Exhibit 4.1
AMENDMENT NO. 1
TO THE
FOURTH AMENDED AND RESTATED AGENCY AGREEMENT
IN RESPECT OF
TOYOTA MOTOR CREDIT CORPORATION'S
EURO MEDIUM-TERM NOTE PROGRAM
This Amendment No. 1, dated September 30, 2003, is made to the Fourth
Amended and Restated Agency Agreement, dated October 1, 2002 (the "Agreement"),
by and among Toyota Motor Credit Corporation (the "Company"), JPMorgan Chase
Bank, as Agent (the "Agent"), and J.P. Morgan 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. All references to "U.S. $16,000,000,000" in the Agreement, and in
Appendix C (Form of Calculation Agency Agreement) and Annex C (Form
Letter from Lead Manager/Dealer) to Appendix D (Form of Operating &
Administrative Procedures Memorandum) thereto, are hereby amended to
read "U.S. $20,000,000,000."
B. Clause 1 of the Agreement (Definitions and Interpretations) is hereby
amended as follows:
1. The definition of "Dealer" is amended in its entirety as follows:
"Dealer" means each of Merrill Lynch International, BNP
Paribas, Credit Suisse First Boston (Europe) Limited,
Dresdner Bank Aktiengesellschaft, J.P. Morgan Securities
Ltd., Morgan Stanley & Co. International Limited, Nomura
International plc, and UBS Limited, and any other entities
appointed as dealers from time to time pursuant to the
Program Agreement.
2. The definition of "ISDA Definitions" is amended in its entirety
as follows:
"ISDA Definitions" means the 2000 ISDA Definitions published
by the International Swaps and Derivatives Association,
Inc., as amended, supplemented or updated from time to time.
3. The definition of "Specified Currency" is amended in its entirety
as follows:
"Specified Currency" means the currency (which expression
shall include euro and other currency units) in which Notes
are denominated and, in the case of Dual Currency Notes, the
currency or currencies in which payment in respect of the
Notes is to be made.
C. Clause 21(1)(a) of the Agreement is hereby amended in its entirety as
follows:
so long as any Notes (i) are listed on the London Stock
Exchange, there will at all times be a Paying Agent (or the
Agent) having a specified office in London; and (ii) are
listed on any other Stock Exchange, there will at all times
be a Paying Agent in any such location as may be required by
the rules and regulations of the relevant Stock Exchange.
D. Appendix A (Terms and Conditions of the Notes) is hereby replaced in
its entirety with Appendix A attached hereto.
E. 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 Fourth Amended and
Restated Agency Agreement dated as of October 1, 2002, as
amended by Amendment No. 1 dated September 30, 2003 (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
JPMorgan Chase 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 first paragraph on page B-1--9 of Schedule Three (Form of
Certificate to be Presented by Appropriate Clearing System) of
Appendix B-1 (Form of Temporary Global Note of Toyota Motor
Credit Corporation) is amended in its entirety as follows:
This is to certify that, based solely on certifications we
have received in writing, by telex or by electronic
transmission
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satisfying the requirements set forth in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii) from member
organizations appearing in our records as persons being
entitled to a portion of the principal amount set forth
below (our "Member Organizations") substantially to the
effect set forth in the Agency Agreement, as of the date
hereof, [ ] principal amount of above-captioned Securities
(i) is owned by persons that are not citizens or residents
of the United States, partnerships, corporations or other
entities created or organized under the laws of the United
States, any estate the income of which is subject to United
States federal income taxation regardless of its source, or
any trust, if (a) a court within the United States is able
to exercise primary supervision over the administration of
the trust and one or more United States persons have the
authority to control all substantial decisions of the trust
or (b) the trust has in effect a valid election to be
treated as a United States person ("United States persons"),
(ii) is owned by United States persons that (a) are foreign
branches of United States financial institutions (as defined
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
("financial institutions") purchasing for their own account
or for resale, or (b) acquired the Securities through
foreign branches of United States financial institutions and
hold the securities through such United States financial
institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution has
agreed, on its own behalf, or through its agent, that we may
advise the Company or the Company's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and
the U.S. Treasury Regulations thereunder), or (iii) is owned
by the United States or foreign financial institutions for
purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that
United States or foreign financial institutions described in
clause (iii) (whether or not also described in clauses (i)
or (ii)) have certified that they have not acquired the
Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United
States or its possessions.
3. The first paragraph on page B-1--11 of Certificate "A" (Form of
Certificate to be Presented to Appropriate Clearing System) of
Appendix B-1 (Form of Temporary Global Note of Toyota Motor
Credit Corporation) is amended in its entirety as follows:
This is to certify that as of the date hereof, and except as
set forth below, the above-captioned Securities held by you
for our account (i) are owned by persons that are not
citizens or residents of the United States, partnerships,
corporations or other entities created or
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organized in the United States or under the law of the
United States or of any State thereof, any estate the income
of which is subject to United States federal income taxation
regardless of its source, or any trust, if (a) a court
within the United States is able to exercise primary
supervision over the administration of the trust and one or
more United States persons have the authority to control all
substantial decisions of the trust or (b) the trust has in
effect a valid election to be treated as a United States
person ("United States persons"), (ii) are owned by United
States person(s) that (a) are foreign branches of United
States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for
resale, or (b) acquired the Securities through foreign
branches of United States financial institutions and hold
the Securities through such United States financial
institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby
agrees, on its own behalf or through its agent, that you may
advise the Company or the Company's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and
the U.S. Treasury Regulations thereunder), or (iii) are
owned by United States or foreign financial institutions for
purposes of resale during the restricted period (as defined
in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Securities is a United States or foreign financial
institution described in clause (iii) (whether or not also
described in clauses (i) or (ii)) this is further to certify
that such financial institution has not acquired the
Securities for purposes of resale directly or indirectly to
a United States person or to a person within the United
States or its possessions.
4. 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 Fourth Amended and
Restated Agency Agreement dated as of October 1, 2002, as
amended by Amendment No. 1 dated September 30, 2003 (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
JPMorgan Chase 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.
4
5. 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 Fourth Amended and Restated Agency
Agreement dated as of October 1, 2002, as amended by
Amendment No. 1 dated September 30, 2003 (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
JPMorgan Chase 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.
F. 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 Fourth Amended and Restated
Program Agreement with Merrill Lynch International, BNP
Paribas, Credit Suisse First Boston (Europe) Limited,
Dresdner Bank Aktiengesellschaft, J.P. Morgan Securities
Ltd., Morgan Stanley & Co. International Limited, Nomura
International plc, and UBS Limited, dated October 1, 2002,
as amended by Amendment No. 1, dated September 30, 2003 (as
amended, the "Program Agreement"), under which
$20,000,000,000 (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 Fourth Amended and Restated Agency Agreement, dated as
October 1, 2002, as amended by Amendment No. 1, dated
September 30, 2003 (as amended, the "Agency Agreement")
among the Company, JPMorgan Chase Bank (the "Agent," which
expression shall include its successor or successors for the
time being under the Agency Agreement) and J.P. Morgan Bank
Luxembourg S.A. (the "Paying Agent," which expression shall
include its successor or successors for the time being under
the Agency Agreement).
G. Section 2(2) on page D--1 of Appendix D (Form of Operating &
Administrative Procedures Memorandum) is hereby replaced in its
entirety as follows:
5
In the case of Notes to be listed on a Stock Exchange, the
Listing Agent/Authorized Advisor or Lead Manager will be
responsible for ensuring compliance with the Listing Rules
and obtaining all necessary approvals for listing the Notes
on the relevant Stock Exchange. The Company recognizes with
respect to this Clause 2(2) its continuing obligation so
long as any Notes under the Program are outstanding to
apprise the applicable Dealers of any material adverse
change in its consolidated financial position or its
business operations.
H. 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.
I. 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.
J. Appendix E (Form of the Notes) is hereby replaced in its entirety with
Appendix E attached hereto.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
The Company
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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
-----------------------------------------
Name: George E. Borst
Title: President and Chief Executive Officer
S-1
The Agent
- ---------
JPMorgan Chase Bank
Trinity Tower
9 Thomas More Street
London E1W 1YT
Telephone: 01202 347430
Fax: 01202 347601
Telex: 8954681 CMB G
Attention: Manager, Institutional Trust Services
By: /s/ Iain Cardew
----------------------------------------------
Name: Iain Cardew
Title: Assistant Treasurer
The Other Paying Agent
- ----------------------
J.P. Morgan 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/ Iain Cardew
----------------------------------------------
Name: Iain Cardew
Title: Attorney
S-2
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 the 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 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 September 30, 2003 (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 Fourth Amended and Restated Agency
Agreement dated as of October 1, 2002, as amended by an Amendment No. 1 dated
September 30, 2003 (collectively, the "Agency Agreement"), and made between
Toyota Motor Credit Corporation ("TMCC", which reference does not include the
subsidiaries of TMCC) and JPMorgan Chase 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).
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. The Notes, Receipts and Coupons 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. However, the Credit Support Agreements do not constitute
a direct or indirect guarantee by TMC or TFS thereof.
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
Appendix A-1
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
Appendix A-2
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
Appendix A-3
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 of the European Union which has not adopted the euro, and if specified in
the applicable Pricing Supplement, this Note shall permit redenomination and
exchange (as referenced 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. 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 an 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
Appendix A-4
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 Index 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
Appendix A-5
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
Appendix A-6
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.
(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
Appendix A-7
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 under the terms of an agreement (regardless of any
event of default or termination event thereunder) 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.
Appendix A-8
(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; and (ii) "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)
Appendix A-9
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
Appendix A-10
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 JPMorgan Chase
Bank, National Westminster Bank PLC, UBS Limited 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
Appendix A-11
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.
Appendix A-12
(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.
Appendix A-13
(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
Appendix A-14
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 notices 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 Maximum 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.
Appendix A-15
(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
Appendix A-16
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.
Appendix A-17
(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.
Appendix A-18
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;
Appendix A-19
(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
Appendix A-20
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 or any law implementing or
complying with, or introduced to conform to, such Directive, TMCC will
ensure that it maintains, if possible, 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
Appendix A-21
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 ("Tax") 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 which would not have been imposed but for (i) the
existence of any present or former connection between such Noteholder,
Receiptholder or Couponholder or any beneficial owner of a Note, Receipt,
or Coupon (or between a fiduciary, settlor, beneficiary, member or
shareholder of, or possessor of a power over, such Noteholder,
Receiptholder, Couponholder or beneficial owner, if such Noteholder,
Receiptholder, Couponholder or beneficial owner is an estate, trust,
partnership or corporation) and the United States, including, without
limitation, 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, Cou-ponholder's or beneficial owner's past or present
status as a personal holding company, passive foreign investment company,
foreign personal holding company, 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;
(c) any Tax 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 which is payable otherwise than by withholding from
payments of principal or interest in respect of the Notes, Receipts or
Coupons;
(e) any Tax 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 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;
(g) any Tax 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;
Appendix A-22
(h) any Tax 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 or any law implementing
or complying with, or introduced to conform to, such Directive; or
(i) any combination of items (a), (b), (c), (d), (e), (f), (g) and (h)
above;
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,
Appendix A-23
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
Appendix A-24
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;
Appendix A-25
(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
Appendix A-26
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.
Appendix A-27
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
Appendix A-28
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.
Appendix A-29
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 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
Appendix A-30
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, so long as the global
Notes for this Series are held in their entirety on behalf of Euroclear and
Clearstream, Luxembourg, there may 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;
provided that, for so long as the Notes are listed on a stock exchange or are
admitted to listing by another relevant authority and the rules of that stock
exchange or relevant authority so require, such notice will be published in a
daily newspaper of general circulation in the place or places required by that
stock exchange (or that relevant authority). Any notice delivered to Euroclear
and Clearstream, Luxembourg 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 into
euro 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.
Appendix A-31
ANNEX B TO APPENDIX D
FORM OF PRICING SUPPLEMENT
(TO BE COMPLETED BY THE HEAD MANAGER /DEALER AND EXECUTED BY THE COMPANY)
PRICING SUPPLEMENT DATED
TOYOTA MOTOR CREDIT CORPORATION
ISSUE OF [AGGREGATE NOMINAL AMOUNT OF TRANCHE] [TITLE OF NOTES] UNDER THE
U.S. $20,000,000,000 EURO MEDIUM-TERM NOTE PROGRAM
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 September 30, 2003. This Pricing Supplement contains the final terms of
the Notes and must be read in conjunction with such Offering Circular, including
all documents incorporated by reference therein.
The following alternative language applies if the first tranche of an issue
which is being increased was issued under an Offering Circular with an earlier
date.
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions (the "Conditions") set forth in the Offering Circular dated
[original date]. This Pricing supplement contains the final terms of the Notes
and must be read in conjunction with the Offering Circular dated [current date]
[and the supplemental Offering Circular dated __________________ ], save in
respect of the terms and conditions which are extracted from the Offering
Circular dated [original date] and are attached hereto.]
[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 from individual paragraphs or sub-paragraphs. Italics
denote directions for completing the Pricing Supplement.]
1. [(i)] Series Number: [ ]
[(ii) Tranche Number:] (If fungible with an [Delete if not applicable]
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. [i] Issue Price: [ ] per cent of the Aggregate Nominal
Amount [plus accrued interest from [insert date]
(in the case of fungible issues only, if
applicable)
[(ii) Net proceeds: [ ] (Required only for listed issues)
5. Specified Denominations: [ ](1)
- ----------
(1) Notes (including Notes denominated in Sterling) in respect of which the
issue proceeds are to be accepted by the issuer in the United Kingdom or
whose issue otherwise constitutes a contravention of S 19 of FSMA and which
have a maturity of less than one year must have a minimum redemption value
of (pound)100,000 (or its equivalent in other currencies).
Appendix D-1
6. [(i)] Issue Date: [ ]
[(ii) Interest Commencement Date (if [ ]
different from the Issue Date):]
7. Maturity Date: [ ]
8. Interest Basis: [ % Fixed Rate]
[specify reference rate] 3 /3 % Floating Rate]
[Zero Coupon]
[Index Linked Interest]
[Other (specify)]
(further particulars specified below)
9. Redemption/Payment Basis: [Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Installment]
[Other (specify)]
10. Change of Interest Basis or Redemption/Payment [Specify details of any provision for
Basis: convertibility 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/Not Applicable]
applicable, Dual Currency Notes, Index Linked (If not applicable, delete the remaining
Redemption Notes, Partly Paid Notes and sub-paragraphs of this paragraph)
Installment Notes):
(i) Fixed Rate[(s)] of Interest: [ ] per cent. per annum [payable
[annually/
semi-annually/quarterly/monthly] 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[(s)]]
(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 [London/specify others]
for purposes of "Business Day"
Definition:
(viii) Determination Dates: [ ] in each year (insert regular
interest payment dates, ignoring issue date or
maturity date in the case of a long or short
first or last coupon. N.B. only relevant where
Day Count Fraction is Actual/Actual (ISMA))
(ix) Other terms relating to the [Not Applicable/give details]
method of calculating interest
for Fixed Rate Notes:
14. Floating Rate Note Provisions (and, to the [Applicable/Not Applicable]
extent applicable, Dual Currency Notes, Index (If not applicable, delete the remaining
Linked Notes, Partly Paid Notes and Installment sub-paragraphs of this paragraph)
Notes):
(i) Specified Period(s)/Specified [ ]
Interest Payment Dates:
Appendix D-2
(ii) Business Day Convention: [Floating Rate Convention/Following Business
Day Convention/Modified Following Business Day
Convention/Preceding Business Day
Convention/Other (give details)]
(iii) Applicable Business Centers for [London/specify others]
purposes of "Business Day" Definition:
(iv) Manner in which the Rate(s) of [Screen Rate Determination/ISDA
Interest and Interest Amount is/are Determination/Other (give details)]
to be determined:
(v) Calculation Agent responsible for [ ]
calculating the Rate(s) of Interest
and Interest Amount(s) (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 "Interest Determination [Same as Condition 4(b)(iv)(F)/specify other]
Date" definition (if different from
that in Condition 4(b)(iv)(F)):
(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/Other (give details)]
(xii) Fall back provisions, rounding [ ] [ ]
provisions, denominator 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 [London/specify others]
purposes of "Business Day" Definition:
(vi) Calculation Agent responsible for [ ]
calculating the amount due (if not
the Agent):
Appendix D-3
16. Index Linked Interest Note Provisions: [Applicable/Not Applicable]
(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/Other (give details)]
(vi) Applicable Business Centers for [London/specify other]
purposes of "Business Day" definition:
(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 Provisions: [Applicable/Not Applicable]
(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 [Give details]
calculating Rate of Exchange:
(ii) Calculation Agent, if any, [ ]
responsible for calculating the
principal and/or interest due (if not
the Agent):
(iii) Provisions applicable where [ ]
calculation by reference to Rate(s)
of Exchange is impossible or
impractical:
(iv) Person at whose option Specified [ ]
Currency(ies) is/are payable:
PROVISIONS RELATING TO REDEMPTION
Appendix D-4
19. TMCC's Optional Redemption: [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) of each [ ]
Note and method, if any, of
calculation of such amount(s):
(iii) If redeemable in part:
(a) Minimum Redemption Amount: [ ]
(b) Maximum Redemption Amount: [ ]
(iv) The applicable period for notice to [Same as Condition 5(d)/specify other]
Noteholders (if different from that
set out in Condition 5(d)):
(v) The applicable period for notice to [Same as Condition 5(d)/specify other]
the Agent (if different from that
set out in Condition 5(d)):
20. Redemption at the option of the Noteholders: [Applicable/Not Applicable]
(If not applicable, delete the remaining
sub-paragraphs of this paragraph)
(i) Optional Redemption Date(s): [ ]
(ii) Optional Redemption Amount(s) of each [ ] per Note of [ ] specified
Note and method, if any, of denomination
calculation of such amount(s):
(iii) Notice Period [ ]
(iv) Other details: [ ]
21. Final Redemption Amount of each Note: [ ] per Note of [ ] specified
denomination/other/see Appendix]
22. Early Redemption Amount(s) of each Note 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,
Luxem-bourg 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/ Other (give details)]
[Temporary Global Note exchangeable for
definitive notes on and after the Exchange
Date.]
Appendix D-5
24. Financial Center(s) or other special provisions [Not Applicable/give details. Note that this
relating to Payment Dates: item relates to the date and place of payment,
and not interest period end dates, to which
items [13(ii), 14(ii) and 16(v) relates] ]
25. Talons for future Coupons or Receipts to be [Yes/No]
attached to definitive Notes (and dates on which (If yes, give details)
such Talons mature):
26. Details relating to Partly Paid Notes: [Not Applicable/give details]
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:
27. Details relating to Installment Notes: amount of [Not Applicable/give details]
each installment, date on which each payment is
to be made
28. Whether the Notes will be subject to [Yes/No]
redenomination or exchange into euro: (If yes, specify particular provision(s)
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 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 Fourth Amended and
Restated Program Agreement dated October 1,
2002, as amended by Amendment No. 1 dated
September 30, 2003 [and the Syndicate Purchase
Agreement dated [ ], among the Dealers and
the Company].
OPERATIONAL INFORMATION
36. ISIN Code: [ ]
Appendix D-6
37. Common Code: [ ]
38. Any clearing system(s) other than Euroclear Bank [Not Applicable/give name(s) and number(s)]
S.A./ N.V. and Clearstream Banking societe
anonyme and the relevant identification
numbers(s):
39. Delivery: Delivery [against/free of] payment
40. Additional Paying Agent(s) (if any): [ ]
Acceptance on behalf of TMCC of the terms of the
Pricing Supplement as of the date above first written:
TOYOTA MOTOR CREDIT CORPORATION
By
cc: JPMorgan Chase Bank
[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. $20,000,000,000 Euro Medium-Term Note Program of Toyota Motor Credit
Corporation (as from [insert date]).
JPMORGAN CHASE BANK
(As Agent)
By: ]
------------------------------------------------------
Appendix D-7
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 INTERNATIONAL BNP PARIBAS CREDIT SUISSE FIRST BOSTON
Merrill Lynch Financial Centre 10 Harewood Avenue (EUROPE) LIMITED
2 King Edward Street London NW1 6AA One Cabot Square
London EC1A 1HQ Telephone: 0207 595 2000 Canary Wharf
Telephone: 0207 995 3995 Telefax: 0207 595 2555 London E14 4QJ
Telefax: 0207 995 4327 Attn: Euro Medium Term Note Desk Telephone: 0207 888 4021
Attn: EMTN Trading and Telefax: 0207 888 3719
Distribution Desk Attn: MTN Trading Desk
DRESDNER BANK AKTIENGESELLSCHAFT J.P. MORGAN SECURITIES LTD. MORGAN STANLEY & CO. INTERNATIONAL
Jurgen-Ponto-Platz 1 125 London Wall LIMITED
60301 Frankfurt am Main London EC2Y 5AJ 25 Cabot Square
Federal Republic of Germany Telephone: 0207 779 3469 Canary Wharf
Telephone: 0207 475 4375 Telefax: 0207 777 9153 London E14 4QA
Telefax: 0207 475 6051 Attn: Euro Medium Term Note Desk Telephone: 0207 677 7799
Attn: MTN-Desk Telefax: 0207 677 7999
Attn: Debt Capital Markets--Head of
Transaction Management Group
NOMURA INTERNATIONAL PLC UBS LIMITED
Nomura House 100 Liverpool Street
1 St. Martin's-le-Grand London EC2M 2RH
London EC1A 4NP Telephone: 0207 567 2479
Telephone: 0207 236 8056 Telefax: 0207 568 3349
Telefax: 0207 521 2616 Attn: MTNs and Private Placements
Attn: MTN Trading
Appendix D-8
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, Luxembourg.
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 from Euroclear or
Clearstream, Luxembourg. 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, Luxembourg, 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, Luxembourg (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 JPMorgan Chase 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 Fourth Amended and Restated Agency Agreement
dated as of October 1, 2002, as amended by an Amendment No. 1 dated September
30, 2003 (collectively, the "Agency Agreement"), and made between TMCC, the
Agent and the other
Appendix E-1
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, Luxembourg, and any reference herein to Euroclear and/or
Clearstream, Luxembourg shall, whenever the context so permits, be deemed to
include such other additional or alternative clearing system.
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 sections referred to in such legend provide that United States
Noteholders, 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.
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)."
This legend is required by the United States information reporting and
backup withholding rules.
Appendix E-2