FIRST AMENDMENT TO
SIXTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT, dated
as of February 19, 2002 (this "Amendment"), is entered into by and among
TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed on the
signature pages hereof (the "Banks") and BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent"), and amends that certain
Sixth Amended and Restated 364-Day Credit Agreement, dated as of September
13, 2001 (as the same is in effect immediately prior to the effectiveness of
this Amendment, the "Existing Credit Agreement" and as the same may be
amended, supplemented or modified and in effect from time to time, the
"Credit Agreement"), among the Borrower, the Banks and the Administrative
Agent.
W I T N E S S E T H
WHEREAS, the Borrower has requested that the Administrative Agent and the
Banks delete one of the representations and warranties contained in the
Existing Credit Agreement as set forth below; and
WHEREAS, the Administrative Agent and the Banks are willing to agree to so
amend the Existing Credit Agreement on the terms and subject to the
conditions set forth below;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements set forth below and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Existing Credit
Agreement shall have the meaning assigned to such term in the Existing Credit
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 Existing Credit Agreement shall
from and after the date hereof refer to the Existing Credit Agreement as
amended hereby.
SECTION 2. Amendment of the Existing Credit Agreement.
(a) Section 3.2(d) of the Existing Credit Agreement is hereby amended by
replacing "Sections 4.4(c), 4.5 and 4.12" with "Sections 4.5 and 4.12".
(b) Section 4.4(c) of the Existing Credit Agreement is hereby deleted in its
entirety.
SECTION 3. 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
Existing Credit Agreement, both before and after giving effect to this
Amendment, is true and correct as though made on and as of such date.
SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. Counterparts, Effectiveness. This Amendment 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 Amendment shall become effective as of the date hereof when the
Administrative Agent shall have received (a) 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
Administrative Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party) and (b) all documents the Administrative Agent may reasonably request
relating to the existence of the Borrower, the corporate authority for and
the validity of this Amendment, and any other matters relevant hereto, all in
form and substance satisfactory to the Administrative Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Deputy General Manager
CITICORP USA, INC.
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Director
XX XXXXXX XXXXX BANK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
ING (U.S.) CAPITAL LLC
By: /s/ Xxx Xxxxxxxxxx
Name: Xxx Xxxxxxxxxx
Title: Managing Director
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Associate
By: /s/ Xxxx X'Xxxx
Name: Xxxx X'Xxxx
Title: Director
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ X. Xxxxxx Beaudouin
Name: X. Xxxxxx Xxxxxxxxx
Title: Director
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Associate
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Vice President & Manager
UFJ BANK LIMITED
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President &
Deputy General Manager
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
ABN AMRO BANK N.V.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Group Vice President
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
BANK ONE, NA
By: /s/ Tohru Yasumaru
Name: Tohru Yasumaru
Title: Director
BARCLAYS BANK PLC
By: /s/ L. Xxxxx Xxxxxx
Name: L. Xxxxx Xxxxxx
Title: Director
BNP PARIBAS
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx, CFA
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Peetzen
Name: Xxxxxxx X. Peetzen
Title: Director
MELLON BANK, N.A.
By: /s/ Xxxxxxxx X. Xxxx
Name: Xxxxxxxx X. Xxxx
Title: First Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH
By: /s/ Toshiyuki Futaoka
Name: Toshiyuki Futaoka
Title: Joint General Manager
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. Saint
Name: Xxxxxxx X. Saint
Title: Associate Director,
Banking Products
Services, US
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Associate Director,
Banking Products
Services, US
THE BANK OF NEW YORK
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
HSBC BANK USA
By: /s/ Xxxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxxx X. Xxxxx
Title: First Vice President
XXXXXXX XXXXX BANK USA
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION
By:
Name:
Title:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/ C. Xxxxxxxx X. Xxxxx
Name: C. Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
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