Exhibit 10.13
CREDIT SUPPORT FEE AGREEMENT
THIS AGREEMENT is made as of March 30, 2001 by and between
1. TOYOTA FINANCIAL SERVICES CORPORATION, a Japanese corporation having
its principal office at 00-00, Xxxxxxx 0-xxxxx, Xxxx-xx, Xxxxxx Xxxx,
Xxxxx Xxxxxxxxxx, Xxxxx ("TFS"); and
2. TOYOTA MOTOR CREDIT CORPORATION, a U.S. corporation having its
principal office at 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx
00000, X.X.X. ("TMCC").
WHEREBY, it is agreed as follows:
Section 1. Definitions
As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):
a."Business Day" means a day on which banks and foreign exchange markets
are open for business in Tokyo and New York.
b."Credit Support Agreement" means the Credit Support Agreement dated
October 1, 2000 made by and between TFS and TMCC.
c."Other Currency" means any lawful currency that is freely transferable
and convertible into US Dollar.
d."Payment Date" means the last day of each Reference Period.
e."Reference Period" means a six month period commencing on
April 1 or October 1 of each calendar year, provided that:
(i) if the last day of any Reference Period falls on a day which is not a
Business Day, the next succeeding Business Day shall be the last day of
such Reference Period; and
(ii) any subsequent Reference Period shall commence on the last day of
the then current Reference Period.
f."Securities" shall have the same meaning as defined in clause 1 of the
Credit Support Agreement.
Section 2. Credit Support Fee
TMCC shall, in connection with the Credit Support Agreement, make payment
to TFS in the form of a credit support fee (the "Credit Support Fee") in
US Dollars for each Reference Period not later than 30 days after the
relevant Payment Date, at the rate of 0.05% per weighted average
outstanding amount of all of the Securities, so long as such Securities
are issued under the programs, agreements or other arrangements that have
been implemented and have the benefit of the Credit Support Agreement.
In calculating the amount of Credit Support Fee, the following conditions
are to be met:
a) The amount of Credit Support Fee shall be computed on the basis of a
year of 365/6 days for the actual number of days elapsed.
b) In calculating the number of days elapsed in a Reference Period, the
first day shall be included and the last day excluded.
c) The issue date shall be included and the maturity date excluded in
calculating the number of days elapsed in a Reference Period in respect
of the Securities.
d) The US Dollar equivalent of Securities outstanding in any Other
Currency shall be conclusively determined by TFS.
e) Fractions of the amount of Credit Support Fee as a result of the above
calculation shall be excluded from the amount to be paid by TMCC to TFS.
Section 3. Tax Matters
TFS and TMCC acknowledge and agree that the payment of the Credit Support
Fee shall be made without deduction or withholding for or on account of
present or future taxes (including any interest and penalties) unless
such deduction or withholding is required by any applicable law or
interpretation thereof, in which case, TMCC shall pay to TFS, in addition
to the Credit Support Fee, such additional amount as is necessary to
ensure that the net amount received by TFS will equal the full amount TFS
would have received had no such deduction or withholding been required.
TMCC will remit any required deductions or withholdings on behalf of TFS
to the appropriate governmental authority within the applicable time
periods.
Section 4. Modifications
This Agreement may be modified or amended only by the written agreement
of TFS and TMCC. Such written agreement shall not be valid unless this
Agreement is attached and referenced thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly
authorised as of the day and year first above written.
TOYOTA FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Representative Director
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
Representative Director
