Exhibit 10.5 (h)
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 22, 1998 among
TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed on the
signature pages hereof (the "Banks") and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a 364-Day Credit
Agreement dated as of September 29, 1994 and amended and restated as of
September 23, 1997 (the "Agreement");
WHEREAS, no Loans are outstanding under the Agreement at the date hereof; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth herein
and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement shall have
the meaning assigned to such term in the Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Agreement shall from and after the date hereof refer to the
Agreement as amended hereby. The term "Note" defined in the Agreement shall
include from and after the date hereof each of the New Notes as defined
below.
SECTION 2. Amendment of the Agreement.
(a) Each reference to "1996" in the definition of "Borrower's 1996
Form 10-K" and in Section 4.04(a) is changed to "1997".
(b) Each reference to "1997" in the definition of "Borrower's
Latest Form 10-Q" and in Sections 4.04(b) and (c) is changed to "1998".
(c) The date "September 22, 1998" appearing in the definition of
"Termination Date" is changed to "September 21, 1999".
(d) The definition of "CD Margin" in Section 2.07(b) is amended to
read as follows:
"CD Margin" means 0.235% per annum.
(e) The definition of "Euro-Dollar Margin" in Section 2.07(c) is
amended to read as follows:
"Euro-Dollar Margin" means 0.11% per annum.
(f) The first sentence of Section 2.08 is amended in its entirety
to read as follows:
The Borrower shall pay to the Agent for the account of the
Banks ratably a facility fee at the rate of 0.04% per annum.
SECTION 3. Changes in Commitments. The aggregate amount of the Commitments is
increased to $2,000,000,000. With effect from and including the date this
Amended and Restated Credit Agreement becomes effective in accordance with
Section 6 hereof, (a) each Person listed on the signature pages hereof which
is not a party to the Agreement (a "New Bank") shall each become a Bank party
to the Agreement and (b) the Commitment of each Bank shall be the amount set
forth opposite the name of such Bank on the signature pages hereof, as such
amount may be reduced from time to time pursuant to Section 2.09 of the
Agreement. Any Bank whose commitment is changed to zero shall upon such
effectiveness cease to be a Bank party to the Agreement, and all accrued fees
and other amounts payable under the Agreement for the account of such Bank
shall be due and payable on such date; provided that the provisions of
Section 9.03 of the Agreement shall continue to inure to the benefit of each
such Bank.
SECTION 4. Representations and Warranties. The Borrower hereby represents and
warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in
the Agreement after giving effect to this Amended and Restated Credit
Agreement is true and correct as though made on and as of such date.
SECTION 5. Governing Law. This Amended and Restated Credit Agreement shall be
governed by and construed in accordance with the laws of the State of New
York.
SECTION 6. Counterparts; Effectiveness. This Amended and Restated Credit
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Amended and Restated Credit Agreement
shall become effective as of the date hereof when the Agent shall have
received (i) duly executed counterparts hereof signed by the Borrower and the
Banks (or, in the case of any party as to which an executed counterpart shall
not have been received, the Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a counterpart
hereof by such party), (ii) a duly executed Note for each of the New Banks (a
"New Note") dated on or before the date of effectiveness hereof and otherwise
in compliance with Section 2.05 of the Agreement, and (iii) an opinion of the
General Counsel of the Borrower (or such other counsel for the Borrower as
may be acceptable to the Agent) substantially in the form of Exhibit E to the
Agreement with reference to this Amended and Restated Credit Agreement and
the Agreement as amended and restated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
Credit Agreement to be duly executed as of the date first above written.
TOYOTA MOTOR CREDIT CORPORATION
By: /S/ Xxxxxx X. Xxxxx
---------------------------
Title: Senior Vice President &
General Manager
Commitments
------------
$195,000,000 XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /S/ Xxxxxx Xxxxxxxxx
---------------------------
Title: Vice President
$195,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /S/ Xxxxxxx Xxxxxxxx
---------------------------
Title: Vice President
$195,000,000 THE BANK OF TOKYO-MITSUBISHI, LTD.
LOS ANGELES BRANCH
By: /S/ Xxxxxx Xxxxxx
---------------------------
Title: Deputy General Manager
$195,000,000 THE CHASE MANHATTAN BANK
By: /S/ Xxxxxxx Xxxxxx
---------------------------
Title: Managing Director
$195,000,000 CITICORP USA, INC.
By: /S/ Xxxxx Xxx
---------------------------
Title: Attorney-in-fact
$195,000,000 CREDIT SUISSE FIRST BOSTON
By: /S/ Xxxxx X. Xxxxx
---------------------------
Title: Director
By: /S/ Xxxxxxx X. Xxxxxxx
---------------------------
Title: Vice President
$140,000,000 UBS AG, STAMFORD BRANCH
By: /S/ Xxxxx X. Xxxx
---------------------------
Title: Executive Director Loan
Portfolio Support, US
By: /S/ Xxxxxxx XxXxxxxx
---------------------------
Title: Associate Director Loan
Portfolio Support, US
$100,000,000 ABN AMRO BANK, N.V., LOS ANGELES
INTERNATIONAL BRANCH
By: /S/ Xxxxxx X. Xxxxxxx
---------------------------
Title: Vice President
By: /S/ Xxxxxxxx X. Xxxxxx
---------------------------
Title: Senior Vice President
Branch Manager
$100,000,000 PARIBAS
By: /S/ Xxxxx X. Xxxxxx
---------------------------
Title: Vice President
By: /S/ Xxxxx X. Xxxxx
---------------------------
Title: Vice President
$100,000,000 BARCLAYS BANK PLC
By: /S/ L. Xxxxx Xxxxxx
---------------------------
Title: Associate Director
$100,000,000 BBL INTERNATIONAL (U.K.) LTD.
By: /S/ X.X. Xxxxxxx
---------------------------
Title: Authorized Signatory
By: /S/ X. Xxxxxx
---------------------------
Title: Authorized Signatory
$100,000,000 MELLON BANK, N.A.
By: /S/ Xxxx X. Xxxxxx
---------------------------
Title: Vice President
$70,000,000 DEUTSCHE BANK AG, NEW YORK
BRANCH / CAYMAN ISLANDS BRANCH
By: /S/ Wolf X. Xxxxx
---------------------------
Title: Vice President
By: /S/ Xxxxxx Xxxxx
---------------------------
Title: Assistant Vice President
$40,000,000 THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By: /S/ Tadashi Kawai
---------------------------
Title: Senior Vice President
$40,000,000 THE SANWA BANK, LIMITED
LOS ANGELES BRANCH
By: /S/ Xxxxxxx Xxxxxxxx
---------------------------
Title: Senior Vice President
$40,000,000 THE TOKAI BANK, LIMITED,
LOS ANGELES AGENCY
By: /S/ Xxxxxx Xxxxxx
---------------------------
Title: Assistant General Manager
$0 THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED LOS ANGELES AGENCY
By: /S/ Xxxxxxxx Xxxxxxxx
---------------------------
Title: Deputy General Manager
-----------------
Total Commitments
$2,000,000,000
=================
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /S/ Xxxxxx Xxxxxxxxx
---------------------------
Title: Vice President