scheduled Interest Payment Date (such number of days
being calculated on the basis of 12 30-day months) divided by 360 and, in the
case of an incomplete month, the number of days elapsed; and
"sub-unit" means, with respect to any currency other than euro, the lowest
amount of such currency that is available as legal tender in the country of
such currency and, with respect to euro, means one cent.
(b) Interest on Floating Rate Notes and Index Linked Interest Notes
(i) Interest Payment Dates
Each Floating Rate Note and Index Linked Interest Note bears interest on its
outstanding nominal amount (or, if it is a Partly Paid Note, the amount paid
up) from (and including) the Interest Commencement Date specified in the
applicable Pricing Supplement (or the Issue Date, if no Interest Commencement
Date is separately specified) and, unless specified otherwise in the applicable
Pricing Supplement, such interest will be payable in arrears on the Maturity
Date and on either:
(A)the Specified Interest Payment Date(s) (each, together with the Maturity
Date, an "Interest Payment Date") in each year specified in the applicable
Pricing Supplement; or
(B)if no Specified Interest Payment Date(s) is/are specified in the applicable
Pricing Supplement, each date (each, together with the Maturity Date, an
"Interest Payment Date") which falls the number of months or other period
specified as the Specified Period in the applicable Pricing Supplement after
the preceding Interest Payment Date or, in the case of the first Interest
Payment Date, after the Interest Commencement Date or Issue Date, as
applicable.
Such interest will be payable in respect of each Interest Period (which
expression shall, in these Terms and Conditions, mean the period from (and
including) an Interest Payment Date (or the Interest Commencement Date or Issue
Date, as applicable) to (but excluding) the next (or first) Interest Payment
Date).
If a Business Day Convention is specified in the applicable Pricing Supplement
and (x) if there is no numerically corresponding day in the calendar month in
which an Interest Payment Date should occur or (y) if any Interest Payment Date
would otherwise fall on a day which is not a Business Day (as defined below),
then, if the Business Day Convention specified is:
(1)in any case where Specified Periods are specified in accordance with
Condition 4(b)(i)(B) above, the Floating Rate Convention, such Interest Payment
Date (i) in the case of (x) above, shall be the last day that is a Business Day
in the relevant month and the provisions of (B) below in this subparagraph (1)
shall apply mutatis mutandis or (ii) in the case of (y) above, shall be
postponed to the next day which is a Business Day unless it would thereby fall
into the next calendar month, in which event (A) such Interest Payment Date
shall be brought forward to the immediately preceding Business Day and (B) each
subsequent Interest Payment Date shall be the last Business Day in the month
which falls the Specified Period after the preceding applicable Interest
Payment Date occurred; or
(2)the Following Business Day Convention, such Interest Payment Date shall be
postponed to the next day which is a Business Day; or
(3)the Modified Following Business Day Convention, such Interest Payment Date
shall be postponed to the next day which is a Business Day unless it would
thereby fall into the next calendar month, in which event such Interest Payment
Date shall be brought forward to the immediately preceding Business Day; or
(4)the Preceding Business Day Convention, such Interest Payment Date shall be
brought forward to the immediately preceding Business Day.
If the accrual periods for calculating the amount of interest due on any
Interest Payment Date are not to be changed even though an Interest Payment
Date is changed because the originally scheduled Interest Payment Date falls on
a day which is not a Business Day (as defined below), this will be specified in
the Pricing Supplement by the notation "no adjustment for period end dates."
In these Conditions, "Business Day" means (unless otherwise stated in the
applicable Pricing Supplement) a day which is both:
(A)a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and
foreign currency deposits) in London and any other Applicable Business Center
specified in the applicable Pricing Supplement; and
(B)either (1) in relation to Notes denominated in a Specified Currency other
than euro, a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in the principal financial center of
the country of the relevant Specified Currency (if other than London and any
other Applicable Business Center specified in the applicable Pricing
Supplement), or (2) in relation to Notes denominated in euro, a day on which
the Trans- European Automated Real-Time Gross Settlement Express Transfer
System (the "TARGET system") is open. Unless otherwise provided in the
applicable Pricing Supplement, the principal financial center of any country
for the purpose of these Terms and Conditions shall be as provided in the 2000
ISDA Definitions, (each as published by the International Swaps and Derivatives
Association, Inc.), as amended and updated as of the first Issue Date of the
Notes of this Series (the "ISDA Definitions") (except in the case of New
Zealand and Australia, where the principal financial center will be as
specified in the Pricing Supplement).
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of each Series of
Floating Rate Notes and Index Linked Interest Notes shall be determined in the
manner specified in the applicable Pricing Supplement.
(iii) ISDA Determination
(A)Where ISDA Determination is specified in the applicable Pricing Supplement
as the manner in which the Rate of Interest is to be determined, the Rate of
Interest for each Interest Period will be the relevant ISDA Rate plus or minus
(as indicated in the applicable Pricing Supplement) the Margin (if any) as
determined by the Agent (or such other Calculation Agent specified in the
applicable Pricing Supplement). For the purposes of this sub-paragraph (A),
"ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that
would be determined under an interest rate swap transaction for that swap
transaction governed by an agreement (regardless of any event of default or
termination event thereunder) in the form of the 1992 ISDA Master Agreement
(Multicurrency-Cross Border)(the "ISDA Agreement")(copyright 1992) and
evidenced by a Confirmation (as defined in the ISDA Agreement) incorporating
the ISDA Definitions with the holder of the relevant Note and under which:
(1)the manner in which the Rate of Interest is to be determined is the
"Floating Rate Option" as specified in the applicable Pricing Supplement;
(2)TMCC is the "Floating Rate Payer";
(3)the Agent or other person specified in the applicable Pricing Supplement is
the "Calculation Agent";
(4)the Interest Commencement Date is the "Effective Date";
(5)the aggregate principal amount of the Series is the "Notional Amount";
(6)the relevant Interest Period is the "Designated Maturity" as specified in
the applicable Pricing Supplement;
(7)the Interest Payment Dates are the "Floating Rate Payer Payment Dates";
(8)the Margin is the "Spread";
(9)the relevant Reset Date is either (i) if the applicable Floating Rate Option
is based on the London inter-bank offered rate ("LIBOR") or on the Euro-zone
inter-bank offered rate ("EURIBOR") for a currency, the first day of that
Interest Period or (ii) in any other case, as specified in the applicable
Pricing Supplement; and
(10)all other terms are as specified in the applicable Pricing Supplement.
(B)When Condition 4(b)(iii)(A) applies, with respect to each relevant Interest
Payment Date:
(1)the amount of interest determined for such Interest Payment Date shall be
the Interest Amount for the relevant Interest Period for the purposes of these
Terms and Conditions as though calculated under Condition 4(b)(vi) below; and
(2)(i) "Floating Rate", "Floating Rate Option", "Floating Rate Payer",
"Effective Date", "Notional Amount", "Floating Rate Payer Payment Dates",
"Spread", "Calculation Agent", "Designated Maturity" and "Reset Date" have the
meanings given to those terms in the ISDA Definitions, (ii) the definition of
"Banking Day" in the ISDA Definitions shall be amended to insert after the
words "are open for" in the second line the word "general" and
(iii) "Euro-zone" means the region comprised of Member States of the European
Union that adopt the single currency in accordance with the Treaty establishing
the European Communities, as amended by the Treaty on European Union (the
"Treaty").
(iv) Screen Determination
Where Screen Rate Determination is specified in the applicable Pricing
Supplement as the manner in which the Rate of Interest is to be determined, the
Rate of Interest for each Interest Period will, subject as provided below, be
either:
(x)the offered quotation; or
(y)the arithmetic mean (rounded, if necessary, to the fifth decimal place with
0.000005 being rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum), for the Reference Rate (as
specified in the applicable Pricing Supplement) which appears or appear, as the
case may be, on the Relevant Screen Page (as set forth in the applicable
Pricing Supplement) as at 11:00 a.m. (London time, in the case of LIBOR, or
Brussels time, in the case of EURIBOR) on the Interest Determination Date (as
defined below) in question plus or minus (as specified in the applicable
Pricing Supplement) the Margin (if any), all as determined by the Agent (or
such other Calculation Agent specified in the applicable Pricing Supplement).
Unless specified otherwise in the applicable Pricing Supplement, if five or
more of such offered quotations are available on the Relevant Screen Page, the
highest (or, if there is more than one such highest quotation, one only of such
quotations) and the lowest (or, if there is more than one such lowest
quotation, one only of such quotations) shall be disregarded by the Agent for
the purpose of determining the arithmetic mean (rounded as provided above) of
such offered quotations. In addition:
(A)if, in the case of (x) above, no such rate appears or, in the case of (y)
above, fewer than two of such offered rates appear at such time or if the
offered rate or rates which appears or appear, as the case may be, as at such
time do not apply to a period of a duration equal to the relevant Interest
Period, the Rate of Interest for such Interest Period shall, subject as
provided below and except as otherwise indicated in the applicable Pricing
Supplement, be the arithmetic mean (rounded, if necessary, to the fifth decimal
place with 0.000005 being rounded upwards) of the offered quotations (expressed
as a percentage rate per annum), of which the Agent (or such other Calculation
Agent specified in the applicable Pricing Supplement) is advised by all
Reference Banks (as defined below) as at 11:00 a.m. (London time) on the
Interest Determination Date plus or minus (as specified in the applicable
Pricing Supplement) the Margin (if any), all as determined by the Agent (or
such other Calculation Agent specified in the applicable Pricing Supplement);
(B)except as otherwise indicated in the applicable Pricing Supplement, if on
any Interest Determination Date to which Condition 4(b)(iv)(A) applies two or
three only of the Reference Banks advise the Agent (or such other Calculation
Agent specified in the applicable Pricing Supplement) of such offered
quotations, the Rate of Interest for the next Interest Period shall, subject as
provided below, be determined as in Condition 4(b)(iv)(A) on the basis of the
rates of those Reference Banks advising such offered quotations;
(C)except as otherwise indicated in the applicable Pricing Supplement, if on
any Interest Determination Date to which Condition 4(b)(iv)(A) applies one only
or none of the Reference Banks advises the Agent (or such other Calculation
Agent specified in the applicable Pricing Supplement) of such rates, the Rate
of Interest for the next Interest Period shall, subject as provided below and
except as otherwise indicated in the applicable Pricing Supplement, be
whichever is the higher of:
(1)the Rate of Interest in effect for the last preceding Interest Period to
which Condition 4(b)(iv)(A) shall have applied (plus or minus (as specified in
the applicable Pricing Supplement), where a different Margin is to be applied
to the next Interest Period than that which applied to the last preceding
Interest Period, the Margin relating to the next Interest Period in place of
the Margin relating to the last preceding Interest Period); or
(2)the reserve interest rate (the "Reserve Interest Rate") which shall be the
rate per annum which the Agent (or such other Calculation Agent specified in
the applicable Pricing Supplement) determines to be either (x) the arithmetic
mean (rounded, if necessary, to the fifth decimal place with 0.000005 being
rounded upwards) of the lending rates for the Specified Currency which banks
selected by the Agent (or such other Calculation Agent specified in the
applicable Pricing Supplement) in the principal financial center of the country
of the Specified Currency (which, if Australian dollars, shall be Sydney, if
New Zealand dollars, shall be Auckland and if euro, shall be London, unless
specified otherwise in the applicable Pricing Supplement) are quoting on the
relevant Interest Determination Date for the next Interest Period to the
Reference Banks or those of them (being at least two in number) to which such
quotations are, in the opinion of the Agent (or such other Calculation Agent
specified in the applicable Pricing Supplement), being so made plus or minus
(as specified in the applicable Pricing Supplement) the Margin (if any), or (y)
in the event that the Agent (or such other Calculation Agent specified in the
applicable Pricing Supplement) can determine no such arithmetic mean, the
lowest lending rate for the Specified Currency which banks selected by the
Agent (or such other Calculation Agent specified in the applicable Pricing
Supplement) in the principal financial center of the country of the Specified
Currency (which, if Australian dollars, shall be Sydney, if New Zealand
dollars, shall be Auckland and if euro, shall be London, unless specified
otherwise in the applicable Pricing Supplement) are quoting on such Interest
Determination Date to leading European banks for the next Interest Period plus
or minus (as specified in the applicable Pricing Supplement) the Margin (if
any), provided that if the banks selected as aforesaid by the Agent (or such
other Calculation Agent specified in the applicable Pricing Supplement) are not
quoting as mentioned above, the Rate of Interest shall be the Rate of Interest
specified in (1) above;
(D)the expression "Reference Screen Page" means such page, whatever its
designation, on which the Reference Rate that is for the time being displayed
on the Reuters Monitor Money Rates Service or Dow Jones Markets Limited or
other such service, as specified in the applicable Pricing Supplement;
(E)unless otherwise specified in the applicable Pricing Supplement, the
Reference Banks will be the principal London offices of The Chase Manhattan
Bank, National Westminster Bank PLC, UBS AG and The Bank of Tokyo-Mitsubishi
International PLC. TMCC shall procure that, so long as any Floating Rate Note
or Index Linked Interest Note to which Condition 4(b)(iv)(A) is applicable
remains outstanding, in the case of any bank being unable or unwilling to
continue to act as a Reference Bank, TMCC shall specify the London office of
some other leading bank engaged in the eurodollar market to act as such in its
place;
(F)the expression "Interest Determination Date" means, unless otherwise
specified in the applicable Pricing Supplement, (x) other than in the case of
Condition 4(b)(iv)(A), with respect to Notes denominated in any Specified
Currency other than Sterling or euro, the second Banking Day in London prior to
the commencement of the relevant Interest Period and, in the case of Condition
4(b)(iv)(A), the second Banking Day in the principal financial center of the
country of the Specified Currency (which, if Australian dollars, shall be
Sydney, if New Zealand dollars, shall be Auckland and if euro, shall be London)
prior to the commencement of the relevant Interest Period; (y) with respect to
Notes denominated in Sterling, the first Banking Day in London of the relevant
Interest Period; and (z) with respect to Notes denominated in euro, the second
day on which the TARGET system is open prior to the commencement of the
relevant Interest Period.
(G)the expression "Banking Day" means, in respect of any place, any day on
which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in that place or, as the case
may be, as indicated in the applicable Pricing Supplement; and
(H)if the Reference Rate from time to time in respect of Floating Rate Notes or
Index Linked Interest Notes is specified in the applicable Pricing Supplement
as being other than LIBOR or EURIBOR, any additional provisions relevant in
determining the Rate of Interest in respect of such Notes will be set forth in
the applicable Pricing Supplement.
(v) Minimum and/or maximum Rate of Interest
If the applicable Pricing Supplement specifies a Minimum Rate of Interest for
any Interest Period, then in no event shall the Rate of Interest for such
Interest Period be less than such Minimum Rate of Interest. If the applicable
Pricing Supplement specifies a Maximum Rate of Interest for any Interest
Period, then in no event shall the Rate of Interest for such Interest Period be
greater than such Maximum Rate of Interest.
(vi) Determination of Rate of Interest and calculation of Interest Amount
The Agent (or, if the Agent is not the Calculation Agent, the Calculation Agent
specified in the applicable Pricing Supplement) will, at or as soon as
practicable after each time at which the Rate of Interest is to be determined,
determine the Rate of Interest (subject to any Minimum or Maximum Rate of
Interest specified in the applicable Pricing Supplement) and calculate the
amount of interest (the "Interest Amount") payable on the Floating Rate Notes
or Index Linked Interest Notes in respect of each Specified Denomination for
the relevant Interest Period. Each Interest Amount shall be calculated by
applying the Rate of Interest to each Specified Denomination, multiplying such
product by the applicable Day Count Fraction, as specified in the applicable
Pricing Supplement, and rounding the resultant figure to the nearest sub-unit
of the relevant Specified Currency, half of any sub-unit being rounded upwards
or otherwise in accordance with applicable market convention or as specified in
the applicable Pricing Supplement.
"Day Count Fraction" means, in respect of the calculation of an amount of
interest for any Interest Period:
(i)if "Actual/365" or "Actual/Actual" is specified in the applicable Pricing
Supplement, the actual number of days in the Interest Period divided by 365
(or, if any portion of that Interest Period falls in a leap year, the sum of
(A) the actual number of days in that portion of the Interest Period falling in
a leap year divided by 366 and (B) the actual number of days in that portion of
the Interest Period falling in a non-leap year divided by 365);
(ii)if "Actual/365 (Fixed)" is specified in the applicable Pricing Supplement,
the actual number of days in the Interest Period divided by 365;
(iii)if "Actual/360" is specified in the applicable Pricing Supplement, the
actual number of days in the Interest Period divided by 360;
(iv)if "30/360", "360/360" or "Bond Basis" is specified in the applicable
Pricing Supplement, the number of days in the Interest Period divided by 360
(the number of days to be calculated on the basis of a year of 360 days with 12
30-day months (unless (a) the last day in the Interest Period is the 31st day
of a month but the first day of the Interest Period is a day other than the
30th or 31st day of a month, in which case the month that includes that last
day shall not be considered to be shortened to a 30-day month, or (b) the last
day of the Interest Period is the last day of the month of February, in which
case the month of February shall not be considered to be lengthened to a 30-day
month);
(v)if "30E/360" or "Eurobond Basis" is specified in the applicable Pricing
Supplement, the number of days in the Interest Period divided by 360 (the
number of days to be calculated on the basis of a year of 360 days with 12
30-day months, without regard to the date of the first day or last day of the
Interest Period unless, in the case of an Interest Period ending on the
Maturity Date, the Maturity Date is the last day of the month of February, in
which case the month of February shall not be considered to be lengthened to a
30-day month); and
(vi)if "Sterling/FRN" is specified in the applicable Pricing Supplement, the
number of days in the Interest Period divided by 365 or, in the case of an
Interest Payment Date falling in a leap year, 366.
(vii) Notification of Rate of Interest and Interest Amount
The Agent will notify or cause to be notified TMCC and any stock exchange on
which the relevant Floating Rate Notes or Index Linked Interest Notes are
listed of the Rate of Interest and each Interest Amount for each Interest
Period and the relevant Interest Payment Date and will cause the same to be
published in accordance with Condition 16 as soon as possible after their
determination but in no event later than the fourth London Business Day after
their determination. Each Interest Amount and Interest Payment Date so notified
may subsequently be amended (or appropriate alternative arrangements made by
way of adjustment) without publication as aforesaid or prior notice in the
event of an extension or shortening of the Interest Period in accordance with
the provisions hereof. Each stock exchange on which the relevant Floating Rate
Notes or Index Linked Interest Notes are for the time being listed will be
promptly notified of any such amendment. For the purposes of this subparagraph
(vii), the expression "London Business Day" means a day (other than a Saturday
or a Sunday) on which banks and foreign exchange markets are open for general
business in London.
(viii) Certificates to be final
All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
the provisions of this paragraph (b), whether by the Agent or other Calculation
Agent, shall (in the absence of willful default, bad faith or manifest error)
be binding on TMCC, the Agent, the Calculation Agent the other Paying Agents
and all Noteholders, Receiptholders and Couponholders and (in the absence as
aforesaid) no liability to TMCC, the Noteholders, the Receiptholders or the
Couponholders shall attach to the Agent or the Calculation Agent in connection
with the exercise or non-exercise by it of its powers, duties and discretions
pursuant to such provisions.
(ix) Limitations on Interest
In addition to any Maximum Rate of Interest which may be applicable to any
Floating Rate Note or Index Linked Interest Notes pursuant to Condition
4(b)(v) above, the interest rate on Floating Rate Notes or Index Linked
Interest Notes shall in no event be higher than the maximum rate permitted by
New York law, as the same may be modified by United States law of general
application.
(c) Index Linked Notes and Dual Currency Notes
In the case of Index Linked Notes or Dual Currency Notes, if the Rate of
Interest or Interest Amount cannot be determined by reference to an index
and/or a formula or, as the case may be, an exchange rate, such Rate of
Interest or Interest Amount payable shall be determined in the manner specified
in the applicable Pricing Supplement.
(d) Zero Coupon Notes
When a Zero Coupon Note becomes due and repayable prior to the Maturity Date
and is not paid when due, the amount due and repayable shall be the Amortized
Face Amount of such Note as determined in accordance with Condition 5(f)(iii).
As from the Maturity Date, any overdue principal of such Note shall bear
interest at a rate per annum equal to the Accrual Yield set forth in the
applicable Pricing Supplement.
(e) Partly Paid Notes
In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero
Coupon Notes), interest will accrue as aforesaid on the paid up nominal amount
of such Notes and otherwise as specified in the applicable Pricing Supplement.
(f) Accrual of Interest
Each Note (or in the case of the redemption in part only of a Note, such part
to be redeemed) will cease to bear interest (if any) from the due date for its
redemption unless, upon due presentation thereof, payment of principal is
improperly withheld or refused. In such event, interest will continue to accrue
(as well after as before judgment) until whichever is the earlier of (i) the
day on which all sums due in respect of such Note up to that day are received
by or on behalf of the holder of such Note; and (ii) the day on which the Agent
has notified the holder thereof (either in accordance with Condition 16 or
individually) of receipt of all sums due in respect thereof up to that date.
5. Redemption and Purchase
(a) At Maturity
Unless otherwise indicated in the applicable Pricing Supplement and unless
previously redeemed or purchased and cancelled as specified below, Notes will
be redeemed by TMCC at their Final Redemption Amount specified in, or
determined in the manner specified in, the applicable Pricing Supplement in the
relevant Specified Currency on the Maturity Date specified in the applicable
Pricing Supplement.
(b) Redemption for Tax Reasons
TMCC may redeem the Notes of this Series as a whole but not in part at any time
at their Early Redemption Amount, together, if appropriate, with accrued
interest to but excluding the date fixed for redemption, if TMCC shall
determine that as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States of America
or of any political subdivision or taxing authority thereof or therein
affecting taxation, or any change in application or official interpretation of
such laws, regulations or rulings, which amendment or change is effective on or
after the latest Issue Date of the Notes of this Series, TMCC would be required
to pay Additional Amounts, as provided in Condition 9, on the occasion of the
next payment due in respect of the Notes of this Series.
The Notes of this Series are also subject to redemption as a whole but not in
part in the other circumstances described in Condition 9.
Notice of intention to redeem Notes will be given at least once in accordance
with Condition 16 not less than 30 days nor more than 60 days prior to the date
fixed for redemption, provided that no such notice of redemption shall be given
earlier than 90 days prior to the effective date of such change or amendment
and that at the time notice of such redemption is given, such obligation to pay
such Additional Amounts remains in effect. From and after any redemption date,
if monies for the redemption of Notes shall have been made available for
redemption on such redemption date, such Notes shall cease to bear interest, if
applicable, and the only right of the holders of such Notes and any Receipts or
Coupons appertaining thereto shall be to receive payment of the Early
Redemption Amount and, if appropriate, all unpaid interest accrued to such
redemption date.
(c) Pricing Supplement
The Pricing Supplement applicable to the Notes of this Series shall indicate
either:
(i)that the Notes of this Series cannot be redeemed prior to their Maturity
Date (except as otherwise provided in paragraph (b) above and in Condition 13);
or
(ii)that such Notes will be redeemable at the option of TMCC and/or the holders
of the Notes prior to such Maturity Date in accordance with the provisions of
paragraphs (d) and/or (e) below on the date or dates and at the amount or
amounts indicated in the applicable Pricing Supplement.
(d) Redemption at the Option of TMCC
If so specified in the applicable Pricing Supplement, TMCC may, having given:
(i)not more than 60 nor less than 30 days notice to the holders of the Notes of
this Series in accordance with Condition 16, or such other notice as is
specified in the applicable Pricing Supplement; and
(ii)not less than 5 days before the date the notice referred to in (i) is
required to be given (or such other notice as is specified in the applicable
Pricing Supplement), notice to the Agent;
(which notice shall be irrevocable), repay all or some only of the Notes of
this Series then outstanding on the Optional Redemption Date(s) and at the
Optional Redemption Amount(s) indicated in the applicable Pricing Supplement
together, if appropriate, with accrued interest. In the event of a redemption
of some only of such Notes of this Series, such redemption must be for an
amount being the Minimum Redemption Amount or a Higher Redemption Amount, as
indicated in the applicable Pricing Supplement. In the case of a partial
redemption of definitive Notes of this Series, the Notes of this Series to be
repaid will be selected individually by lot not more than 60 days prior to the
date fixed for redemption and a list of the Notes of this Series called for
redemption will be published in accordance with Condition 16 not less than 30
days prior to such date, or such other period as is specified in the applicable
Pricing Supplement. In the case of a partial redemption of Notes which are
represented by a global Note, the relevant Notes will be redeemed in accordance
with the rules of Euroclear and/or Clearstream, Luxembourg. Unless specified
otherwise in the applicable Pricing Supplement, if an Optional Redemption Date
would otherwise fall on a day which is not a Business Day (as defined in
Condition 4(b)(i)), it shall be subject to adjustment in accordance with the
Business Day Convention applicable to the Notes or such other Business Day
Convention specified in the applicable Pricing Supplement.
(e) Redemption at the Option of the Noteholders
Unless otherwise specified in the applicable Pricing Supplement, the Notes will
not be subject to repayment at the option of the Noteholders. The term of any
such option shall be set forth in the applicable Pricing Supplement.
(f) Early Redemption Amounts
For the purposes of paragraph (b) above and Condition 13, Notes will be
redeemed at an amount (the "Early Redemption Amount") calculated as follows:
(i)in the case of Notes with a Final Redemption Amount equal to the Issue
Price, at the Final Redemption Amount thereof; or
(ii)in the case of Notes (other than Zero Coupon Notes) with a Final Redemption
Amount which is or may be greater or less than the Issue Price or which is
payable in a Specified Currency other than that in which the Notes are
denominated, at the amount set out in, or determined in the manner set out in,
the applicable Pricing Supplement or, if no such amount or manner is set out in
the applicable Pricing Supplement, at their nominal amount; or
(iii)in the case of Zero Coupon Notes, at an amount (the "Amortized Face
Amount") equal to:
(A)the sum of (x) the Reference Price specified in the applicable Pricing
Supplement and (y) the product of the Accrual Yield specified in the applicable
Pricing Supplement (compounded annually) being applied to the Reference Price
from (and including) the Issue Date of the first Tranche of the Notes to (but
excluding) the date fixed for redemption or (as the case may be) the date upon
which such Note becomes due and repayable; or
(B)if the amount payable in respect of any Zero Coupon Note upon redemption of
such Zero Coupon Note pursuant to paragraph (b) above or upon its becoming due
and repayable as provided in Condition 13 is not paid or available for payment
when due, the amount due and repayable in respect of such Zero Coupon Note
shall be the Amortized Face Amount of such Zero Coupon Note calculated as
provided above as though the references in sub-paragraph (A) to the date fixed
for redemption or the date upon which the Zero Coupon Note becomes due and
repayable were replaced by references to the date (the "Reference Date") which
is the earlier of:
(1)the date on which all amounts due in respect of the Note have been paid; and
(2)the date on which the full amount of the moneys repayable has been received
by the Agent and notice to that effect has been given in accordance with
Condition 16.
The calculation of the Amortized Face Amount in accordance with this
sub-paragraph (B) will continue to be made, after as well as before judgment,
until the Reference Date unless the Reference Date falls on or after the
Maturity Date, in which case the amount due and repayable shall be the nominal
amount of such Note together with interest at a rate per annum equal to the
Accrual Yield.
Unless specified otherwise in the applicable Pricing Supplement, where any such
calculation is to be made for a period which is not a whole number of years, it
shall be made (I) in the case of a Zero Coupon Note other than a Zero Coupon
Note payable in euro, on the basis of a 360-day year consisting of 12 months of
30 days each (or 365/366 days in the case of Notes denominated in Sterling)
and, in the case of an incomplete month, the number of days elapsed or (II) in
the case of a Zero Coupon Note payable in euro, on the basis of the actual
number of days elapsed divided by 365 (or, if any of the days elapsed falls in
a leap year, the sum of (x) the number of those days falling in a leap year
divided by 366 and (y) the number of those days falling in a non-leap year
divided by 365) or (in either case) on such other calculation basis as may be
specified in the applicable Pricing Supplement.
(g) Installments
Any Note which is repayable in installments will be redeemed in the Installment
Amounts and on the Installment Dates specified in the applicable Pricing
Supplement.
(h) Partly Paid Notes
If the Notes are Partly Paid Notes, they will be redeemed, whether at maturity,
early redemption or otherwise in accordance with the provisions of this
Condition 5 as amended or varied by the applicable Pricing Supplement.
(i) Purchases
TMCC may at any time purchase or otherwise acquire Notes in the open market or
otherwise at any price. If purchases are made by tender, tenders must be
available to all holders of Notes of a Series alike.
(j) Cancellation, Resale or Reissuance at the Option of TMCC
All Notes redeemed shall be, and all Notes purchased or otherwise acquired as
aforesaid (together, in the case of definitive Notes, with all unmatured
Coupons or Receipts attached thereto or purchased or acquired therewith) may,
at the option of TMCC, either be (i) resold or reissued, or held by TMCC for
subsequent resale or reissuance, or (ii) cancelled, in which event such Notes,
Receipts and Coupons may not be resold or reissued.
6. Payments
(a) Method of Payment
Subject as provided below, payments in a currency other than euro will be made
by transfer to an account in the Specified Currency (which, in the case of a
payment in Yen to a non-resident of Japan, shall be a non-resident account)
maintained by the payee with, or by a check in the Specified Currency drawn on,
a bank (which, in the case of a payment in Yen to a non-resident of Japan,
shall be an authorized foreign exchange bank) in the principal financial center
of the country of such Specified Currency (which, if Australian dollars, shall
be Sydney and if New Zealand dollars, shall be Auckland).
Payments in euro will be made by credit or transfer to a euro account (or any
other account to which euro may be credited or transferred) specified by the
payee or by euro check.
Notwithstanding the above provisions of this Condition 6(a), a check may not be
delivered to an address in, and an amount may not be transferred to an account
at a bank located in, the United States of America or its possessions by any
office or agency of TMCC, the Agent or any Paying Agent, except as provided in
Condition 6(b). Payments will be subject in all cases to any fiscal or other
laws and regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 9.
(b) Presentation of Notes, Receipts, Coupons and Talons
Payments of principal in respect of definitive Notes will (subject as provided
below) be made in the Specified Currency in the manner provided in paragraph
(a) against presentation and surrender (or, in the case of part payment of a
sum due only, endorsement) of definitive Notes and payments of interest in
respect of the definitive Notes will (subject as provided below) be made in the
Specified Currency in the manner provided in paragraph (a) against presentation
and surrender (or, in the case of part payment of a sum due only, endorsement)
of Coupons, in each case at the specified office of any Paying Agent outside
the United States of America and its possessions.
In the case of definitive Notes, payments of principal with respect to
installments (if any), other than the final installment, will (subject as
provided below) be made in the manner provided in paragraph (a) against
presentation and surrender (or, in the case of part payment of a sum due only,
endorsement) of the relevant Receipt. Each Receipt must be presented for
payment of the relevant installment together with the relevant definitive Note
against which the amount will be payable with respect to that installment. If
any definitive Note is redeemed or becomes repayable prior to the stated
Maturity Date, principal will be payable in the manner provided in paragraph
(a) on presentation and surrender of such definitive Note together with all
unmatured Receipts appertaining thereto. Receipts presented without the
definitive Note to which they appertain and unmatured Receipts do not
constitute valid obligations of TMCC. Upon the date on which any definitive
Note becomes due and repayable, unmatured Receipts (if any) appertaining
thereto (whether or not attached) shall become void and no payment shall be
made in respect thereof.
Upon the date on which any Fixed Rate Notes in definitive form (other than Dual
Currency Notes or Index Linked Notes) become due and repayable, such Notes
should be presented for payment together with all unmatured Coupons
appertaining thereto (which expression shall for this purpose include Coupons
to be issued on exchange of matured Talons) failing which the amount of any
missing unmatured Coupon (or, in the case of payment not being made in full,
the same proportion of the aggregate amount of such missing unmatured Coupon as
the sum so paid bears to the sum due) will be deducted from the sum due for
payment. Unless otherwise specified in the applicable Pricing Supplement, each
amount of principal so deducted will be paid in the manner mentioned above
against surrender of the related missing Coupon at any time before the expiry
of five years after the Relevant Date (as defined in Condition 15) in respect
of such principal (whether or not such Coupon would otherwise have become void
under Condition 15). Upon any Fixed Rate Note becoming due and repayable prior
to its Maturity Date, all unmatured Talons (if any) appertaining thereto will
become void and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note, Dual Currency Note or Index
Linked Note in definitive form becomes due and repayable, all unmatured Coupons
and Talons (if any) relating thereto (whether or not attached) shall become
void and no payment or, as the case may be, exchange for further Coupons, shall
be made in respect thereof.
If the due date for redemption of any Note in definitive form is not an
Interest Payment Date, interest (if any) accrued with respect to such Note from
and including the preceding Interest Payment Date or, as the case may be, the
Interest Commencement Date or Issue Date (as applicable) shall be payable only
against surrender of the relevant definitive Note.
Payments of principal and interest (if any) in respect of Notes of this Series
represented by any global Note will (subject as provided below) be made in the
manner specified above and otherwise in the manner specified in the relevant
global Note against presentation or surrender, as the case may be, of such
global Note at the specified office of any Paying Agent located outside the
United States except as provided below. A record of each payment made against
presentation or surrender of such global Note, distinguishing between any
payment of principal and any payment of interest, will be made on such global
Note by the Agent and such record shall be prima facie evidence that the
payment in question has been made.
The holder of the relevant global Note shall be the only person entitled to
receive payments in respect of Notes represented by such global Note and TMCC
will be discharged by payment to, or to the order of, the holder of such global
Note with respect to each amount so paid. Each of the persons shown in the
records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a
particular nominal amount of Notes must look solely to Euroclear and/or
Clearstream, Luxembourg, as the case may be, for his share of each payment so
made by TMCC to, or to the order of, the holder of the relevant global Note. No
person other than the holder of the relevant global Note shall have any claim
against TMCC in respect of payments due on that global Note.
Notwithstanding the foregoing, payments in respect of the Notes denominated in
U.S. dollars will only be made at the specified office of a Paying Agent in the
United States (which expression, as used herein, means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction) if:
(i)TMCC has appointed Paying Agents with specified offices outside the United
States with the reasonable expectation that such Paying Agents would be able to
make payment at such specified offices outside the United States of the full
amount owing in respect of the Notes in the manner provided above when due;
(ii)payment of the full amount owing in respect of the Notes at such specified
offices outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions; and
(iii)such payment is then permitted under United States law without involving,
in the opinion of TMCC, adverse tax consequences to TMCC.
(c) Payment Business Day
Unless specified otherwise in the applicable Pricing Supplement, if the date
for payment of any amount in respect of any Note, Receipt or Coupon is not a
Payment Business Day in a place of presentation, the holder thereof shall not
be entitled to payment until the next following Payment Business Day in the
relevant place and shall not be entitled to further interest or other payment
in respect of such delay. For these purposes, unless otherwise specified in the
applicable Pricing Supplement, "Payment Business Day" means any day which is:
(i)a day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealing in foreign exchange and
foreign currency deposits) in:
(A)the relevant place of presentation;
(B)London; and
(C)any other Applicable Business Center specified in the applicable Pricing
Supplement; and
(ii)either (A) in relation to any sum payable in a Specified Currency other
than euro, a day on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in the principal financial center of
the country of the relevant Specified Currency (if other than the place of
presentation, London and any other Applicable Business Center and which if the
Specified Currency is Australian dollars or New Zealand dollars shall be Sydney
or Auckland, respectively, unless specified otherwise in the applicable Pricing
Supplement) or (B) in relation to any sum payable in euro, a day on which the
TARGET system is open.
(d) Interpretation of Principal and Interest
Any reference in these Terms and Conditions to principal in respect of the
Notes shall be deemed to include, as applicable:
(i)any Additional Amounts which may be payable under Condition 9 in respect of
principal;
(ii)the Final Redemption Amount of the Notes;
(iii)the Early Redemption Amount of the Notes;
(iv)in relation to Notes redeemable in installments, the Installment Amounts;
(v)any premium and any other amounts which may be payable under or in respect
of the Notes;
(vi)in relation to Zero Coupon Notes, the Amortized Face Amount; and
(vii)the Optional Redemption Amount(s) (if any) of the Notes.
Any reference in these Terms and Conditions to interest in respect of the Notes
shall be deemed to include, as applicable, any Additional Amounts which may be
payable under Condition 9, except as provided in clause (i) above.
7. Agent and Paying Agents
The names of the initial Agent and the other initial Paying Agent and their
initial specified offices are set out on the inside back cover page of the
Offering Circular. In acting under the Agency Agreement, the Agent and the
Paying Agents will act solely as agents of TMCC and do not assume any
obligations or relationships of agency or trust to or with the Noteholders,
Receiptholders or Couponholders, except that (without affecting the obligations
of TMCC to the Noteholders, Receiptholders and Couponholders to repay Notes and
pay interest thereon) funds received by the Agent for the payment of the
principal of or interest on the Notes shall be held in trust by it for the
Noteholders and/or Receiptholders and/or Couponholders until the expiration of
the relevant period of prescription under Condition 15. TMCC agrees to perform
and observe the obligations imposed upon it under the Agency Agreement and to
use its best efforts to cause the Agent and the Paying Agents to perform and
observe the obligations imposed upon them under the Agency Agreement. The
Agency Agreement contains provisions for the indemnification of the Agent and
the Paying Agents and for relief from responsibility in certain circumstances,
and entitles any of them to enter into business transactions with TMCC without
being liable to account to the Noteholders, Receiptholders or the Couponholders
for any resulting profit.
TMCC is entitled to vary or terminate the appointment of any Paying Agent or
any other Paying Agent appointed under the terms of the Agency Agreement and/or
appoint additional or other Paying Agents and/or approve any change in the
specified office through which any Paying Agent acts, provided that:
(i)so long as the Notes of this Series are listed on any stock exchange, there
will at all times be a Paying Agent with a specified office in each location
required by the rules and regulations of the relevant stock exchange or listing
authority;
(ii)there will at all times be a Paying Agent with a specified office in a city
approved by the Agent in continental Europe;
(iii)there will at all times be an Agent; and
(iv)if any tax, assessment or other governmental charge required to be withheld
or deducted by any Paying Agent from any payment of principal or interest in
respect of any Note, Receipt or Coupon, where such withholding or deduction is
imposed on a payment to an individual and is required to be made pursuant to
any European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of 26th-27th November 2000, the
proposal presented by the Commission of the European Communities on July 18,
2001 for a Council Directive to ensure effective taxation of savings income in
the form of interest payments within the Community, or any law implementing or
complying with, or introduced to conform to, such Directive or law, TMCC will
ensure that it maintains a Paying Agent in a Member State of the European Union
that will not be obliged to withhold or deduct tax pursuant to any such
Directive or law.
In addition, with respect to Notes denominated in U.S. dollars, TMCC shall
forthwith appoint a Paying Agent having a specified office in New York City in
the circumstances described in the final paragraph of Condition 6(b). Any
variation, termination, appointment or change shall only take effect (other
than in the case of insolvency, when it shall be of immediate effect) after not
less than 30 nor more than 45 days prior notice thereof shall have been given
to the Agent and the Noteholders in accordance with Condition 16.
8. Exchange of Talons
On and after the Interest Payment Date on which the final Coupon comprised in
any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet
may be surrendered at the specified office of the Agent or any other Paying
Agent in exchange for a further Coupon sheet including (if such further Coupon
sheet does not include Coupons to, and including, the final date for the
payment of interest due in respect of the Note to which it appertains) a
further Talon, subject to the provisions of Condition 15. Each Talon shall, for
the purposes of these Terms and Conditions, be deemed to mature on the Interest
Payment Date on which the final Coupon comprised in the relative Coupon sheet
matures.
9. Payment of Additional Amounts
TMCC will, subject to certain limitations and exceptions (set forth below), pay
to a Noteholder, Receiptholder or Couponholder who is a United States Alien (as
defined below) such amounts ("Additional Amounts") as may be necessary so that
every net payment of principal or interest in respect of the Notes, Receipts or
Coupons, after deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed upon such
Noteholder, Receiptholder or Couponholder, or by reason of the making of such
payment, by the United States or any political subdivision or taxing authority
thereof or therein, will not be less than the amount provided for in the Notes,
Receipts or Coupons. However, TMCC shall not be required to make any payment of
Additional Amounts for or on account of:
(a)any tax, assessment or other governmental charge which would not have been
imposed but for (i) the existence of any present or former connection between
such Noteholder, Receiptholder or Couponholder (or between a fiduciary,
settlor, beneficiary, member or shareholder of, or possessor of a power over,
such Noteholder, Receiptholder or Couponholder, if such Noteholder,
Receiptholder or Couponholder is an estate, trust, partnership or corporation)
and the United States, including, without limitation, such Noteholder,
Receiptholder or Couponholder (or such fiduciary, settlor, beneficiary, member,
shareholder or possessor) being or having been a citizen or resident thereof or
being or having been present or engaged in trade or business therein or having
or having had a permanent establishment therein, or (ii) such Noteholder's,
Receiptholder's or Couponholder's past or present status as a personal holding
company, foreign personal holding company or controlled foreign corporation or
a private foundation (as those terms are defined for United States tax
purposes) or as a corporation which accumulates earnings to avoid United States
federal income tax;
(b)any estate, inheritance, gift, sales, transfer, personal property or similar
tax, assessment or other governmental charge;
(c)any tax, assessment or other governmental charge that would not have been so
imposed but for the presentation of a Note, Receipt or Coupon for payment on a
date more than 15 days after the date on which such payment became due and
payable or the date on which payment thereof is duly provided for, whichever
occurs later;
(d)any tax, assessment or other governmental charge which is payable otherwise
than by withholding from payments of principal or interest in respect of the
Notes, Receipts or Coupons;
(e)any tax, assessment or other governmental charge imposed on interest
received by (i) a 10% shareholder of TMCC within the meaning of Internal
Revenue Code Section 871(h)(3)(b) or Section 881(c)(3)(b) or (ii) a bank
extending credit pursuant to a loan agreement entered into in the ordinary
course of its trade or business;
(f)any tax, assessment or other governmental charge required to be withheld or
deducted by any Paying Agent from any payment of principal or interest in
respect of any Note, Receipt or Coupon, if such payment can be made without
such withholding or deduction by any other Paying Agent with respect to the
Notes in a Western European city;
(g)any tax, assessment or other governmental charge which would not have been
imposed but for the failure to comply with certification, information,
documentation, or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Noteholder,
Receiptholder or Couponholder or of the beneficial owner of such Note, Receipt
or Coupon, if such compliance is required by statute or by regulation of the
United States Treasury Department as a precondition to relief or exemption from
such tax, assessment or other governmental charge; or
(h)any tax, assessment or other governmental charge required to be withheld or
deducted by any Paying Agent from any payment of principal or interest in
respect of any Note, Receipt or Coupon, where such withholding or deduction is
imposed on a payment to an individual and is required to be made pursuant to
any European Union Directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of 26th - 27th November 2000, the
proposal presented by the Commission of the European Communities on July 18,
2001 for a Council Directive to ensure effective taxation of savings income in
the form of interest payments within the Community, or any law implementing or
complying with, or introduced to conform to, such Directive or law; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h);
nor shall Additional Amounts be paid to any Noteholder, Receiptholder or
Couponholder who is a fiduciary or partnership or other than the sole
beneficial owner of the Note, Receipt or Coupon to the extent a beneficiary or
settlor with respect to such fiduciary or a member of such partnership or a
beneficial owner of the Note, Receipt or Coupon would not have been entitled to
payment of the Additional Amounts had such beneficiary, settlor, member or
beneficial owner been the holder of the Note, Receipt or Coupon.
The term "United States Alien" means any corporation, individual, fiduciary or
partnership that for United States federal income tax purposes is a foreign
corporation, nonresident alien individual, nonresident alien fiduciary of a
foreign estate or trust, or foreign partnership one or more members of which is
a foreign corporation, nonresident alien individual or nonresident alien
fiduciary of a foreign estate or trust.
If TMCC shall determine that any payment made outside the United States by TMCC
or any of its Paying Agents of the full amount of the next scheduled payment of
either principal or interest due in respect of any Note, Receipt or Coupon of
this Series would, under any present or future laws or regulations of the
United States affecting taxation or otherwise, be subject to any certification,
information or other reporting requirements of any kind, the effect of which
requirements is the disclosure to TMCC, any of its Paying Agents or any
governmental authority of the nationality, residence or identity (as
distinguished from status as a United States Alien) of a beneficial owner of
such Note, Receipt or Coupon who is a United States Alien (other than such
requirements which (i) would not be applicable to a payment made to a
custodian, nominee or other agent of the beneficial owner, or which can be
satisfied by such a custodian, nominee or other agent certifying to the effect
that such beneficial owner is a United States Alien; provided, however, in each
case that payment by such custodian, nominee or agent to such beneficial owner
is not otherwise subject to any requirements referred to in this sentence,
(ii) are applicable only to payment by a custodian, nominee or other agent of
the beneficial owner to or on behalf of such beneficial owner, or (iii) would
not be applicable to a payment made by any other paying agent of TMCC), TMCC
shall redeem the Notes of this Series as a whole but not in part at a
redemption price equal to the Early Redemption Amount together, if appropriate,
with accrued interest to, but excluding, the date fixed for redemption, such
redemption to take place on such date not later than one year after the
publication of notice of such determination. If TMCC becomes aware of an event
that might give rise to such certification, information or other reporting
requirements, TMCC shall, as soon as practicable, solicit advice of independent
counsel selected by TMCC to establish whether such certification, information
or other reporting requirements will apply and, if such requirements will
apply, TMCC shall give prompt notice of such determination (a "Tax Notice") in
accordance with Condition 16 stating in such notice the effective date of such
certification, information or other reporting requirements and, if applicable,
the date by which the redemption shall take place. Notwithstanding the
foregoing, TMCC shall not redeem Notes if TMCC shall subsequently determine not
less than 30 days prior to the date fixed for redemption that subsequent
payments would not be subject to any such requirements, in which case TMCC
shall give prompt notice of such determination in accordance with Condition 16
and any earlier redemption notice shall thereby be revoked and of no further
effect.
Notwithstanding the foregoing, if and so long as the certification, information
or other reporting requirements referred to in the preceding paragraph would be
fully satisfied by payment of a backup withholding tax or similar charge, TMCC
may elect prior to publication of the Tax Notice to have the provisions
described in this paragraph apply in lieu of the provisions described in the
preceding paragraph, in which case the Tax Notice shall state the effective
date of such certification, information or reporting requirements and that TMCC
has elected to pay Additional Amounts rather than redeem the Notes. In such
event, TMCC will pay as Additional Amounts such amounts as may be necessary so
that every net payment made following the effective date of such certification,
information or reporting requirements outside the United States by TMCC or any
of its Paying Agents of principal or interest due in respect of a Note, Receipt
or Coupon to a holder who certifies to the effect that the beneficial owner of
such Note, Receipt or Coupon is a United States Alien (provided that such
certification shall not have the effect of communicating to TMCC or any of its
Paying Agents or any governmental authority the nationality, residence or
identity of such beneficial owner) after deduction or withholding for or on
account of such backup withholding tax or similar charge (other than a backup
withholding tax or similar charge which (i) is imposed as a result of
certification, information or other reporting requirements referred to in the
second parenthetical clause of the first sentence of the preceding paragraph,
or (ii) is imposed as a result of the fact that TMCC or any of its Paying
Agents has actual knowledge that the holder or beneficial owner of such Note,
Receipt or Coupon is not a United States Alien but is within the category of
persons, corporations or other entities described in clause (a)(i) of the third
preceding paragraph, or (iii) is imposed as a result of presentation of such
Note, Receipt or Coupon for payment more than 15 days after the date on which
such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount
provided for in such Note, such Receipt or such Coupon to be then due and
payable. In the event TMCC elects to pay such Additional Amounts, TMCC will
have the right, at its sole option, at any time, to redeem the Notes of this
Series, as a whole but not in part at a redemption price equal to their Early
Redemption Amount, together, if appropriate, with accrued interest to the date
fixed for redemption including any Additional Amounts required to be paid under
this paragraph. If TMCC has made the determination described in the preceding
paragraph with respect to certification, information or other reporting
requirements applicable to interest only and subsequently makes a determination
in the manner and of the nature referred to in such preceding paragraph with
respect to such requirements applicable to principal, TMCC will redeem the
Notes of this Series in the manner and on the terms described in the preceding
paragraph (except as provided below), unless TMCC elects to have the provisions
of this paragraph apply rather than the provisions of the immediately preceding
paragraph. If in such circumstances the Notes are to be redeemed, TMCC will be
obligated to pay Additional Amounts with respect to interest, if any, accrued
to the date of redemption. If TMCC has made the determination described in the
preceding paragraph and subsequently makes a determination in the manner and of
the nature referred to in such preceding paragraph that the level of
withholding applicable to principal or interest has been increased, TMCC will
redeem the Notes of this Series in the manner and on the terms described in the
preceding paragraph (except as provided below), unless TMCC elects to have the
provisions of this paragraph apply rather than the provisions of the
immediately preceding paragraph. If in such circumstances the Notes are to be
redeemed, TMCC will be obligated to pay Additional Amounts with respect to the
original level of withholding on principal and interest, if any, accrued to the
date of redemption.
10. Negative Pledge
The Notes will not be secured by any mortgage, pledge or other lien. TMCC shall
not pledge or otherwise subject to any lien any property or assets of TMCC
unless the Notes are secured by such pledge or lien equally and ratably with
all other obligations secured thereby so long as such obligations shall be so
secured; provided, however, that such covenant will not apply to liens securing
obligations which do not in the aggregate at any one time outstanding exceed 5
percent of Consolidated Net Tangible Assets (as defined below) of TMCC and its
consolidated subsidiaries and also will not apply to:
(a)the pledge of any assets of TMCC to secure any financing by TMCC of the
exporting of goods to or between, or the marketing thereof in, countries other
than the United States in connection with which TMCC reserves the right, in
accordance with customary and established banking practice, to deposit, or
otherwise subject to a lien, cash, securities or receivables, for the purpose
of securing banking accommodations or as the basis for the issuance of bankers'
acceptances or in aid of other similar borrowing arrangements;
(b)the pledge of receivables payable in currencies other than United States
dollars to secure borrowings in countries other than the United States;
(c)any deposit of assets of TMCC with any surety company or clerk of any court,
or in escrow, as collateral in connection with, or in lieu of, any bond on
appeal by TMCC from any judgment or decree against it, or in connection with
other proceedings in actions at law or in equity by or against TMCC or in favor
of any governmental bodies to secure progress, advance or other payments in the
ordinary course of TMCC's business;
(d)any lien or charge on any property of TMCC, tangible or intangible, real or
personal, existing at the time of acquisition or construction of such property
(including acquisition through merger or consolidation) or given to secure the
payment of all or any part of the purchase or construction price thereof or to
secure any indebtedness incurred prior to, at the time of, or within one year
after, the acquisition or completion of construction thereof for the purpose of
financing all or any part of the purchase or construction price thereof;
(e)any lien in favor of the United States of America or any state thereof or
the District of Columbia, or any agency, department or other instrumentality
thereof, to secure progress, advance or other payments pursuant to any contract
or provisions of any statute;
(f)any lien securing the performance of any contract or undertaking not
directly or indirectly in connection with the borrowing of money, obtaining of
advances or credit or the securing of debt, if made and continuing in the
ordinary course of business;
(g)any lien to secure non-recourse obligations in connection with TMCC's
engaging in leveraged or single- investor lease transactions; and
(h)any extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any lien, charge or pledge referred to
in clauses (a) through (g) above; provided, however, that the amount of any and
all obligations and indebtedness secured thereby will not exceed the amount
thereof so secured immediately prior to the time of such extension, renewal or
replacement, and that such extension, renewal or replacement will be limited to
all or a part of the property which secured the charge or lien so extended,
renewed or replaced (plus improvements on such property).
"Consolidated Net Tangible Assets" means the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of TMCC and its consolidated subsidiaries, all as set forth on the
most recent balance sheet of TMCC and its consolidated subsidiaries prepared in
accordance with generally accepted accounting principles as practiced in the
United States.
11. Consolidation or Merger
TMCC may consolidate with, or sell, lease or convey all or substantially all of
its assets as an entirety to, or merge with or into any other corporation
provided that in any such case, (i) either TMCC shall be the continuing
corporation, or the successor corporation shall be a corporation organized and
existing under the laws of the United States of America or any state thereof
and such successor corporation shall expressly assume the due and punctual
payment of the principal of and interest (including Additional Amounts as
provided in Condition 9) on all the Notes, Receipts and Coupons, according to
their tenor, and the due and punctual performance and observance of all of the
covenants and conditions of this Note to be performed by TMCC by an amendment
to the Agency Agreement executed by such successor corporation, TMCC and the
Agent, and (ii) immediately after giving effect to such transaction, no Event
of Default under Condition 13, and no event which, with notice or lapse of time
or both, would become such an Event of Default shall have happened and be
continuing. In case of any such consolidation, merger, sale, lease or
conveyance and upon any such assumption by the successor corporation, such
successor corporation shall succeed to and be substituted for TMCC, with the
same effect as if it had been named herein as TMCC, and the predecessor
corporation, except in the event of a conveyance by way of lease, shall be
relieved of any further obligation under this Note and the Agency Agreement.
12. Meetings, Modifications and Waivers
The Agency Agreement contains provisions which, unless otherwise provided in
the Pricing Supplement, are binding on TMCC, the Noteholders, the
Receiptholders and the Couponholders, for convening meetings of holders of
Notes, Receipts and Coupons to consider matters affecting their interests,
including the modification or waiver of the Terms and Conditions applicable to
the Notes.
The Agency Agreement, the Notes and any Receipts and Coupons attached to the
Notes may be amended by TMCC (and, in the case of the Agency Agreement, the
Agent) (i) for the purpose of curing any ambiguity, or for curing, correcting
or supplementing any defective provision contained therein, or to evidence the
succession of another corporation to TMCC as provided in Condition 11, (ii) to
make any further modifications of the terms of the Agency Agreement necessary
or desirable to allow for the issuance of any additional Notes (which
modifications shall not be materially adverse to holders of outstanding Notes)
or (iii) in any manner which TMCC (and, in the case of the Agency Agreement,
the Agent) may deem necessary or desirable and which shall not materially
adversely affect the interests of the holders of the Notes, Receipts and
Coupons, to all of which each holder of Notes, Receipts and Coupons shall, by
acceptance thereof, consent. In addition, with the written consent of the
holders of not less than a majority in aggregate principal amount of the Notes
then outstanding affected thereby, or by a resolution adopted by a majority in
aggregate principal amount of such outstanding Notes affected thereby present
or represented at a meeting of such holders at which a quorum is present, as
provided in the Agency Agreement (provided that such resolution shall be
approved by the holders of not less than 25 percent of the aggregate principal
amount of Notes affected thereby then outstanding), TMCC and the Agent may from
time to time and at any time enter into agreements modifying or amending the
Agency Agreement or the terms and conditions of the Notes, Receipts and Coupons
for the purpose of adding any provisions to or changing in any manner or
eliminating any provisions of the Agency Agreement or of modifying in any
manner the rights of the holders of Notes, Receipts and Coupons; provided,
however, that no such agreement shall, without the consent or the affirmative
vote of the holder of each Note affected thereby, (i) change the stated
maturity of the principal of or any installment of interest on any Note,
(ii) reduce the principal amount of or interest on any Note, (iii) change the
obligation of TMCC to pay Additional Amounts as provided in Condition 9,
(iv) reduce the percentage in principal amount of outstanding Notes the consent
of the holders of which is necessary to modify or amend the Agency Agreement or
the terms and conditions of the Notes or to waive any future compliance or past
default, or (v) reduce the percentage in principal amount of outstanding Notes
the consent of the holders of which is required at any meeting of holders of
Notes at which a resolution is adopted. The quorum at any meeting called to
adopt a resolution will be persons holding or representing a majority in
aggregate principal amount of the Notes at the time outstanding affected
thereby and at any adjourned meeting will be one or more persons holding or
representing 25 percent in aggregate principal amount of such Notes at the time
outstanding affected thereby. Any instrument given by or on behalf of any
holder of a Note in connection with any consent to any such modification,
amendment or waiver will be irrevocable once given and will be conclusive and
binding on all subsequent holders of such Note. Any modifications, amendments
or waivers to the Agency Agreement or to the terms and conditions of the Notes,
Receipts and Coupons will be conclusive and binding on all holders of Notes,
Receipts and Coupons, whether or not they have given such consent or were
present at any meeting, and whether or not notation of such modifications,
amendments or waivers is made upon the Notes, Receipts and Coupons. It shall
not be necessary for the consent of the holders of Notes under this Condition
12 to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.
Notes authenticated and delivered after the execution of any amendment to the
Agency Agreement, Notes, Receipts or Coupons may bear a notation in form
approved by the Agent as to any matter provided for in such amendment to the
Agency Agreement.
New Notes so modified as to conform, in the opinion of the Agent and TMCC, to
any modification contained in any such amendment may be prepared by TMCC,
authenticated by the Agent and delivered in exchange for the Notes then
outstanding.
For the purposes of this Condition 12 and Condition 13 below, the term
"outstanding" means, in relation to the Notes, all Notes issued under the
Agency Agreement other than (i) those which have been redeemed in full in
accordance with the Agency Agreement or these Terms and Conditions, (ii) those
in respect of which the date for redemption in accordance with these Terms and
Conditions has occurred and the redemption moneys therefor (including all
interest (if any) accrued thereon to the date for such redemption and any
interest (if any) payable under these Terms and Conditions after such date)
have been duly paid to the Agent as provided in the Agency Agreement (and,
where appropriate, notice has been given to the Noteholders in accordance with
Condition 16) and remain available for payment against presentation of the
Notes, (iii) those which have become void under Condition 15, (iv) those which
have been purchased or otherwise acquired and cancelled as provided in
Condition 5, and those which have been purchased or otherwise acquired and are
being held by TMCC for subsequent resale or reissuance as provided in
Condition 5 during the time so held, (v) those mutilated or defaced Notes which
have been surrendered in exchange for replacement Notes pursuant to Condition
14, (vi) (for the purposes only of determining how many Notes are outstanding
and without prejudice to their status for any other purpose) those Notes
alleged to have been lost, stolen or destroyed and in respect of which
replacement Notes have been issued pursuant to Condition 14 and (vii) temporary
global Notes to the extent that they shall have been duly exchanged in whole
for permanent global Notes or definitive Notes and permanent global Notes to
the extent that they shall have been duly exchanged in whole for definitive
Notes, in each case pursuant to their respective provisions.
13. Default and Acceleration
(a) In the event that (each an "Event of Default"):
(i)default shall be made in the payment when due of any installment of interest
or any Additional Amounts on any of the Notes continued for a period of 30 days
after the date when due; or
(ii)default shall be made for more than three days in the payment when due of
the principal of any Note (whether at maturity or upon redemption or
otherwise); or
(iii)default in the deposit of any sinking fund payment with respect to any
Note when and as due; or
(iv)TMCC shall fail to perform or observe any other term, covenant or agreement
contained in the Terms and Conditions applicable to any of the Notes or in the
Agency Agreement for a period of 60 days after the date on which written notice
of such failure, requiring TMCC to remedy the same, first shall have been given
to the Agent and TMCC by the holders of at least 25 percent in aggregate
principal amount of the Notes then outstanding; or
(v)there is an acceleration of, or failure to pay when due and payable, any
indebtedness for money borrowed of TMCC exceeding $10,000,000 and such
acceleration is not rescinded or annulled, or such indebtedness is not
discharged, within 10 days after written notice thereof has first been given to
TMCC and the Agent by the holders of not less than 10 percent in aggregate
principal amount of Notes then outstanding; or
(vi)the entry by a court having competent jurisdiction of (a) a decree or order
granting relief in respect of TMCC in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law and such
decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (b) a decree or order adjudging TMCC to be insolvent,
or approving a petition seeking reorganization, arrangement, adjustment or
composition of TMCC and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days; or (c) a final and non-appealable
order appointing a custodian, receiver, liquidator, assignee, trustee or other
similar official of TMCC or of any substantial part of the property of TMCC, or
ordering up the winding up or liquidation of the offices of TMCC; or
(vii)the commencement by TMCC of a voluntary proceeding under any applicable
bankruptcy, insolvency, reorganization or other similar law or of a voluntary
proceeding seeking to be adjudicated insolvent or the consent of TMCC to the
entry of a decree or order for relief in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any insolvency proceedings against it, or the filing by
TMCC of a petition or answer or consent seeking reorganization or relief under
any applicable law, or the consent by TMCC to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee or similar official of TMCC or any substantial part of the
property of TMCC or the making by TMCC of an assignment for the benefit of
creditors, or the taking of corporate action by TMCC in furtherance of any such
action;
then the holder of any Note may, at its option, declare the principal of such
Note and the interest, if any, accrued thereon to be due and payable
immediately by written notice to TMCC and the Agent at its main office in
London, and unless all such defaults shall have been cured by TMCC prior to
receipt of such written notice, the principal of such Note and the interest, if
any, accrued thereon shall become and be immediately due and payable.
At any time after such a declaration of acceleration with respect to the Notes
has been made and before a judgment or decree for payment of the money due with
respect to any Note has been obtained by any Noteholder, such declaration and
its consequences may be rescinded and annulled upon the written consent of
holders of a majority in aggregate principal amount of the Notes then
outstanding, or by resolution adopted by a majority in aggregate principal
amount of the Notes present or represented at a meeting of holders of the Notes
at which a quorum is present, as provided in the Agency Agreement, if:
(1) TMCC has paid or deposited with the Agent a sum sufficient to pay
(A)all overdue installments of interest on the Notes, and
(B)the principal of Notes which has become due otherwise than by such
declaration of acceleration; and
(2) all Events of Default with respect to the Notes, other than the non-payment
of the principal of such Notes which has become due solely by such declaration
of acceleration, have been cured or waived as provided in paragraph (b) below.
No such rescission shall affect any subsequent default or impair any right
consequent thereon.
(b) Any Events of Default by TMCC, other than the events described in paragraph
(a)(i) or (a)(ii) above or in respect of a covenant or provision which cannot
be modified and amended without the written consent of the holders of all
outstanding Notes, may be waived by the written consent of holders of a
majority in aggregate principal amount of the Notes then outstanding affected
thereby, or by resolution adopted by the holders of a majority in aggregate
principal amount of such Notes then outstanding present or represented at a
meeting of holders of the Notes affected thereby at which a quorum is present,
as provided in the Agency Agreement.
14. Replacement of Notes, Receipts, Coupons and Talons
Should any Note, Receipt, Coupon or Talon be mutilated, defaced or destroyed or
be lost or stolen, it may be replaced at the specified office of the Agent in
London (or such other place outside the United States as may be notified to the
Noteholders), in accordance with all applicable laws and regulations, upon
payment by the claimant of the expenses incurred by TMCC and the Agent in
connection therewith and on such terms as to evidence, indemnity, security or
otherwise as TMCC and the Agent may require. Mutilated or defaced Notes,
Receipts, Coupons or Talons must be surrendered before replacements will be
issued.
15. Prescription
Unless provided otherwise in the applicable Pricing Supplement, the Notes,
Receipts and Coupons will become void unless presented for payment within a
period of five years from the Relevant Date (as defined below) relating
thereto. Any moneys paid by TMCC to the Agent for the payment of principal or
interest in respect of the Notes and remaining unclaimed for a period of five
years shall forthwith be repaid to TMCC and holders shall thereafter look only
to TMCC for payment thereof. All liability with respect thereto shall cease
when the Notes, Receipts and Coupons become void.
As used herein, the "Relevant Date" means:
(A)the date on which such payment first becomes due; or
(B)if the full amount of the moneys payable has not been received by the Agent
on or prior to such due date, the date on which the full amount of such moneys
having been so received, notice to that effect shall have been given to the
Noteholders in accordance with Condition 16.
16. Notices
All notices regarding the Notes shall be published in one leading English
language daily newspaper with circulation in the United Kingdom (which is
expected to be the Financial Times) or, if this is not practicable, one other
such English language newspaper as TMCC, in consultation with the Agent, shall
decide. TMCC shall also ensure that notices are duly published in a manner
which complies with the rules and regulations of any stock exchange on which
the Notes are for the time being listed or any other relevant authority. Any
such notice shall be deemed to have been given on the date of the first
publication. Any notice published as aforesaid shall be deemed to have been
given on the date of such publication or, if published more than once, on the
date of the first such publication. Receiptholders and Couponholders will be
deemed for all purposes to have notice of the contents of any notice given to
the holders of the Notes in accordance with this Condition.
Until such time as any definitive Notes are issued, there may, so long as the
global Notes for this Series are held in their entirety on behalf of Euroclear
and Clearstream, Luxembourg, be substituted for such publication in such
newspaper the delivery of the relevant notice to Euroclear and Clearstream,
Luxembourg for communication by them to the holders of the Notes of this
Series. Any such notice shall be deemed to have been given to the holders of
the Notes of this Series on the seventh day after the day on which the said
notice was given to Euroclear and Clearstream, Luxembourg, or on such other day
as is specified in the applicable Pricing Supplement.
Notices to be given by any holder of the Notes of this Series shall be in
writing and given by lodging the same, together with the relevant Note or
Notes, with the Agent. While any of the Notes of this Series are represented by
a global Note, such notice may be given by any holder of a Note of this Series
to the Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be,
in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as
the case may be, may approve for this purpose.
17. Redenomination and Exchange
TMCC may (if so specified in the applicable Pricing Supplement) without the
consent of the holder of any Note, Receipt, Coupon or Talon, redenominate all,
but not some only, of the Notes of any Series on or after the date on which the
member state of the European Union in whose national currency such Notes are
denominated has become a participant member in the third stage of the European
economic and monetary union as more fully set out in the applicable Pricing
Supplement. TMCC may (if so specified in the applicable Pricing Supplement)
without the consent of the holder of any Note, Receipt, Coupon or Talon, elect
that the Notes shall be exchangeable for Notes expressed to be denominated in
euro in accordance with such arrangements as TMCC may decide.
18. Governing Law
The Agency Agreement and the Notes, the Receipts and the Coupons are governed
by, and shall be construed in accordance with, the laws of the State of New
York, United States of America, applicable to agreements made and to be
performed wholly within such jurisdiction.
ANNEX B TO APPENDIX D
FORM OF PRICING SUPPLEMENT
(to be completed by the head Manager /Dealer and executed by the Company)
Toyota Motor Credit Corporation
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under the U.S. $16,000,000,000
Euro Medium-Term Note Program
[The Notes constitute [commercial paper/shorter term debt securities/longer
term debt securities]* issued in accordance with regulations made under section
4 of the Banking Act 1987. The Issuer of the Notes is not an authorized
institution or a European authorized institution (as such terms are defined in
the Banking Act 1987 (Exempt Transactions) Regulations 1997). Repayment of the
principal and payment of any interest or premium in connection with the Notes
has not been guaranteed].**
This document constitutes the Pricing Supplement relating to the issue of
Notes described herein. Terms used herein shall be deemed to be defined as
such for the purposes of the Terms and Conditions set forth in the Offering
Circular dated October 3, 2001. This Pricing Supplement must be read in
conjunction with such Offering Circular, including all documents incorporated
by reference therein.
[Include whichever of the following apply or specify as "Not Applicable" (N/A).
Note that the numbering should remain as set out below, even if "Not
Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics
denote directions for completing the Pricing Supplement.]
1. [(i)] Series Number [ ]
[(ii) Tranche Number:] [Delete if not applicable]
(If fungible with an existing Series,
details of that Series, including the
date on which the Notes become
fungible)
2. Specified Currency (or Currencies in
the case of Dual Currency Notes): [ ]
3.Aggregate Nominal Amount
[i] Series: [ ]
[ii Tranche: ] [Delete if not applicable]
4.Issue Price of Tranche: [ ] per cent.
5.Specified Denominations: [ ]
6.[(i)] Issue Date: [ ]
[(ii) Interest Commencement Date
(if different from the Issue Date):] [ ]
7.Maturity Date: [ ]
8.Interest Basis [Fixed Rate]
[Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[specify other]
(further particulars specified
below)
9.Redemption/Payment Basis: [Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Installment]
[specify other]
10.Change of Interest Basis or [Specify details of any provision
Redemption/Payment Basis: for change of Notes into another
Interest Basis or Redemption/Payment
Basis]
11.Listing: [London/specify other/None]
12.Method of distribution: [Syndicated/Non-syndicated]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.Fixed Rate Note Provisions (and, to
the extent applicable, Dual Currency [Applicable/Not Applicable]
Notes, Index Linked Redemption Notes, (If not applicable, delete the
Partly Paid Notes and Installment remaining sub-paragraphs of this
Notes): paragraph)
(i) Fixed Rate [(s)] of Interest: [ ] per cent. per annum
[payable [annually/semi-annually/
quarterly] in arrear]
(ii) Interest Payment Date(s): [ ] in each year
(iii) Fixed Coupon Amount(s): [ ] per [ ]
in nominal amount
(iv) Broken Amount(s): [Insert particulars of any initial
or final broken interest amounts
which do not correspond with the
Fixed Coupon Amount]
(v) Fixed Day Count Fraction: [30/360 or Actual/Actual (ISMA)
or Actual/Actual (ISDA) or specify
other]
(vi) Business Day Convention: [Following Business Day
Convention/Modified Following
Business Day Convention/specify
other]
(vii) Applicable Business Centers for
purposes of "Business Day"
Definition: [London/specify others]
(viii)Other terms relating to
the method of calculating interest
for Fixed Rate Notes: [None/Give details]
14.Floating Rate Note Provisions (and,
to the extent applicable, Dual [Applicable/Not Applicable]
Currency Notes, Index Linked Notes, (If not applicable, delete the
Partly Paid Notes and Installment remaining sub-paragraphs of this
Notes): paragraph)
(i) Specified Period(s)/Specified
Interest. Payment Dates: [ ]
(ii) Business Day Convention: [Floating Rate
Convention/Following Business Day
Convention/Modified Following
Business Day Convention/Preceding
Business Day Convention/ [specify
other]]
(iii) Applicable Business
Centers for purposes of "Business
Day" Definition: [London/specify others]
(iv) Manner in which the Rate of
Interest and Interest Amount is to be [Screen Rate Determination/ISDA
determined: Determination/[specify others]]
(v) Calculation Agent responsible
for calculating the Rate of Interest
and Interest Amount (if not the Agent): [ ]
(vi) Screen Rate Determination
- -Reference Rate [ ]
(Either LIBOR, EURIBOR or other,
although additional information may
be required if other - including any
amendment to fallback provisions in
the Conditions)
- -Relevant Screen Page: [ ]
(In the case of EURIBOR, if not
Telerate 248 ensure it is a page
which shows a composite rate)
- -Applicable "Reference Banks"
Definition (if different from that [Same as Condition
In Condition 4(b)(iv)(E): 4(b)(iv)(E)/specify other]
- -Applicable "Interest Determination
Date" definition (if different from [Same as Condition
that in Condition 4(b)(iv)(F)): 4(b)(iv)(F)/specify other]
(vii) ISDA Determination
- -Floating Rate Option: [ ]
- -Designated Maturity: [ ]
- -Reset Date: [ ]
(viii)Margin(s): [+/-][ ] per cent.
per annum
(ix) Minimum Rate of Interest: [ ] per cent.
per annum
(x) Maximum Rate of Interest [ ] per cent.
per annum
(xi) Day Count Fraction: [Actual/365, Actual/Actual,
Actual/365(Fixed), Actual/360,
30/360, 360/360, Bond Basis,
30E/360 or Eurobond Basis/specify
other]
(xii) Rounding provisions and any
other terms relating to the method of
calculating interest on Floating Rate
Notes, if different from those set
out in the Conditions: [ ]
15.Zero Coupon Note Provisions: [Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Accrual Yield: [ ] per cent.
per annum
(ii) Reference Price: [ ]
(iii) Any other formula/basis of
determining amount payable: [ ]
(iv) Business Day Convention: [Following Business Day
Convention/Modified Following
Business Day Convention/specify
other]
(v) Applicable Business Centers
for purposes of "Business Day"
Definition: [London/specify others]
(vi) Calculation Agent responsible
for calculating the amount due (if
not the Agent): [ ]
16.Index Linked Interest Note [Applicable/Not Applicable]
Provisions: (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Index/Formula: [give or annex details]
(ii) Calculation Agent responsible
for calculating the principal and/or
interest due (if not the Agent): [ ]
(iii) Provisions for determining
Coupon where calculation by
reference to Index and/or Formula is
impossible or impracticable: [ ]
(iv) Specified Period(s)/Specified
Interest Payment Dates: [ ]
(v) Business Day Convention: [Floating Rate
Convention/Following Business Day
Convention/Modified Following
Business Day Convention/Preceding
Business Day Convention/specify
other]
(vi) Applicable Business Centers
for purposes of "Business Day"
definition: [London/specify other]
(vii) Minimum Rate of Interest: [ ] per cent.
per annum
(viii) Maximum Rate of
Interest: [ ] per cent. Per annum.
(ix) Day Count Fraction: [ ]
17.Index Linked Redemption Note [Applicable/Not Applicable]
Provisions: (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Index/Formula: [give or annex details]
(ii) Calculation Agent responsible
for calculating the principal and/or
interest due (if not the Agent): [ ]
(iii) Provisions for determining
payments where calculation by
reference to Index and/or Formula
is impossible or impractical: [ ]
18.Dual Currency Note Provisions: [Applicable/Not Applicable]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Rate of Exchange/method of
calculating Rate of Exchange: [give details]
(ii) Calculation Agent, if any,
responsible for calculating the
principal and/or interest payable
(if not the Agent): [ ]
(iii) Provisions applicable where
calculation by reference to Rate(s)
of Exchange impossible or impractical: [ ]
(iv) Person at whose option
Specified Currency(ies) is/are
payable: [ ]
PROVISIONS RELATING TO REDEMPTION
19.TMCC's Optional Redemption: [Yes/No]
(If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s)
and method, if any, of calculation
of such amount(s): [ ]
(iii) If redeemable in part:
(a) Minimum Redemption Amount: [ ]
(b) Higher Redemption Amount: [ ]
(iv) The applicable period for
notice to Noteholders (if different
from that set out in Condition [Same as Condition 5(d)/specify
5(d)): other]
(v) The applicable period for
notice to the Agent (if different
from that set out in Condition 5(d)): [Same as Condition 5(d)/specify
other]
20.Redemption at the option of the [Yes/No]
Noteholders: (If not applicable, delete the
remaining sub-paragraphs of this
paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s)
and method, if any, of calculation of
such amount(s): [ ]
(iii) Other details: [ ]
21.Final Redemption Amount: [Par/specify other/see Appendix]
22.Early Redemption Amount(s) payable
on redemption for taxation reasons
or on event of default and/or the
method of calculating the same (if
required or if different from that
set out in Condition 5(f)): [ ]
GENERAL PROVISIONS APPLICABLE TO THE NOTES
23.Form of Notes: [Temporary global Note exchangeable
for a permanent global Note which
is exchangeable for definitive
Notes [only if (as described more
fully in the Conditions) (a) there
should be an Event of Default; (b)
Euroclear, Clearstream, Luxembourg
and any other relevant clearance
system are all no longer willing or
able to properly discharge their
responsibilities and the Agent and
TMCC are unable to locate a
qualified successor; (c) upon the
election of TMCC; or (d) upon 90
days written notice of any
Noteholder, all as set forth more
fully in the Conditions/specify
other]
[Temporary Global Note exchangeable
for Definitive Notes on and after
the Exchange Date.]
24.Other special provisions relating
to Payment Dates: [Not Applicable/give details]
25.Talons for future Coupons to be
attached to definitive Notes (and
dates on which such Talons mature): [Yes/No.] (If yes, give details)
26.Details relating to Partly Paid
Notes: including, without
limitation, amount of each
payment comprising the Issue Price
and date on which each
payment is to be made and
consequences (if any) of failure to
pay, including any right of TMCC to
forfeit the Notes and interest due on
late payment: [Not Applicable/give details]
27.Details relating to Installment Notes: [Applicable/Not Applicable]
(If not applicable, delete the
remaining subparagraphs of this
paragraph)
(i) Installment Amounts: [ ]
(ii) Installment Dates: [ ]
(iii) Other details: [ ]
28.Whether the Notes will be subject to [Yes/No](If yes, specify
redenomination or exchange into particular provision(s)
euro: applicable in full)
29.Whether Notes are convertible at
option of TMCC/Holder into Notes of
another Interest/Payment Basis,
Date of Conversion or Option
Exercise/Interest Payment
Basis/other relevant terms: [ ]
30.Further Issues and Consolidation: [TMCC may from time to time,
without the consent of the holders
of Notes, Receipts or Coupons of
this Series, create and issue
further Notes of this Series having
the same terms and conditions as
the Notes (or the same terms and
conditions save for the first
payment of interest thereon and the
Issue Date thereof) so that the
same shall be consolidated and form
a single Series with the
outstanding Notes and references
in the Conditions to "Notes" shall
be construed accordingly.]
31.Cost, if any, to be borne by
Noteholders in connection with
exchanges for security printed
definitive Notes: [ ]
32.Other terms or special conditions: [Not Applicable/give details]
DISTRIBUTION
33.(i) If syndicated, names of
Managers: [Not Applicable/give names]
(ii) Stabilizing Manager (if any): [Not Applicable/give name]
34.If non-syndicated, name of relevant
Dealer: [ ]
35.Additional selling restrictions: Selling restrictions, including
those applicable to the United
States and United Kingdom are set
out in the Offering Circular and
Appendix B to the Third Amended and
Restated Program Agreement dated
October 4, 2000, as amended [and
the Syndicate Purchase Agreement
dated [ ], among the Dealers
and the Company].
OPERATIONAL INFORMATION
36.Any clearing system(s) other than
Euroclear and Clearstream,
Luxembourg and the relevant [Not Applicable/give name(s) and
identification numbers(s): number(s)]
37.Delivery: Delivery [against/free of] payment
38.Additional Paying Agent(s) (if any): [ ]
39.Purchaser's account number with
[Euroclear/Clearstream, Luxembourg]
to which the Notes are to be credited: [ ]
40.The text set out below is required only for Notes in respect of which the
issue proceeds are accepted by TMCC in the United Kingdom and which are to be
listed on the Official List and admitted for trading by the London Stock
Exchange. The text set out below may be deleted if TMCC is relying on any of
Regulation 13(4)(c) to (g) of the Banking Act 1987 (Exempt Transactions)
Regulations 1997.
TMCC confirms that:
(a) as of the date hereof, it has complied with its obligations under the
relevant rules (as defined in the Banking Act 1987 (Exempt Transactions)
Regulations 1997) in relation to the admission to and continuing listing of the
Program and of any previous issues made under it and listed on the same
exchange as the Program;
(b) it will have complied with its obligations under the relevant rules in
relation to the admission to listing of the Notes by the time when the Notes
are so admitted; and
(c) as of the date hereof, it has not, since the last publication, if any, in
compliance with the relevant rules of information about the Program, any
previous issues made under it and listed on the same exchange as the Program,
or the Notes, having made all reasonable enquires, become aware of any change
in circumstances which could reasonably be regarded as significantly and
adversely affecting its ability to meet its obligations as issuer in respect of
the Notes as they fall due.
ISIN: [ ]
Common Code: [ ]
Acceptance on behalf of TMCC
of the terms of the Pricing Supplement
as of the date above first written:
TOYOTA MOTOR CREDIT CORPORATION
By:
The following information is to be included only in the version of the Pricing
Supplement which is submitted to the UK Listing Authority and the London Stock
Exchange in the case of Notes to be listed on the Official List and admitted
for trading by the London Stock Exchange:
Application is hereby made to list this issue of Notes pursuant to the listing
of the U.S. $16,000,000,000 Euro Medium-Term Note Program of Toyota Motor
Credit Corporation (as from [insert date of or prior to Settlement date for the
issuance of the Notes]).
THE CHASE MANHATTAN BANK
(As Agent)
By:
cc: The Chase Manhattan Bank
ANNEX D
TRADING DESK INFORMATION
The Company
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
Telephone No: (310) 468-4001; Fax No: (310) 468-6194
Attention: Vice President, Treasury
The Dealers
MERRILL LYNCH BNP PARIBAS CREDIT SUISSE FIRST
INTERNATIONAL 10 Harewood Avenue BOSTON
Merrill Lynch Financial London NW1 6AA (EUROPE) LIMITED
Centre
2 King Edward Street Telephone:0207 595 2000 One Cabot Square
London EC1A 1HQ Telefax: 0207 595 2555 Canary Wharf
Telephone: 0207 995 3995 Attn: Euro Medium Term London E14 4QJ
Telefax: 0207 995 4327 Note Desk Telephone:0207 888 4021
Attn: EMTN Trading and Telefax: 0207 888 3719
Distribution Desk Attn: MTN Trading Desk
GOLDMAN SACHS J.P.MORGAN SECURITIES MORGAN STANLEY & CO.
INTERNATIONAL LTD INTERNATIONAL LIMITED
Peterborough Court 60 Victoria Embankment 25 Cabot Square
133 Fleet Street London EC4Y 0JP Canary Wharf
London EC4A 2BB Telephone: 0207 779 3469 London E14 4QA
Telephone: 0207 744 1000 Telefax: 0207 325 8225 Telephone:0207 677 7799
Telefax:0207 774 4123 Attn: Euro Medium Term Telefax:0207 677 7999
Attn: Euro Medium Term Note Desk Attn: Debt Capital
Note Desk Markets-Head of
Transaction Management
Group
NOMURA UBS AG, acting through
INTERNATIONAL its business group
Nomura House UBS WARBURG
1 St. Martin's le-Grand 1 Finsbury Avenue
London EC1A 4NP London EC2M 2PP
Telephone:0207 236 8056 Telephone:0207 576 2479
Telefax:0207 521 2616 Telefax:0207 568 3349
Attn: MTN Trading Attn: MTNs and Private
Placements
APPENDIX E
FORM OF THE NOTES
Each Tranche of Notes will initially be represented by one or more temporary
global Notes, without receipts, interest coupons or talons, which will be
delivered to a common depositary for Euroclear and Clearstream.
While any Note is represented by a temporary global Note, payments of
principal and interest (if any) due prior to the Exchange Date (as defined
below) will be made against presentation of the temporary global Note only to
the extent that certification of non-U.S. beneficial ownership (in the form
set out in the temporary global Note) has been received by Euroclear or
Clearstream. Interests in the temporary global Note will be exchangeable for
interests in a permanent global Note and/or for security printed definitive
Notes (as specified under "Terms and Conditions of the Notes" and in the
applicable Pricing Supplement) not earlier than the date (the "Exchange
Date") which is 40 days after completion of the distribution of the relevant
Tranche, provided that certification of non-U.S. beneficial ownership has
been received. No interest or principal payments will be made on a temporary
global Note after the Exchange Date.
Payments of principal or interest (if any) in respect of a permanent global
Note will be made through Euroclear and Clearstream against presentation or
surrender, as the case may be, of the permanent global Note without any
requirement for further certification. A permanent global Note will be
exchangeable in whole, but not in part, for security printed definitive Notes
with, where applicable, receipts, interest coupons and talons attached not
earlier than the Exchange Date (i) at the option of TMCC; (ii) at the option
of Noteholders, unless specified otherwise in the applicable Pricing
Supplement and (iii) under certain other limited circumstances set forth
under "Terms and Conditions of the Notes". If a portion of the Notes
continue to be represented by the temporary global Note after the issuance of
definitive Notes, the temporary global Note shall thereafter be exchangeable
only for definitive Notes, subject to certification of non-U.S. beneficial
ownership. Unless specified in the applicable Pricing Supplement, investors
shall have the right to require the delivery of definitive Notes; provided,
however, that such delivery may be conditioned on written notice, as
specified in the applicable Pricing Supplement, from Euroclear or Clearstream
(as the case may be) acting on instructions of the holders of interest in the
temporary or permanent global Note and/or on the payment of costs in
connection with the printing and distribution of the definitive Notes. No
definitive Note delivered in exchange for a permanent or temporary global
Note shall be mailed or otherwise delivered to any locations in the United
States of America in connection with such exchange. Temporary and permanent
global Notes and definitive Notes will be issued by The Chase Manhattan Bank,
London Office, as issuing and (unless specified otherwise in the applicable
Pricing Supplement) principal paying agent and, unless specified otherwise in
the applicable Pricing Supplement, as calculation agent (the "Agent", which
expression includes any successor agents or any other Calculation Agent
specified in the applicable Pricing Supplement) pursuant to a Third Amended
and Restated Agency Agreement dated as of October 4, 2000, as amended by
Amendment No. 1 dated as of October 3, 2001 (as amended, the "Agency
Agreement"), and made between TMCC, the Agent and the other paying agents
named therein (together with the Agent, the "Paying Agents", which expression
includes any additional or successor paying agents).
If specified in the applicable Pricing Supplement, other clearance systems
capable of complying with the certification requirements set forth in the
temporary global Note may be used in addition to or in lieu of Euroclear and
Clearstream, and any reference herein to Euroclear and/or Clearstream shall,
whenever the context so permits, be deemed to include such other additional
or alternative clearing system.
The Pricing Supplement will contain such information (if any) as is necessary
to comply with the Banking Act 1987 (Exempt Transactions) Regulations 1997.
Temporary and permanent global Notes and definitive Notes will be issued in
bearer form only. The following legend will appear on all global Notes,
definitive Notes, receipts and interest coupons for Notes with a maturity of
more than 183 days:
"Any United States person (as defined in the Internal Revenue Code of the
United States) who holds this obligation will be subject to limitations under
the United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the Internal Revenue Code."
The following legend will appear on all global Notes, definitive Notes,
receipts and interest coupons for Notes with maturities at issuance of 183
days or less: "By accepting this obligation, the holder represents and
warrants that it is not a United States person (other than an exempt
recipient described in Section 6049(b)(4) of the Internal Revenue Code and
the regulations thereunder) and that it is not acting for or on behalf of a
United States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder)."
The sections referred to provide that United States holders, with certain
exceptions, will not be entitled to deduct any loss on Notes, receipts or
interest coupons and will not be entitled to capital gains treatment of any
gain on any sale, disposition or payment of principal in respect of Notes,
receipts or interest coupons.
Applicable Pricing Supplement
Set out below is the form of Pricing Supplement which will be completed for
each Tranche of Notes issued under the Program.
[See Annex B to Appendix D (Form of Operating & Administrative Procedures
Memorandum) for the form of Pricing Supplement.]