EXHIBIT A-2 FORM OF SWING LINE LOAN NOTICE
EXHIBIT
A-2
FORM
OF SWING LINE LOAN NOTICE
Date: ___________,
_____
To:
|
Bank
of America, N.A., as Swing Line
Agent
|
|
Bank
of America, N.A., as Administrative
Agent
|
Ladies
and Gentlemen:
|
Reference is made to that certain 364
Day Credit Agreement, dated as of March 6, 2009 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Toyota Motor
Finance (Netherlands) B.V., a corporation organized under the laws of the
Netherlands, Toyota Motor Credit Corporation, a California corporation, Toyota
Financial Services (UK) PLC, a corporation organized under the laws of England,
Toyota Leasing GmbH, a corporation organized under the laws of Germany, Toyota
Credit de Puerto Rico Corp., a corporation organized under the laws of Puerto
Rico, Toyota Credit Canada Inc., a corporation organized under the laws of
Canada, Toyota Kreditbank GmbH, a corporation organized under the laws of
Germany, the Lenders from time to time party thereto, Bank of America, N.A., as
Administrative Agent, Swing Line Agent and Swing Line Lender, Banc of America
Securities LLC, Citigroup Global Markets Inc. and The Bank of Tokyo-Mitsubishi
UFJ, Ltd., as Joint Lead Arrangers and Joint Book Managers, Citibank, N.A., as
Swing Line Lender, and Citibank, N.A. and The Bank of Tokyo-Mitsubishi UFJ,
Ltd., as Syndication Agents.
The
undersigned hereby requests a Swing Line Loan:
1. On ___________________________
(a Business Day).
2. In
the amount of [US$][CDN$][€][£] _______ .
The Swing
Line Borrowing requested herein complies with the requirements of the provisos
to the first sentence of Section 2.16(a) of
the Agreement.
The
undersigned hereby represents and warrants that the conditions set forth in
Section 4.2(a)
and (b) have
been satisfied on and as of the date the Committed Loans are borrowed,
including, without limitation, that the Borrowing is within the Committed
Borrower’s corporate powers, has been duly authorized by all necessary corporate
action, and the amount of the Committed Borrowing does not exceed such
authorization.
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
MOTOR CREDIT CORPORATION]
[TOYOTA
FINANCIAL SERVICES (UK) PLC]
[TOYOTA
KREDITBANK GMBH]
A-2-1
Form of Swing Loan Notice
[TOYOTA
LEASING GMBH]
[as
Borrowers’ Representative for]
[TOYOTA
MOTOR CREDIT CORPORATION]
[TOYOTA
CREDIT DE PUERTO RICO CORP.]
[TOYOTA
CREDIT CANADA INC.]
By:
_________________________________
Name:
_______________________________
Title: ________________________________
A-2-2
Form of Swing Loan Notice