Exhibit 10.1(c)
AMENDMENT NO. 2 TO OPERATING AGREEMENT
This Amendment No. 2 dated December 1, 1997 (the "Amendment") to the
Operating Agreement dated January 16, 1984, as amended by an Amendment No. 1
dated May 14, 1996 (the "Agreement") by and among Toyota Motor Sales, U.S.A.,
Inc. ("TMS USA"), a California corporation, Toyota Motor Credit Corporation
("TMCC"), a California corporation and Toyota Motor Manufacturing North
America, Inc., a Kentucky corporation ("TMMNA"), is entered into with
reference to the following facts:
WHEREAS, TMS USA and TMCC entered into an agreement dated as of
January 16, 1984 by which TMS agreed, among other things, to provide a fixed
charge coverage covenant and to make certain other agreements with TMCC; and
WHEREAS, TMS USA and TMCC now desire to amend the Agreement to make TMMNA
a party with respect to certain of the obligations of TMS USA to TMCC.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
herein contained, the parties hereto agree as follows:
A. Section 6 of the Agreement is hereby amended and restated in its
entirety as follows:
"6. TMS USA and TMMNA will each provide necessary equity
contributions or any other financial mechanism it deems appropriate under the
circumstances to assure that TMCC, on a consolidated basis, maintains a
minimum coverage on fixed charges of 1.10 times such charges in any fiscal
quarter."
B. Section 8 of the Agreement is hereby amended and restated in its
entirety as follows:
"8. Any loans made by either TMS USA or TMMNA to TMCC will be
subordinated at all times to all other indebtedness of TMCC."
C. Section 10 of the Agreement is hereby amended and restated in its
entirety as follows:
"10. This agreement is not a guaranty by TMS USA or by TMMNA of any
receivables, debts or liabilities of TMCC."
D. Except as specifically set forth herein, all other provisions of the
Agreement shall remain in full force and effect.
E. The provisions of this Amendment shall become effective only at such
time as all TMCC commercial paper issued prior to the date of this Amendment
ceases to be outstanding. Until such time, the provisions of the Agreement,
without taking into account the changes effected by this Amendment, shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective officers thereunto duly authorized
as of the day and year first above written.
TOYOTA MOTOR SALES, U.S.A., INC.
By: /S/ XXXXXXX X. XXXX
----------------------------
Name: Xxxxxxx X. Xxxx
Title: Senior Vice President
and Secretary
TOYOTA MOTOR MANUFACTURING
NORTH AMERICA, INC.
By: /S/ XXXXX XXXXXXX
----------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President and Treasurer
TOYOTA MOTOR CREDIT CORPORATION
By: /S/ XXXXXX X. XXXXX
----------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and
General Manager
