AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT

Exhibit 10.3

EXECUTION COPY

AMENDMENT NO. 1 TO THE

FIVE YEAR CREDIT AGREEMENT

Dated as of March 1, 2012

AMENDMENT NO. 1 TO THE FIVE YEAR CREDIT AGREEMENT among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA KREDITBANK GMBH , a corporation organized under the laws of Germany (“TKG”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA LEASING GMBH, a corporation organized under the laws of Germany (“TLG” and, together with TMFNL, TMCC, TFSUK, TKG, TCPR and TCCI, the “Borrowers”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (each, a “Lender”, and collectively, the “Lenders”) and BNP PARIBAS, as Administrative Agent.

PRELIMINARY STATEMENTS:

(1)           The Borrowers, the Lenders and the Administrative Agent have entered into a Five Year Credit Agreement dated as of March 1, 2011 (the “Credit Agreement”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2)           The Borrowers wish to amend the Credit Agreement as hereinafter set forth.  The Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrowers and the Borrowers, the Required Lenders and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth.

(3)           The Borrowers have, in accordance with Section 2.13 of the Credit Agreement, requested an extension of the Revolving Maturity Date currently in effect by one year.  The Borrowers have agreed to amend certain of the pricing terms applicable to Consenting Lenders, and have requested that Lenders indicate their willingness to become Consenting Lenders by executing this Amendment.

SECTION 1. Amendments to Credit Agreement.  The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, hereby amended as follows:

(a)           A definition of “2012 Consenting Lender” is added to Section 1.1 in appropriate alphabetical order to read as follows:

“2012 Consenting Lender” means each Lender that agrees to become a Consenting Lender in response to the request by the Borrowers, dated January 25, 2012, to extend the Revolving Maturity Date by one year, to March 1, 2017.

(b)           The definition of “Applicable Minimum/Maximum Rate” in Section 1.1 is amended in full as follows:

“Applicable Minimum/Maximum Rate” means, as of any day (a) in respect of all Loans made by Lenders that are not 2012 Consenting Lenders, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Xxxxx’x	Applicable Minimum Rate	Applicable Maximum Rate
Level 1 At least AA/Aa2	0.875%	1.625%
Xxxxx 0 Less than Level 1 but at least A/A2	1.000%	1.750%
Xxxxx 0 Xxxx xxxx Xxxxx 0	1.125%	2.000%

and (b) in respect of all Loans made by 2012 Consenting Lenders, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Xxxxx’x	Applicable Minimum Rate	Applicable Maximum Rate
Level 1 At least AA/Aa2	1.000%	2.000%
Xxxxx 0 Less than Level 1 but at least A/A2	1.250%	2.250%
Xxxxx 0 Xxxx xxxx Xxxxx 0	1.500%	2.500%

(c)           The definition of “Regulatory Change” in Section 1.1 is amended in full as follows:

“Regulatory Change” shall mean, with respect to any Lender, the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith.  For the avoidance of doubt, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted, issued, promulgated or implemented.

(d)           Section 6.7 is amended by deleting the phrase “including, without limitation, the refunding of its maturing commercial paper”.

(e)           The proviso to the definition of “Eligible Assignee” in Section 9.7(i) is amended in full as follows:

provided that, notwithstanding the foregoing (x) no Person shall qualify as an Eligible Assignee without the approval of each Swing Line Lender (such approval not to be unreasonably withheld or delayed), (y) “Eligible Assignee” shall not include a Borrower or any of the Borrowers’ Affiliates and (z) “Eligible Assignee” shall not include any Person that is not a regulated lending institution in the United States, Canada, Japan, Australia or the European Union.

SECTION 2. Conditions of Effectiveness.  This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by each Borrower and the Required Lenders.  This Amendment is subject to the provisions of Section 9.1 of the Credit Agreement.

SECTION 3. Representations and Warranties of the Borrowers.  Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) The representations and warranties made by such Borrower contained in Article V of the Credit Agreement are true and correct with the same effect as if made on and as of the date of this Amendment, except where such representations and warranties specifically refer to an earlier date in which case they shall be true and correct as of such earlier date and provided that Section 5.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements delivered in accordance with Section 6.1(a) and, in the case of TMCC and TCPR, Section 6.1(b) of the Credit Agreement.

(b) No Default with respect to such Borrower exists.

SECTION 4. Consent to Extension of Revolving Maturity Date.  Each Lender that desires to become a 2012 Consenting Lender shall so indicate on its signature page to this Amendment, whereupon, subject to the conditions set forth in Section 2.13 of the Credit Agreement, the Revolving Maturity Date for each 2012 Consenting Lender shall be extended to March 1, 2017.

SECTION 5. Change of Notice Address.  Each Borrower hereby gives notice that the “Attention” line in each address for notices to Toyota Motor Credit Corporation set forth in Section 9.2 of the Credit Agreement is revised to replace “Xxxxx Xxxxxx, Business Strategy Manager and Xxxx Xxxxxx, Assistant Global Treasurer’ with “Xxxxx Xxxxxxx, Treasury Manager and Xxxx Xxxxxx, Assistant Global Treasurer”.  TMFNL hereby gives notice that its address set forth in Section 9.2 of the Credit Agreement is amended in full to read as follows:

World Xxxxx Xxxxxx Xxxxxxxxx

Xxxxx X, Xxxxx 00, Xxxxxxxxx 00

0000 XX Xxxxxxxxx

The Netherlands

Attention: Chief Finance Officer

Telephone: 00 00 000 0000

Telefax: 31 20 502 5319

SECTION 6. Reference to and Effect on the Credit Agreement and the Notes.  (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, and this Amendment shall be deemed to be a Loan Document.

(b) The Credit Agreement and the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

SECTION 7. Costs and Expenses.  TMCC agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.4 of the Credit Agreement.

SECTION 8. Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other elctronic means shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9. Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or representatives thereunto duly authorized, as of the date first above written.

	TOYOTA MOTOR CREDIT CORPORATION
	By:	/s/ Xxx Xxx
	Name:	Xxx Xxx
	Title:	Vice President – Treasury, Finance & Analytics
	TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.
	By:	/s/ Yoriyuki Hirayama
	Name:	Yoriyuki Hirayama
	Title:	CEO
	TOYOTA FINANCIAL SERVICES (UK) PLC
	By:	/s/ Xxx Xxxxxx
	Name:	Xxx Xxxxxx
	Title:	General Counsel
	TOYOTA CREDIT DE PUERTO RICO CORP.
	By:	/s/ Xxx Xxx
	Name:	Xxx Xxx
	Title:	Vice President – Treasury, Finance & Analytics, Toyota Motor Credit Corporation
	TOYOTA CREDIT CANADA INC.
	By:	/s/ Xxxxxxxx Xxxxxxxxx
	Name:	Xxxxxxxx Xxxxxxxxx
	Title:	Vice President – Finance
	TOYOTA KREDITBANK GMBH
	By:	/s/Xxxxxxxxx Xxxxx
	Name:	Xxxxxxxxx Xxxxx
	Title:	Managing Director
	By:	/s/ Xxx Xxxxxxx
	Name:	Xxx Xxxxxxx
	Title:	Managing Director

	TOYOTA LEASING GMBH
	By:	/s/ X. Xxxxx
	Name:	X. Xxxxx
	Title:	Managing Director
	By:	/s/ W. Jio
	Name:	W. Jio
	Title:	Managing Director

	Accepted and agreed:
	BNP PARIBAS,
	as Administrative Agent, as a Lender and
	as a 2012 Consenting Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director
	By:	/s/ Xxxxxx-Xxxxxx Xxxxx
	Name:	Xxxxxx-Xxxxxx Xxxxx
	Title:	Managing Director
	BNP PARIBAS (CANADA),
	as Canadian Sub-Agent, as a Lender and
	as a 2012 Consenting Lender
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director – Corporate Banking
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title:	Director – Corporate Banking

	CITIBANK, N.A., as
	a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President
	CITIBANK, N.A., CANADIAN BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Niyousha Zarinpour
	Name:	Niyousha Zarinpour
	Title:	Authorised Signer

	BANK OF AMERICA, N.A.,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Managing Director
	BANK OF AMERICA, N.A., CANADIAN BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxx Sales xx Xxxxxxx
	Name:	Xxxxxx Sales xx Xxxxxxx
	Title:	Vice President

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Akira Ryu
	Name:	Akira Ryu
	Title:	Managing Director
	BANK OF TOKYO-MITSUBISHI UFJ
	(CANADA),
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxx Xxxxxxxxx
	Name:	Xxxxx Xxxxxxxxx
	Title:	Vice President

	HSBC BANK USA, NATIONAL ASSOCIATION,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxxxxxx Xxxxx
	Name:	Xxxxxxxxxxx Xxxxx
	Title:	Senior Vice President, #9426

	XX XXXXXX XXXXX BANK N.A.,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Vice President

	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxx Xxxxxx
	Name:	Xxxxxxx Xxxxxx
	Title:	Director
	By:	/s/ Konstantinos Karabalis
	Name:	Konstantinos Karabalis
	Title:	Deputy General Manager
	By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Assistant Manager
	SUMITOMO MITSUI BANKING CORPORATION,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Joint General Manager
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Assistant Manager
	Dusseldorf Branch
	SUMITOMO MITSUI BANKING
	CORPORATION OF CANADA,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Yusuke Ono
	Name:	Yusuke Ono
	Title:	Senior Vice President
	THE SUMITOMO TRUST & BANKING CO.,
	Ltd., NEW YORK BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Vice President and Manager

	ROYAL BANK OF CANADA,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxxx Majesty
	Name:	Xxxxxxxx Majesty
	Title:	Authorized Signatory
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Attorney-in-Fact
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Managing Director

	DEUTSCHE BANK AG
	NEW YORK BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx-Xxxxx Xxxxxx
	Name:	Xxxx-Xxxxx Xxxxxx
	Title:	Director
	By:	/s/ Xxxx X. Xxx
	Name:	Xxxx X. Xxx
	Title:	Vice President
	DEUTSCHE BANK AG
	CANADA BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx X. Xxxxxx
	Name:	Xxxx X. Xxxxxx
	Title:	Managing Director & Principal Officer
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title:	Assistant Vice President

	MIZUHO CORPORATE BANK, LTD., LOS ANGELES BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxxxxx Xxxxxxxx
	Name:	Xxxxxxxxxx Xxxxxxxx
	Title:	Joint General Manager
	MIZUHO CORPORATE BANK, LTD., CANADA BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Kazuoki Okuma
	Name:	Kazuoki Okuma
	Title:	Joint General Manager

	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title:	Director

	BARCLAYS BANK PLC,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	Vice President

	UBS LOAN FINANCE LLC,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx X. Xxxx
	Name:	Xxxx X. Xxxx
	Title:	Associate Director
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Associate Director

	XXXXXX XXXXXXX SENIOR FUNDING INC.,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Vice President

	THE TORONTO DOMINION BANK,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Authorized Signatory

	ING BANK N.V. DUBLIN BRANCH,
	as a Lender
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Vice President
	By:	/s/ Xxxx Xxxxxxx
	Name:	Xxxx Xxxxxxx
	Title:	Director

	BANK OF MONTREAL,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxx-Xxxxxxx xxx Xxxxxx
	Name:	Xxxx-Xxxxxxx xxx Xxxxxx
	Title:	Managing Director
	By:	/s/ Xxx Xxxxxx
	Name:	Xxx Xxxxxx
	Title:	Vice President, Chicago Branch
	By:	/s/ Xxxx Xxxxxx
	Name:	Xxxx Xxxxxx
	Title:	Vice President

	CIBC INC.,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Executive Director
	By:	/s/ Xxxx Xxxxx
	Name:	Xxxx Xxxxx
	Title:	Executive Director
	CANADIAN IMPERIAL BANK OF COMMERCE,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director
	By:	/s/ Geraint Breeze
	Name:	Geraint Breeze
	Title:	Executive Director

	SOCIETE GENERALE,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxx Xxxx
	Name:	Xxx Xxxx
	Title:	Director

	FIFTH THIRD BANK,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Vice President

	XXXXX FARGO BANK, N.A.,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ S. Xxxxxxx St. Geme
	Name:	S. Xxxxxxx St. Geme
	Title:	Managing Director

	THE BANK OF NEW YORK MELLON,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Managing Director

	COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxx Wesemeier
	Name:	Xxxxx Wesemeier
	Title:	Vice President
	By:	/s/ Xxxxxx Xxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxx
	Title:	Assistant Vice President

	MITSUBISHI UFJ TRUST AND BANKING CORPORATION,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	Senior Vice President

	INTESA SANPAOLO S.P.A., NEW YORK BRANCH,
	as a Lender and as a 2012 Consenting Lender
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Head of Business and FVP
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title:	AVP