AGENCY AGREEMENT TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. TOYOTA CREDIT CANADA INC. TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) TOYOTA MOTOR CREDIT CORPORATION as Issuers and THE BANK OF NEW YORK as Agent and THE BANK OF NEW YORK (LUXEMBOURG)...
TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
TOYOTA
CREDIT CANADA INC.
TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)
TOYOTA
MOTOR CREDIT CORPORATION
as
Issuers
and
THE
BANK OF NEW YORK
as
Agent
and
THE
BANK OF NEW YORK (LUXEMBOURG) S.A.
as
Paying Agent
in
respect of a
€40,000,000,000
EURO
MEDIUM TERM NOTE PROGRAMME
Dated
28 September 2007
CONTENTS
CLAUSE PAGE
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1.
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DEFINITIONS
AND INTERPRETATIONS
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2
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2.
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APPOINTMENT
OF AGENT AND PAYING AGENTS
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9
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3.
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ISSUE
OF TEMPORARY GLOBAL NOTES
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11
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4.
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ISSUE
OF PERMANENT GLOBAL NOTES
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12
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5.
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ISSUE
OF DEFINITIVE BEARER NOTES
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13
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6.
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EXCHANGES
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14
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7.
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TERMS
OF ISSUE
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15
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8.
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PAYMENTS
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16
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9.
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DETERMINATIONS
AND NOTIFICATIONS IN RESPECT OF NOTES
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18
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10.
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NOTICE
OF ANY WITHHOLDING OR DEDUCTION
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20
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11.
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DUTIES
OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION
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20
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12.
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PUBLICATION
OF NOTICES
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21
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13.
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CANCELLATION,
RESALE AND REISSUANCE OF NOTES, RECEIPTS, COUPONS AND
TALONS
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21
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14.
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ISSUE
OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS
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23
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15.
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COPIES
OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR
INSPECTION
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24
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16.
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COMMISSIONS
AND EXPENSES
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24
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17.
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INDEMNITY
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25
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18.
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REPAYMENT
BY THE AGENT
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25
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19.
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CONDITIONS
OF APPOINTMENT
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25
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20.
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COMMUNICATION
BETWEEN THE PARTIES
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27
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21.
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CHANGES
IN AGENT AND PAYING AGENTS
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27
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22.
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MERGER
AND CONSOLIDATION
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29
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23.
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NOTIFICATIONS
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29
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24.
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CHANGE
OF SPECIFIED OFFICE
|
30
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25.
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NOTICES
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30
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26.
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TAXES
AND STAMP DUTIES
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31
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27.
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CURRENCY
INDEMNITY
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31
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28.
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AMENDMENTS: MEETINGS
OF HOLDERS
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31
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29.
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CALCULATION
AGENCY AGREEMENT
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34
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30.
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REDENOMINATION
AND EXCHANGE
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34
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31.
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DEED
POLL
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37
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32.
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DESCRIPTIVE
HEADINGS
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38
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33.
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CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999
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38
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34.
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GOVERNING
LAW
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38
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35.
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COUNTERPARTS
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39
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APPENDIX
A TERMS AND CONDITIONS OF THE NOTES
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43
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APPENDIX
B FORMS OF GLOBAL AND DEFINITIVE NOTES, COUPONS, RECEIPTS AND
TALONS
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83
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APPENDIX
B-1 FORM OF TEMPORARY GLOBAL NOTE
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84
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SCHEDULE
ONE PART I INTEREST PAYMENTS
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91
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SCHEDULE
ONE PART II INSTALMENT PAYMENTS
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92
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SCHEDULE
TWO SCHEDULE OF EXCHANGES FOR NOTES REPRESENTED BY A PERMANENT
GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES
AND
CANCELLATIONS
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93
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APPENDIX
B-2 FORM OF PERMANENT GLOBAL NOTE
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94
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SCHEDULE
ONE PART I INTEREST PAYMENTS
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101
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SCHEDULE
ONE PART II INSTALMENT PAYMENTS
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102
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SCHEDULE
TWO SCHEDULE OF EXCHANGES OF A TEMPORARY GLOBAL NOTE AND FOR
DEFINITIVE BEARER NOTES OR REDEMPTIONS OR PURCHASES AND
CANCELLATIONS
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103
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APPENDIX
B-3 FORM OF DEFINITIVE BEARER NOTE
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104
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APPENDIX
B-4 FORM OF COUPON
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107
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APPENDIX
B-5 FORM OF RECEIPT
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109
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APPENDIX
B-6 FORM OF TALON
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112
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APPENDIX
C FORM OF CALCULATION AGENCY AGREEMENT
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114
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APPENDIX
D FORM OF OPERATING AND ADMINISTRATIVE PROCEDURES
MEMORANDUM
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123
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ANNEX
A TO APPENDIX D SETTLEMENT PROCEDURES
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126
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ANNEX
B TO APPENDIX D FORM OF FINAL TERMS
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131
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ANNEX
C TO APPENDIX D FORM OF PURCHASER’S CONFIRMATION TO THE
ISSUER
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169
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ANNEX
D TO APPENDIX D FORM OF THE ISSUER’S CONFIRMATION TO AGENT AND
PURCHASERS
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000
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XXXXX
X TO APPENDIX D TRADING DESK INFORMATION
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000
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XXXXXXXX
X FORM OF THE NOTES
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174
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APPENDIX
F ADDITIONAL DUTIES OF THE AGENT
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178
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APPENDIX
G FORM OF DEED POLL (SUBSTITUTION OF ISSUER)
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179
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in
respect of a
€40,000,000,000
EURO
MEDIUM TERM NOTE PROGRAMME
THIS
AGREEMENT is made on 28 September 2007
BETWEEN:
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(1)
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TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V. of Atrium, Strawinskylaan 3105,
1077 ZX Amsterdam, The Netherlands
(TMF);
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(2)
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TOYOTA
CREDIT CANADA INC. of 00 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx
X0X 0X0, Xxxxxx
(TCCI);
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(3)
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TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) of Xxxxx 0, 000
Xxxxxxx Xxxxxxx, Xx Xxxxxxxx, XXX 0000, Xxxxxxxxx
(TFA);
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(4)
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TOYOTA
MOTOR CREDIT CORPORATION of 00000 Xxxxx Xxxxxxx Xxxxxx, XX00,
Xxxxxxxx, Xxxxxxxxxx 00000, X.X.X.
(TMCC);
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(5)
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THE
BANK OF NEW YORK of One Canada Square, Xxxxxx Xxxxx, Xxxxxx X00
0XX (the Agent, which expression shall include any
successor agent appointed in accordance with Clause 21);
and
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(6)
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THE
BANK OF NEW YORK (LUXEMBOURG) S.A. of Aerogolf Center, 0X,
Xxxxxxxxx, X-0000 Xxxxxxxxxxxxx, Xxxxxxxxxx (together with the Agent,
the
Paying Agents, which expression shall include any
additional or successor paying agent appointed in accordance with
Clause
21 and Paying Agent shall mean any of the Paying
Agents).
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WHEREAS:
The
Issuers (as defined below) have determined that a programme agreement (the
Programme Agreement) dated 30 September 1992 as amended and
supplemented or restated by the First Supplemental Programme Agreement dated
31
January 1994, the Second Supplemental Programme Agreement dated 16 May 1996,
the
Third Supplemental Programme Agreement dated 29 May 1998, the Fourth
Supplemental Programme Agreement dated 7 July 1999, the Amended and Restated
Programme Agreement dated 31 August 2000, the Amended and Restated Programme
Agreement dated 31 August 2001, the Amended and Restated Programme Agreement
dated 27 September 2002, the Amended and Restated Programme Agreement dated
26
September 2003, the Amended and Restated Programme Agreement dated 24 September
2004, the Amended and Restated Programme Agreement dated 30 September 2005
and
the Amended and Restated Programme Agreement dated 28 September 2006, entered
into with the Dealers named therein pursuant to which any of TMF, TCCI or TFA
may issue Euro Medium Term Notes in an aggregate nominal amount of up to
€12,000,000,000, be amended and restated by the Issuers and each of Xxxxxxx
Xxxxx International, Barclays Bank plc, BNP Paribas, Canadian Imperial Bank
of
Commerce, London Branch, Citigroup Global Markets Limited, Credit Suisse
Securities (Europe) Limited, Daiwa Securities SMBC Europe Limited, Deutsche
Bank
AG, London branch, Dresdner Bank Aktiengesellschaft, Xxxxxxx Sachs
International, HSBC Bank plc, X.X. Xxxxxx Securities Ltd., Mitsubishi UFJ
Securities International plc, Mizuho International plc, Xxxxxx Xxxxxxx & Co.
International plc, Nomura International plc, Royal Bank of Canada Europe
Limited, The Toronto-Dominion Bank and UBS Limited and that such amendments
include an increase in the aggregate nominal amount of Euro Medium Term Notes
that may be outstanding at any time under the Programme (as defined below)
(including Euro Medium Term Notes issued previously under the Programme and
Euro
Medium Term Notes issued prior to 28 September 2007 by TMCC under its
U.S.$30,000,000,000 Euro Medium-Term Note Program last updated on 28 September
2006 which remain outstanding) from €12,000,000,000 to €40,000,000,000 (or its
equivalent in other currencies).
1. DEFINITIONS
AND INTERPRETATIONS
|
|
(1)
|
The
following expressions shall have the following
meanings:
|
Agreement
Date means, with respect to any Note, the date on which agreement is
reached for the issue of such Note as contemplated in Clause 2 of the Programme
Agreement, which in the case of Notes issued on a syndicated basis shall be
the
date the applicable Syndicate Purchase Agreement is signed by all
parties;
Arranger
means Xxxxxxx Xxxxx International, or any other company appointed to the
position of arranger for the Programme; and references in this Agreement to
the
Arranger shall be references to all of them;
Bearer
Note means those of the Notes in bearer form;
Canadian
Paying Agent means in relation to any Series of Registered Notes, Royal
Bank of Canada, London branch as Canadian Paying Agent under the Note Agency
Agreement and any successor Canadian paying agent appointed by TCCI in
accordance with such Note Agency Agreement;
CGN
means a Temporary Global Note being in the form or substantially in the form
set
out in Appendix B-1 hereto or a Permanent Global Note being in the form or
substantially in the form set out in Appendix B-2 hereto and in either case
in
respect of which the applicable Final Terms indicate it is not a New Global
Note;
Clearing
System means Clearstream, Luxembourg, Euroclear and/or any other
additional system or systems as is specified in the applicable Final Terms
relating to any Note;
Clearstream,
Luxembourg means Clearstream Banking, société anonyme;
Conditions
means, in respect of any Series of Notes, the terms and conditions of the Notes
of such Series, such terms and conditions being in the form or substantially
in
the form set out in Appendix A hereto or in such other form, having regard
to
the terms of the relevant Series, as may be agreed between the relevant Issuer,
the Agent and the relevant Purchaser or Purchasers as from time to time, as
amended or supplemented by the applicable Final Terms;
Coupon
has the meaning ascribed thereto in the Conditions;
Dealer
means each of Xxxxxxx Xxxxx International, Barclays Bank plc, BNP Paribas,
Canadian Imperial Bank of Commerce, London Branch, Citigroup Global Markets
Limited, Credit Suisse Securities (Europe) Limited, Daiwa Securities SMBC Europe
Limited, Deutsche Bank AG, London branch, Dresdner Bank Aktiengesellschaft,
Xxxxxxx Sachs International, HSBC Bank plc, X.X. Xxxxxx Securities Ltd.,
Mitsubishi UFJ Securities International plc, Mizuho International plc, Xxxxxx
Xxxxxxx & Co. International plc, Nomura International plc, Royal Bank of
Canada Europe Limited, The Toronto-Dominion Bank and UBS Limited, and any other
entities appointed as dealers from time to time pursuant to the Programme
Agreement;
Definitive
Bearer Note means a Bearer Note in definitive form being in the form or
substantially in the form set out in Appendix B-3 hereto (or in such other
form
as may be agreed between the relevant Issuer, the Agent and the relevant
Purchaser or Purchasers) issued or to be issued by the relevant Issuer pursuant
to this Agreement in exchange for the whole or (subject to the terms of the
relevant Temporary Global Note and/or Permanent Global Note) part of a Temporary
Global and/or Permanent Global Note;
Definitive
Note means a Definitive Bearer Note and/or a Definitive Registered
Note, as the context may require;
Definitive
Registered Note means a Registered Note in definitive form issued or,
as the case may require, to be issued by TCCI pursuant to the Note Agency
Agreement in exchange for a Registered Global Note, such Note being in the
form
or substantially in the form set out in Schedule 2 to the Note Agency Agreement
(or in such other form as may be agreed between TCCI, the Registrar and the
relevant Purchaser(s);
Dual
Currency Notes means Notes in respect of which principal and/or
interest is payable in one or more Specified Currencies other than the Specified
Currency in which they are denominated;
Established
Rate means the rate for the conversion of the Specified Currency
(including compliance with rules relating to roundings in accordance with
applicable European Community regulations) into euro established by the Council
of the European Union pursuant to Article 109l(4) of the
Treaty;
EUR,
Euro, euro and € mean the
lawful currency of the Member States of the European Union that adopt the single
currency in accordance with the Treaty;
Euroclear
means Euroclear Bank S.A./N.V.;
European
Economic Area means the European Economic Area consisting of the Member
States of the European Union and Iceland, Norway and Liechtenstein;
Eurosystem-eligible
New Global Note means a New Global Note which is intended to be held in
a manner which would allow Eurosystem eligibility, as stated in the applicable
Final Terms;
Final
Terms means the final terms issued in relation to each Tranche of Notes
(substantially in the form of either Part A or Part B of Annex B to the
Procedures Memorandum) as a supplement to the Prospectus and giving details
of
that Tranche and, in relation to any particular Tranche of Notes,
applicable Final Terms means the Final Terms applicable to that
Tranche;
FSMA
means the Financial Services and Markets Xxx 0000, as amended;
Global
Note means a Temporary Global Note, a Permanent Global Note or a
Registered Global Note (or such other form of global note as may be agreed
between the relevant Issuer, the Agent (in the case of Bearer Notes), the
Registrar (in the case of Registered Notes) and the relevant Purchaser(s) as
indicated in the applicable Final Terms) representing a certain number of
underlying Notes (the Underlying Notes);
ISDA
Definitions means the 2000 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc., as amended, supplemented
or updated from time to time;
Issue
Date means, in respect of any Note, the date of issue and purchase of
such Note pursuant to Clause 2 of the Programme Agreement, being in the case
of
any Note in the form of a Permanent Global Note or a Definitive Note, the same
date as the date of issue of the Temporary Global Note which initially
represented such Note;
Issuer
means each of TMF, TCCI, TFA and TMCC in its capacity as issuer of Notes; and
references in this Agreement to the relevant Issuer shall, in
relation to any issue of Notes, be references to whichever of TMF, TCCI, TFA
or
TMCC is the issuer of such Notes; and references to the Issuers
shall be to all of TMF, TCCI, TFA and TMCC;
Listing
Agent means, in relation to any Notes which are, or are to be, listed
on a Stock Exchange other than the London Stock Exchange, such listing agent
as
the relevant Issuer may from time to time appoint for purposes of liaising
with
such Stock Exchange or other relevant authority;
Listing
Rules means:
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|
(a)
|
in
the case of Notes which are, or are to be, admitted to the Official
List,
the listing rules made under section 73A of the FSMA;
and
|
|
|
(b)
|
in
the case of Notes which are, or are to be, listed on a Stock Exchange
other than the London Stock Exchange, the listing rules and regulations
for the time being in force for such Stock
Exchange;
|
London
Stock Exchange means the London Stock Exchange plc or such other body
to which its functions have been transferred;
Member
State means a member state of the European Union;
New
Global Note means a Temporary Global Note being in the form or
substantially in the form set out in Appendix B-1 hereto or a Permanent Global
Note being in the form or substantially in the form set out in Appendix B-2
hereto and in either case in respect of which the applicable Final Terms
indicate it is a New Global Note;
Note
means a note issued or to be issued by the relevant Issuer pursuant to the
Programme Agreement, other than a Note which will form a single Series with
any
Notes issued by any Issuer prior to the date of this Agreement, which Note
may
be represented by a Global Note or a Definitive Note;
Note
Agency Agreement means the Note Agency Agreement of even date herewith
between TCCI, Royal Bank of Canada and Royal Bank of Canada, London branch
relating to Registered Notes;
Noteholders
means the several persons who are for the time being holders of outstanding
Notes (being in the case of Bearer Notes, the bearers thereof and, in the case
of Registered Notes, the several persons whose names are entered in the register
of holders of such Notes as the holders thereof) save that, in respect of Notes
of any Series, for so long as such Notes or any part thereof are represented
by
a Global Note, each person who is for the time being shown in the records of
Euroclear, Clearstream, Luxembourg or such other applicable clearing agency
as
the holder of a particular nominal amount of such Notes (other than a clearing
agency (including Clearstream, Luxembourg and Euroclear) that is itself an
account holder of Clearstream, Luxembourg, Euroclear or any other applicable
clearing agency for a Series of Notes) (in which regard any certificate or
other
document issued by Euroclear, Clearstream, Luxembourg or such other applicable
clearing agency as to the nominal amount of such Notes standing to the account
of any person shall be conclusive and binding for all purposes save in the
case
of manifest error) shall be treated by the relevant Issuer, the Agent and any
other Paying Agent or (in the case of Registered Notes) by the Registrar and
the
Canadian Paying Agent as a holder of such nominal amount of such Notes for
all
purposes other than for the payment of principal (including premium (if any))
or
interest on such Notes, the right to which shall be vested, as against the
relevant Issuer, the Agent and any other Paying Agent or (in the case of
Registered Notes) the Registrar and the Canadian Paying Agent, in the case
of
Bearer Notes, solely in the bearer of the Global Note and, in the case of
Registered Notes, solely in the person whose name is entered in the register
of
holders of such Notes as the holder of the Global Note in accordance with and
subject to its terms (and the expressions Noteholder,
holder of Notes and related expressions shall be construed
accordingly);
Offering
Circular means the Offering Circular relating to the Programme as
revised, supplemented, amended or updated from time to time in accordance with
Clause 5.2 of the Programme Agreement, including any documents which are from
time to time incorporated therein by reference but excluding all information
incorporated by reference in any such documents and excluding any information
or
statement otherwise included in any such documents which is or might be
considered to be forward looking, including in relation to each Tranche of
Notes
(where such Tranche of Notes will not form a single Series with Notes issued
prior to the date hereof), the applicable Final Terms relating to such
Tranche;
Official
List has the meaning ascribed thereto in Section 103 of the
FSMA;
outstanding
means, in relation to the Notes of all or any Series, all the Notes (or all
the
Notes of that or those Series) issued other than (a) those which have been
redeemed in full in accordance with this Agreement or the Note Agency Agreement
or the Conditions, (b) those in respect of which the date for redemption
(whether in respect of the whole principal amount or the final instalment (when
redeemable in instalments)) in accordance with the Conditions has occurred
and
the redemption moneys therefor (including all interest (if any) accrued thereon
to the date for such redemption and any interest (if any) payable under the
Conditions after such date) have been duly paid to the Agent as provided herein
or (in the case of Registered Notes) to the Registrar or the Canadian Paying
Agent (and, where appropriate, notice has been given to the Noteholders in
accordance with Condition 16) and remain available for payment against
presentation of Notes, (c) those Notes which have become void under Condition
8,
(d) those Notes which have been purchased or otherwise acquired and cancelled
as
provided in Condition 6 and those which have been purchased or otherwise
acquired and are being held by the relevant Issuer for subsequent resale or
reissuance as provided in Condition 6 during the time so held, (e) those
mutilated or defaced Notes which have been surrendered in exchange for
replacement Notes pursuant to Condition 10, (f) (for the purposes only of
determining how many Notes are outstanding and without prejudice to their status
for any other purpose) those Notes alleged to have been lost, stolen or
destroyed and in respect of which replacement Notes have been issued pursuant
to
Condition 10 and (g) Temporary Global Notes to the extent that they shall have
been duly exchanged in whole for Permanent Global Notes or Definitive Notes
and
Permanent Global Notes or Registered Global Notes to the extent that they shall
have been duly exchanged in whole for Definitive Notes, in each case pursuant
to
their respective provisions;
Permanent
Global Note means a permanent global note in the form or substantially
in the form set out in Appendix B-2 hereto (or in such other form as may be
agreed between the relevant Issuer, the Agent and the relevant Purchaser(s))
comprising some or all of the Notes of the same Series, issued or to be issued
by the relevant Issuer either in exchange for the whole or part of a Temporary
Global Note issued in respect of the Notes of the same Tranche or initially
representing the Notes;
Procedures
Memorandum means the non-binding Operating and Administrative
Procedures Memorandum set out in Appendix D hereto as amended or varied from
time to time, in respect of any Tranche, by agreement between the relevant
Issuer and the Purchaser of such Tranche with the approval in writing of the
Agent.
Programme
means the Euro Medium Term Note Programme provided for by the Programme
Agreement;
Programme
Agreement means the Programme Agreement dated 28 September 2007 between
the Issuers and the Dealers concerning the purchase of Notes to be issued by
any
Issuer and includes any subsequent amendment or supplement thereto;
Prospectus
means, as of any Agreement Date, any prospectus, including the Offering Circular
and the documents specifically referred to therein as constituting a base
prospectus but excluding all information incorporated by reference in any such
documents and excluding any information or statement otherwise included in
any
such documents that is or might be considered to be forward looking with regard
to the issue of each Tranche of Notes (other than unlisted Notes) approved
under
the Prospectus Rules by the Financial Services Authority in accordance with
the
provisions of section 87A of the FSMA (including any supplementary prospectus
published in accordance with the provisions of this Agreement or
otherwise);
Prospectus
Directive means Directive 2003/71/EC;
Prospectus
Rules means in the case of Notes which are, or are to be, listed on the
London Stock Exchange, the prospectus rules made under the FSMA;
Purchaser
means any Dealer or any third party other than a dealer (as defined in Section
2(12) of the Securities Act), who agrees to purchase Notes pursuant to the
Programme Agreement and references to a relevant Purchaser shall, in relation
to
any Note, be references to the Purchaser with whom the relevant Issuer has
agreed the issue and purchase of such Note;
Receipt
has the meaning ascribed thereto in the Conditions;
Redenomination
Date means in the case of interest bearing Notes, any date for payment
of interest under the Notes or in the case of Zero Coupon Notes, any date,
in
each case specified by the relevant Issuer in the notice given to Noteholders
pursuant to Clause 30 and which falls on or after the start of the third stage
of European economic and monetary union pursuant to the Treaty, or if the
country of the Specified Currency is not one of the countries then participating
in such third stage, which falls on or after such later date as it does so
participate and which falls before the date on which the Specified Currency
ceases to be a sub-division of the euro;
Registered
Global Note means a Global Note being in the form or substantially in
the form set out in Schedule 1 to the Note Agency Agreement (or in such other
form as may be agreed between TCCI, the Registrar and the relevant
Purchaser(s));
Registered
Note means a Note in registered form issued or to be issued by
TCCI;
Registrar
means, in relation to any Series of Registered Notes, Royal Bank of Canada
as
Registrar under the Note Agency Agreement and any successor registrar appointed
by TCCI in accordance with such Note Agency Agreement;
Relevant
Account Holder means any account holder with Euroclear and/or
Clearstream, Luxembourg which has Underlying Notes (as defined in the definition
of “Global Note”) credited to its securities account from time to
time;
Relevant
Clearing System means one or more Clearing Systems;
Relevant
Time means, in the context of certain circumstances which are specified
in the relevant Global Note, the time at which such Global Note becomes
void;
Securities
Act means the Securities Act of 1933 of the United States, as
amended;
Series
means each original issue of Notes together with any further issues expressed
to
form a single series with the original issue and the terms of which (save for
the Issue Date, the amount and date of the first payment of interest thereon
and/or the Issue Price (as indicated in the applicable Final Terms)) are
identical (including Maturity Date, Interest Basis, Redemption/Payment Basis
and
Interest Payment Dates (if any) (as indicated in the applicable Final Terms)
and
whether or not the Notes are admitted to trading); and the expressions
Notes of the relevant Series and related expressions shall be
construed accordingly;
Specified
Currency means the currency (which expression shall include euro and
other currency units) in which Notes are denominated and, in the case of Dual
Currency Notes, the currency or currencies in which payment in respect of the
Notes is to be made;
Stock
Exchange means the London Stock Exchange or any other or
further stock exchange(s) on which any Notes may from time to time be listed
or
admitted to trading, as the case may be; and references in this Agreement to
the
relevant Stock Exchange shall, in relation to any Notes, be
references to the Stock Exchange on which such Notes are from time to time,
or
are intended to be, listed or admitted to trading;
Talon
has the meaning ascribed thereto in the Conditions;
TARGET
system means the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) system;
Temporary
Global Note means a temporary global note being in the form or
substantially in the form set out in Appendix B-1 hereto (or in such other
form
as may be agreed between the relevant Issuer, the Agent and the relevant
Purchaser(s)) comprising some or all of the Notes of the same Series issued
or
to be issued by the relevant Issuer pursuant to the Programme Agreement or
any
other agreement between the relevant Issuer and the relevant
Purchaser(s);
Tranche
means all Notes of the same Series with the same Issue Date;
Treaty
means the Treaty establishing the European Community, as amended;
UK
Listing Authority means the name by which the Financial Services
Authority is known being the body appointed under FSMA as “competent authority”
to decide on the admission of securities to the Official List; and
U.S.$
and U.S. dollar mean the lawful currency for the time being of
the United States.
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(2)
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Terms
and expressions (including the definitions of currencies or composite
currencies) defined in the Conditions or Appendices hereto or used
in the
applicable Final Terms shall have the same meanings in this Agreement,
except where the context requires
otherwise.
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(3)
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Any
references to Notes shall, unless the context otherwise requires,
include
any Temporary Global Notes, Permanent Global Notes, Registered Global
Notes and Definitive Notes.
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(4)
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Any
references herein to Euroclear and/or Clearstream, Luxembourg shall,
whenever the context so permits, be deemed to include a reference
to any
additional or alternative clearance system approved by the relevant
Issuer, the relevant Purchaser(s) and either (in respect of Bearer
Notes)
the Agent or (in respect of Registered Notes) the
Registrar.
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(5)
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All
references in this Agreement to a Directive include any relevant
implementing measure of each Member State which has implemented such
Directive.
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(6)
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As
used herein, in relation to any Notes which are to have a “listing” or be
“listed” (i) on the London Stock Exchange, listing or
listed shall be construed to mean that such Notes have
been admitted to the Official List in accordance with the listing
rules of
the UK Listing Authority and admitted to trading on the London Stock
Exchange’s Gilt Edged and Fixed Interest Market and (ii) on any other
Stock Exchange in a jurisdiction within the European Economic Area,
listing and listed shall be construed to
mean that the Notes have been admitted to trading on a market within
that
jurisdiction which is a regulated market for the purposes of the
Investment Services Directive (Directive
93/22/EEC).
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(7)
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Unless
the contrary indication appears, a reference to the records of Euroclear
and Clearstream, Luxembourg shall be to the records that each of
Euroclear
and Clearstream, Luxembourg holds for its customers which reflect
the
amount of such customer’s interests in the
Notes.
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(8)
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In
this Agreement, unless the contrary intention appears, a reference
to a
document is a reference to that document as amended from time to
time.
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(9)
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For
the purposes of this Agreement, the Notes of each Series shall form
a
separate series of Notes and accordingly, the provisions of this
Agreement
shall apply mutatis mutandis separately and independently to the
Notes of each Series and in such provisions the expressions
Notes, Noteholders,
Receipts, Receiptholders,
Coupons, Couponholders,
Talons and Talonholders shall be
construed accordingly.
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2. APPOINTMENT
OF AGENT AND PAYING AGENTS
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(1)
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The
Agent is hereby appointed in a several capacity as agent of each
of the
Issuers, to act as issuing and principal paying agent, upon the terms
and
subject to the conditions set out below, for the purposes of, inter
alia:
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(a)
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completing,
authenticating and delivering Temporary Global Notes and Permanent
Global
Notes and authenticating (if required) and delivering Definitive
Bearer
Notes;
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(b)
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giving
effectuation instructions in respect of each Global Note which is
a
Eurosystem-eligible New Global
Note;
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(c)
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exchanging
Temporary Global Notes for Permanent Global Notes or Definitive Bearer
Notes, as the case may be, in accordance with the terms of the Temporary
Global Notes and, in respect of any such exchange (i) making all
notations
on Global Notes which are CGNs as required by their terms and (ii)
instructing Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records in respect of all Global Notes which are
New
Global Notes;
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(d)
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exchanging
Permanent Global Notes for Definitive Bearer Notes in accordance
with the
terms of the Permanent Global Notes and, in respect of any such exchange
(i) making all notations on Permanent Global Notes which are CGNs
as
required by their terms and (ii) instructing Euroclear and Clearstream,
Luxembourg to make appropriate entries in their records in respect
of all
Permanent Global Notes which are New Global
Notes;
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(e)
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paying
sums due on Temporary Global Notes, Permanent Global Notes and Definitive
Bearer Notes, Receipts and Coupons in accordance with the terms of
such
Notes and (i) making all notations on Global Notes which are CGNs
as
required by their terms and (ii) instructing Euroclear and Clearstream,
Luxembourg to make appropriate entries in their records in respect
of all
Global Notes which are New Global
Notes;
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(f)
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unless
otherwise specified in the applicable Final Terms, determining the
interest and/or other amounts payable in respect of the Notes in
accordance with the Conditions;
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(g)
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arranging
on behalf of the relevant Issuer for notices to be communicated to
the
Noteholders and the relevant Stock
Exchanges;
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(h)
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ensuring
that all necessary action is taken to comply with the periodic reporting
and notification requirements of the Ministry of Finance of Japan
(including any monthly reports or such other reports as may be required)
and other applicable Japanese authorities, or any other competent
authority of any relevant currency with respect to the Notes to be
issued
under the Programme;
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(i)
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receiving
notice from Euroclear, Clearstream, Luxembourg and/or such other
applicable clearing agency relating to the certificates of non-U.S.
beneficial ownership of the Notes;
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(j)
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upon
certification by the participating Dealer or Dealers to the Agent
that the
distribution with respect to a particular Tranche of Notes has been
completed, determining and certifying to Euroclear, Clearstream,
Luxembourg or such other applicable clearing agency the applicable
Exchange Date;
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(k)
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performing
all other obligations and duties imposed upon it by the Conditions
and
this Agreement.
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(l)
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Any
of the duties and obligations of the Agent in its capacity of issuing
and
principal paying agent set forth in Subclauses (a), (b), (c), (d),
(e),
(f), (g), (h) and (i) may, with the consent of the relevant Issuer,
be
delegated by the Agent with respect to a particular Series of Notes
to a
third party, provided such third party’s performance is subject to the
overall supervision and control of the
Agent.
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(2)
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Each
Paying Agent is hereby appointed in a several capacity as paying
agent of
each of the Issuers, and each Paying Agent agrees to act in a several
capacity as paying agent of each of the Issuers, upon the terms and
subject to the conditions set out below, for the purposes of paying
sums
due on Notes, Receipts and Coupons and performing all other obligations
and duties imposed upon it by the Conditions and this
Agreement.
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(3)
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In
relation to each issue of Eurosystem-eligible New Global Notes, each
relevant Issuer hereby authorises and instructs the Agent to elect
Euroclear as common safekeeper. From time to time, each such
Issuer and the Agent may agree to vary this election. Each such
Issuer acknowledges that any such election is subject to the right
of
Euroclear and Clearstream, Luxembourg to jointly determine that the
other
shall act as common safekeeper in relation to any such issue and
agrees
that no liability shall attach to the Agent in respect of any such
election made by it.
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(4)
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Where
the Agent delivers any authenticated Global Note to a common safekeeper
for effectuation using electronic means, it is authorised and instructed
to destroy the Global Note retained by it following its receipt of
confirmation from the common safekeeper that the relevant Global
Note has
been effectuated.
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3. ISSUE
OF TEMPORARY GLOBAL NOTES
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(1)
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Subject
to Subclause 3(2), following receipt of the applicable Final Terms
signed
by the relevant Issuer with respect of an issue of Notes in accordance
with the provisions of the Procedures Memorandum set out in Appendix
D
hereto (as from time to time varied, with the prior approval of the
Agent,
by the relevant Issuer and the relevant Purchaser or Purchasers of
the
Notes of such issue), the Agent will take the steps required of the
Agent
in the Procedures Memorandum. For this purpose the Agent is
authorised on behalf of the relevant
Issuer:
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(a)
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to
prepare a Temporary Global Note or Temporary Global Notes containing
the
relevant Conditions and to complete, in accordance with such Final
Terms,
the necessary details on such Temporary Global Note(s) and attach
a copy
of the applicable Final Terms to such Temporary Global
Note;
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(b)
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to
authenticate such Temporary Global
Note(s);
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(c)
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if
the Temporary Global Note(s) is/are a CGN, to deliver such Temporary
Global Note(s) (i) to the specified common depositary of Euroclear,
Clearstream, Luxembourg and/or such other applicable clearing agency
as is
specified in the applicable Final Terms against receipt from such
common
depositary of confirmation that such common depositary is holding
the
Temporary Global Note(s) in safe custody for the account of Euroclear,
Clearstream, Luxembourg or such other applicable clearing agency
and to
instruct Euroclear, Clearstream, Luxembourg and/or such other applicable
clearing agency (as the case may be) to credit the Notes represented
by
such Temporary Global Notes(s), unless otherwise agreed in writing
between
the Agent and the relevant Issuer, to the Agent’s distribution account, or
(ii) as otherwise agreed in writing between the relevant Issuer and
the
Agent;
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(d)
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if
the Temporary Global Note(s) is/are a New Global Note, to deliver
such
Temporary Global Note(s) to the specified common safekeeper of Euroclear
and Clearstream, Luxembourg against receipt from such common safekeeper
of
confirmation that such common safekeeper is holding the Temporary
Global
Note(s) in safe custody for the account of Euroclear and Clearstream,
Luxembourg and, in the case of a Temporary Global Note which is a
Eurosystem-eligible New Global Note, to instruct the common safekeeper
to
effectuate the same; and
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(e)
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if
the Temporary Global Note(s) is/are a New Global Note, to instruct
Euroclear and Clearstream, Luxembourg to make the appropriate entries
in
their records to reflect the initial outstanding aggregate nominal
amount
of the relevant Tranche of Notes.
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(2)
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The
Agent shall only be required to perform its obligations under Subclause
3(1) if it holds a master Temporary Global Note duly executed by
a person
or persons authorised to execute the same on behalf of the relevant
Issuer, which may be used by the Agent for the purpose of preparing
Temporary Global Note(s) in accordance with Subclause
3(1)(a).
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(3)
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The
Agent shall provide Euroclear, Clearstream, Luxembourg and/or such
other
applicable clearing agency with the notifications, instructions or
other
information to be given by the Agent to Euroclear, Clearstream, Luxembourg
and/or such other applicable clearing
agency.
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(4)
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Any
of the duties and obligations of the Agent set forth in this Clause
3 may,
with the consent of the relevant Issuer, be delegated by the Agent
with
respect to a particular Series of Notes to a third party, provided
such
third party’s performance is subject to the overall supervision and
control of the Agent.
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4. ISSUE
OF PERMANENT GLOBAL NOTES
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(1)
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Subject
to Subclause 4(2), upon the occurrence of any event which pursuant
to the
terms of a Temporary Global Note requires the issue of a Permanent
Global
Note, the Agent shall issue a Permanent Global Note in accordance
with the
terms of the Temporary Global Note. For this purpose the Agent
is authorised on behalf of the relevant
Issuer:
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(a)
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in
the case of the first Tranche of any Series of Notes, to prepare
a
Permanent Global Note containing the relevant Conditions and to complete,
in accordance with the terms of the Temporary Global Note, the necessary
details on such Permanent Global Note and attach a copy of the applicable
Final Terms to such Permanent Global
Note;
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(b)
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in
the case of the first Tranche of any Series of Notes, to authenticate
such
Permanent Global Note;
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(c)
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in
the case of the first Tranche of any Series of Notes (i) where the
Temporary Global Note is a CGN and is being held by a common depositary
as
aforesaid, to deliver such Permanent Global Note to the specified
common
depositary that is holding the Temporary Global Note for the time
being on
behalf of Euroclear, Clearstream, Luxembourg and/or such other applicable
clearing agency as is specified in the applicable Final Terms in
exchange
for such Temporary Global Note or, in the case of a partial exchange,
after noting the details of such exchange in the appropriate spaces
on
both the Temporary Global Note and the Permanent Global Note, and
in
either case against receipt from the common depositary of confirmation
that such common depositary is holding the Permanent Global Note
in safe
custody for the account of Euroclear, Clearstream, Luxembourg and/or
such
other applicable clearing agency (as the case may be); or (ii) where
the
Temporary Global Note is a CGN and is not being held by a common
depositary, as otherwise agreed in writing between the relevant Issuer
and
the Agent;
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(d)
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in
the case of the first Tranche of any Series of Notes where the Temporary
Global Note is a New Global Note, to deliver such Permanent Global
Note to
the specified common safekeeper that is holding the Temporary Global
Note
representing the Tranche for the time being on behalf of Euroclear
and/or
Clearstream, Luxembourg in exchange for such Temporary Global Note
against
receipt from the common safekeeper of confirmation that such common
safekeeper is holding the Permanent Global Note in safe custody for
the
account of Euroclear and/or Clearstream, Luxembourg, and, in the
case of a
Permanent Global Note which is a Eurosystem-eligible New Global Note,
to
instruct the common safekeeper to effectuate the same and to hold
it on
behalf of the relevant Issuer pending its exchange for the Temporary
Global Note;
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(e)
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in
the case of a subsequent Tranche of any Series of Notes if the Permanent
Global Note is a CGN, to attach a copy of the applicable Final Terms
to
the Permanent Global Note applicable to the relevant Series and to
enter
details of any exchange in whole or part as stated above;
and
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(f)
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in
the case of a subsequent Tranche of any Series of Notes if the Permanent
Global Note is a New Global Note, to deliver the applicable Final
Terms to
the specified common safekeeper for attachment to the Permanent Global
Note applicable to the relevant
Series.
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(2)
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The
Agent shall only be required to perform its obligations under Subclause
4(l) if it holds a master Permanent Global Note duly executed by
a person
or persons authorised to execute the same on behalf of the relevant
Issuer, which may be used by the Agent for the purpose of preparing
Permanent Global Notes in accordance with Subclause
4(1)(a).
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(3)
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The
Agent shall provide Euroclear, Clearstream, Luxembourg and/or such
other
applicable clearing agency with the notifications, instructions or
other
information to be given by the Agent to Euroclear, Clearstream, Luxembourg
and/or such other applicable clearing
agency.
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(4)
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Any
of the duties and obligations of the Agent set forth in this Clause
4 may,
with the consent of the relevant Issuer, be delegated by the Agent
with
respect to a particular Series of Notes to a third party, provided
such
third party’s performance is subject to the overall supervision and
control of the Agent.
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5. ISSUE
OF DEFINITIVE BEARER NOTES
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(1)
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The
Agent shall deliver the relevant Definitive Bearer Note(s) in accordance
with the terms of the relevant Temporary Global Note or the relevant
Permanent Global Note where such Temporary Global Note or Permanent
Global
Note (as the case may be) is to be exchanged for one or more Definitive
Bearer Note(s). For this purpose, the Agent is hereby
authorised on behalf of the relevant
Issuer:
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(a)
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to
authenticate or arrange for authentication on its behalf (if so instructed
by the relevant Issuer) of such Definitive Bearer Note(s);
and
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(b)
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to
deliver such Definitive Bearer Note(s) to or to the order of Euroclear,
Clearstream, Luxembourg and/or such other applicable clearing agency
as is
specified in the applicable Final Terms either in exchange for such
Global
Note or, in the case of a partial exchange, if it is a CGN, on entering
details of any partial exchange of the Global Note in the relevant
space
in Schedule Two of such Global Note, or, if it is a New Global Note,
on
Euroclear and Clearstream, Luxembourg making the appropriate entries
in
their records to reflect such exchange; provided that the Agent shall
only
permit a partial exchange of Notes represented by a Permanent Global
Note
for Definitive Bearer Notes if the Notes which continue to be represented
by such Permanent Global Note are regarded as fungible by Euroclear,
Clearstream, Luxembourg and/or such other applicable clearing agency
with
the Definitive Bearer Notes issued in partial exchange
therefor.
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The
Agent
shall notify the relevant Issuer forthwith upon receipt of a request for issue
of Definitive Bearer Note(s) in accordance with the provisions of a Global
Note
(and the aggregate nominal amount of such Temporary Global Note or Permanent
Global Note, as the case may be, to be exchanged in connection
therewith).
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(2)
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The
relevant Issuer undertakes to deliver to the Agent, pursuant to a
request
for the issue of Definitive Bearer Notes under the terms of the relevant
Global Note, sufficient numbers of executed Definitive Bearer Notes
to
enable the Agent to comply with its obligations under this Clause
5.
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(3)
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Any
of the duties and obligations of the Agent set forth in this Clause
5 may,
with the consent of the relevant Issuer, be delegated by the Agent
with
respect to a particular Series of Notes to a third party, provided
such
third party’s performance is subject to the overall supervision and
control of the Agent.
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6. EXCHANGES
Upon
any
exchange of all or a portion of an interest in a Temporary Global Note for
an
interest in a Permanent Global Note or for Definitive Bearer Notes or upon
any
exchange of all or a portion of an interest in a Permanent Global Note for
Definitive Bearer Notes, the Agent shall (i) procure that the relevant Global
Note shall, if it is a CGN, be endorsed to reflect the reduction of, or increase
in (as the case may be), its nominal amount by the aggregate nominal amount
so
exchanged and, where applicable, the Permanent Global Note shall be endorsed
by
or on behalf of the Agent to reflect the increase in its nominal amount as
a
result of any exchange for an interest in the Temporary Global Note or (ii)
in
the case of any Global Note which is a New Global Note, instruct Euroclear
and
Clearstream, Luxembourg to make appropriate entries in their records to reflect
such exchange. Until exchanged in full, the holder of an interest in any Global
Note shall in all respects be entitled to the same benefits as the holder of
Definitive Bearer Notes, Receipts and Coupons authenticated and delivered
hereunder, subject as set out in the Conditions and the relevant Global
Note. The Agent is hereby authorised on behalf of the relevant Issuer
and instructed (a) in the case of any Global Note which is a CGN, to endorse
or
to arrange for the endorsement of the relevant Global Note to reflect the
reduction in the nominal amount represented thereby by the amount so exchanged
and, if appropriate, to endorse the Permanent Global Note to reflect any
increase in the nominal amount represented by it and, in either case, to sign
in
the relevant space on the relevant Global Note recording such exchange and
reduction or increase; (b) in the case of any Global Note which is a New Global
Note, to instruct Euroclear and Clearstream, Luxembourg to make appropriate
entries in their records to reflect such exchange; and (c) in the case of a
total exchange, to cancel or arrange for the cancellation of the relevant Global
Note. Any of the duties and obligations of the Agent set forth in
this Clause 6 may, with the consent of the relevant Issuer, be delegated by
the
Agent with respect to a particular Series of Notes to a third party, provided
such third party’s performance is subject to the overall supervision and control
of the Agent.
7. TERMS
OF ISSUE
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(1)
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The
Agent shall cause all Temporary Global Notes, Permanent Global Notes
and
Definitive Bearer Notes delivered to and held by it under this Agreement
to be maintained in safe custody and shall ensure that such Notes
are
issued only in accordance with the provisions of this Agreement and
the
relevant Global Note and
Conditions.
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(2)
|
Subject
to the procedures set out in the Procedures Memorandum, for the purposes
of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile
communication from a person purporting to be (and who the Agent,
after
making reasonable investigation, believes in good faith to be) the
authorised representative of the relevant Issuer named in the list
referred to in, or notified pursuant to, Subclause 19(7) as sufficient
instructions and authority of the relevant Issuer for the Agent to
act in
accordance with Subclause 7(1).
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(3)
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In
the event that a person who has signed on behalf of any Issuer a
master
Temporary Global Note, a master Permanent Global Note or Definitive
Bearer
Notes not yet issued but held by the Agent in accordance with Subclause
7(1) ceases to be authorised as described in Subclause 19(7), the
Agent
shall (unless the relevant Issuer gives notice to the Agent that
Notes
signed by that person do not constitute valid and binding obligations
of
the relevant Issuer or otherwise until replacements have been provided
to
the Agent) continue to have authority to issue any such Notes, and
the
relevant Issuer hereby warrants to the Agent that such Notes shall,
unless
notified as aforesaid, be valid and binding obligations of the relevant
Issuer. Promptly upon such person ceasing to be authorised, the
relevant Issuer shall provide the Agent with replacement master Temporary
Global Notes, master Permanent Global Notes and (if applicable) Definitive
Bearer Notes and the Agent shall cancel and destroy the master Temporary
Global Notes, master Permanent Global Notes and (if applicable) Definitive
Bearer Notes held by it which are signed by such person and shall
provide
to the relevant Issuer a confirmation of destruction in respect thereof
specifying the Notes so cancelled and
destroyed.
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(4)
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Unless
otherwise agreed in writing between the relevant Issuer and the Agent,
each Note credited to the Agent’s distribution account with Euroclear and
Clearstream, Luxembourg (or, in the case of Notes in CGN form, such
other
applicable clearing agency) following the delivery of a Temporary
Global
Note or Permanent Global Note, as the case may be, to a common depositary
or, as the case may be, a common safekeeper pursuant to Subclause
3(1)(c),
3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order
of
the relevant Issuer. The Agent shall procure that the nominal
amount of Notes which the relevant Purchaser has agreed to purchase
is:
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(a) debited
from the Agent’s distribution account; and
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(b)
|
credited
to the securities account of such Purchaser with Euroclear, Clearstream,
Luxembourg or, in the case of Notes in CGN form, such other clearing
agency (as specified in the Letter from Lead Manager/Dealer as provided
for in Annex C to the Procedures Memorandum set forth in Appendix
D
hereto), in each case only upon receipt by the Agent on behalf of
the
relevant Issuer of the purchase price due from the relevant Purchaser
in
respect of such Notes.
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(5)
|
Unless
otherwise agreed in writing between the relevant Issuer and the Agent,
if
on the relevant Issue Date a Purchaser does not pay the full purchase
price due from it in respect of any Note (the Defaulted
Note) and, as a result, the Defaulted Note remains in the Agent’s
distribution account with Euroclear and/or Clearstream, Luxembourg
(or, in
the case of Notes in CGN form, such other applicable clearing agency)
after such Issue Date, the Agent will continue to hold the Defaulted
Note
to the order of the relevant Issuer. The Agent shall notify the
relevant Issuer forthwith of the failure of the Purchaser to pay
the full
purchase price due from it in respect of any Defaulted Note and,
subsequently, shall notify the relevant Issuer forthwith upon receipt
from
the Purchaser of the full purchase price in respect of such Defaulted
Note.
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(6)
|
Unless
otherwise agreed in writing between the relevant Issuer and the Agent,
if
the Agent pays an amount (the Advance) to the relevant
Issuer on the basis that a payment (the Payment) will be
received from a Purchaser and if the Payment is not received by the
Agent
on the date the Agent pays the relevant Issuer, the Agent shall notify
the
relevant Issuer by facsimile that the Payment has not been received
and
the relevant Issuer shall repay to the Agent the Advance and shall
pay
interest on the Advance (or the unreimbursed portion thereof) from
(and
including) the date such Advance is made to (but excluding) the earlier
of
repayment of the Advance and receipt by the Agent of the Payment
(at a
rate quoted at that time by the Agent as its cost of funding the
Advance
provided that evidence of the basis of such rate is given to the
relevant
Issuer).
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(7)
|
In
the event of an issue of Notes, the Agent will promptly, and in any
event
prior to the Issue Date in respect of such issue, send the applicable
Final Terms to the relevant Stock
Exchange.
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(8)
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Execution
in facsimile of any Notes and any photostatic copying or other duplication
of the master Temporary Global Note or the master Permanent Global
Note
(in unauthenticated form, but executed manually on behalf of the
relevant
Issuer as stated above) shall be binding upon the relevant Issuer
in the
same manner as if such Notes were signed manually by such
signatories.
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8. PAYMENTS
|
|
(1)
|
The
Agent shall advise the relevant Issuer, no later than ten Business
Days
(as defined in Subclause 8(2)) immediately preceding the date on
which any
payment is to be made to the Agent pursuant to this Subclause 8(1),
of the
payment amount, value date and payment instructions and the relevant
Issuer shall on each date on which any payment in respect of any
Bearer
Notes becomes due, transfer to an account specified by the Agent
not later
than (unless otherwise agreed between the relevant Issuer and the
Agent)
the Payment Time such amount in the relevant currency as shall be
sufficient for the purposes of such payment in funds settled through
such
payment system as the Agent and the relevant Issuer may
agree. As used in this Subclause 8(1), the term Payment
Time means (unless otherwise agreed between the relevant Issuer
and the Agent) 2:00 p.m. local time in the principal financial centre
of
the country of the currency in which the payment falls is to be made
(which in the case of payment of euro is London). Unless otherwise
provided in the applicable Final Terms, the principal financial centre
of
any country for the purposes of this Subclause 8(1) shall be as provided
in the ISDA Definitions on the Issue Date of such Series of Bearer
Notes
(except if the Specified Currency is Australian dollars or New Zealand
dollars the principal financial centre shall be Sydney or Auckland,
respectively).
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(2)
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The
relevant Issuer shall ensure that, no later than the third Business
Day
immediately preceding the date on which any payment is to be made
to the
Agent pursuant to Subclause 8(1), the Agent shall receive a confirmation
from the relevant Issuer that such payment will be made. For
the purposes of this Clause 8, Business Day
has the meaning given to it in Condition
4(b).
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(3)
|
The
Agent shall ensure that payments of both principal and interest in
respect
of Temporary Global Notes will be made only to the extent that
certificates of non-U.S. beneficial ownership as required by U.S.
Treasury
regulations have been received from Euroclear and/or Clearstream,
Luxembourg in accordance with the terms thereof. The Agent shall
retain
each such certification on behalf of the relevant Issuer, for four
calendar years following the year in which the certification is
received.
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(4)
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The
Agent shall pay interest on the Notes only outside the United States
and
its possessions, within the meaning of United States Treasury regulation
section 1.163-5(c)(1)(ii)(A). No interest on Notes issued by
TMCC shall be paid into an account maintained by the payee in the
United
States or mailed to an address in the United States unless the payee
is
described in United States Treasury regulation sections
1.163-5(c)(2)(v)(B)(1) or (2).
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(5)
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Subject
to the Agent being satisfied in its sole discretion that payment
will be
duly made as provided in Subclause 8(1), the Agent or the relevant
Paying
Agent shall pay or cause to be paid all amounts due in respect of
the
Bearer Notes on behalf of the relevant Issuer in the manner provided
in
the Conditions. If any payment provided for in Subclause 8(1)
is made late but otherwise in accordance with the provisions of this
Agreement, the Agent and each Paying Agent shall nevertheless make
payments in respect of the Bearer Notes as aforesaid following receipt
by
it of such payment.
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(6)
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If
for any reason the Agent considers in its sole discretion that the
amounts
to be received by the Agent pursuant to Subclause 8(1) will be, or
the
amounts actually received by it pursuant thereto are, insufficient
to
satisfy all claims in respect of all payments then falling due in
respect
of the Bearer Notes, the Agent shall then forthwith notify the relevant
Issuer of such insufficiency and, until such time as the Agent has
received the full amount of all such payments, neither the Agent
nor any
Paying Agent shall be obliged to pay any such
claims.
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(7)
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Without
prejudice to Subclauses 8(5) and 8(6), if the Agent pays any amounts
to
the holders of Bearer Notes, Receipts or Coupons or to any Paying
Agent at
a time when it has not received payment in full in respect of the
relevant
Bearer Notes in accordance with Subclause 8(1) (the excess of the
amounts
so paid over the amounts so received being the
Shortfall), the relevant Issuer shall, in addition to
paying amounts due under Subclause 8(1), pay to the Agent on demand
interest (at a rate which represents the Agent’s actual overnight cost of
funding the Shortfall as evidenced to the relevant Issuer by the
provision
of details of the calculation of the cost of funding) on the Shortfall
(or
the unreimbursed portion thereof) from (and including) the date such
Shortfall is paid by the Agent to the holders of the Bearer Notes,
Receipts or Coupons or to any Paying Agent to (but excluding) the
date of
receipt in full by the Agent of the Shortfall. The Agent shall
notify the relevant Issuer by facsimile as soon as practicable, it
being
understood that the relevant Issuer shall have the right to make
such
payment subsequently with good value as of such Business
Day.
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(8)
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The
Agent shall on demand promptly reimburse each Paying Agent for payments
in
respect of Bearer Notes properly made by such Paying Agent in accordance
with this Agreement and the Conditions unless the Agent has notified
the
Paying Agent, prior to the opening of business in the location of
the
office of the Paying Agent through which payment in respect of the
Bearer
Notes can be made on the due date of a payment in respect of the
Bearer
Notes, that the Agent does not expect to receive sufficient funds
to make
payment of all amounts falling due in respect of such Bearer
Notes.
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(9)
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Whilst
any Bearer Notes are represented by Temporary Global Notes or Permanent
Global Notes, all payments due in respect of such Notes shall be
made to,
or to the order of, the holder of the Global Notes, subject to and
in
accordance with the provisions of the Global Notes. On the
occasion of any such payment, (i) in the case of a CGN, the Paying
Agent
to which the Global Note was presented for the purpose of making
such
payment shall cause the relevant Schedule to the Global Notes to
be
annotated so as to evidence the amounts and dates of such payments
of
principal and/or interest as applicable or (ii) in the case of any
Global
Note which is a New Global Note, the Agent shall instruct Euroclear
and
Clearstream, Luxembourg to make appropriate entries in their records
to
reflect such payment.
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(10)
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If
the amount of principal and/or interest then due for payment is not
paid
in full (otherwise than by reason of a deduction required by law
to be
made therefrom), (i) the Paying Agent to which a Temporary Global
Note or
Permanent Global Note is presented for the purpose of making such
payment
shall, unless the Note is a New Global Note, make a record of such
shortfall on the relevant Schedule to the Global Note and such record
shall, in the absence of manifest error, be prima facie evidence
that the
payment in question has not to that extent been made or (ii) in the
case
of any Global Note which is a New Global Note, the Agent shall instruct
Euroclear and Clearstream, Luxembourg to make appropriate entries
in their
records to reflect such shortfall in
payment.
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9.
|
DETERMINATIONS
AND NOTIFICATIONS IN RESPECT OF
NOTES
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(1)
|
The
Agent shall make all such determinations and calculations (howsoever
described) as it is required to do under the Conditions, all subject
to
and in accordance with the Conditions provided that certain calculations
with respect to any Series of Notes may be made by an agent (the
Calculation Agent) appointed by the relevant Issuer and
acceptable to the Agent. The Agent may decline to act in the
capacity described above in relation to a particular Series of Notes
if
(i) the Agent does not have the capacity to determine the rate of
interest
or redemption amount or any other calculation to be made in relation
to
such Series of Notes and (ii) such decision to decline is notified
to the
relevant Issuer by the Agent as soon as reasonably practicable after
receipt by the Agent of the terms of such Series of Notes and, in
any
event, prior to the issue of such Series of
Notes.
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(2)
|
The
Agent shall not be responsible to any Issuer or to any third party
(except
in the event of negligence, wilful default or bad faith) as a result
of
the Agent having acted on any quotation given by any Reference Bank
(as
referred to in Condition 4(b)(iv)(E)) which subsequently may be found
to
be incorrect.
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(3)
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The
Agent shall promptly notify (and confirm in writing to) the relevant
Issuer, the other Paying Agents, (in the case of Registered Notes)
the
Registrar and the Canadian Paying Agent and (in respect of a Series
of
Notes listed on a Stock Exchange) the relevant Stock Exchange (or
other
relevant authority) of, inter alia, each Rate of Interest,
Interest Amount and Interest Payment Date and all other amounts,
rates and
dates which it is obliged to determine or calculate under the Conditions
as soon as practicable after the determination thereof (and in any
event
no later than the tenth Business Day (as defined in Clause 8) immediately
preceding the date on which any payment is to be made to the Agent
pursuant to Subclause 8(1)) and of any subsequent amendment thereto
pursuant to the Conditions.
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(4)
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The
Agent shall use its best endeavours to cause each Rate of Interest,
Interest Amount and Interest Payment Date and all other amounts,
rates and
dates which it is obliged to determine or calculate under the Conditions
(or which is provided to the Agent by any other Calculation Agent
appointed by the relevant Issuer as provided in Subclause 9(1)) to
be
published as required in accordance with the Conditions as soon as
possible after their determination or
calculation.
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(5)
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If
the Agent does not at any material time for any reason determine
and/or
calculate and/or publish the Rate of Interest, Interest Amount and/or
Interest Payment Date in respect of any Interest Period or any other
amount, rate or date as provided in this Clause 9, it shall forthwith
notify the relevant Issuer, the other Paying Agents, (in the case
of
Registered Notes) the Registrar and the Canadian Paying Agent of
such
fact.
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(6)
|
The
Agent shall provide to the Dealer or Dealers with respect to any
Series of
Notes certification as to the completion of distribution of such
Series of
Notes.
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(7)
|
For
purposes of monitoring the aggregate nominal amount of Notes (as
“Notes”
is defined in the Programme Agreement) issued and outstanding (as
“outstanding” is defined in the Programme Agreement) under the Programme,
the Agent shall determine the euro equivalent of the nominal amount
of
each issue of Notes (as “Notes” is defined in the Programme Agreement)
denominated in a Specified Currency, other than euros as
follows:
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(a)
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the
EUR equivalent of Notes denominated in a Specified Currency other
than EUR
shall be determined by the Agent as of 2:30 p.m. London time on the
Issue
Date for such Notes (save in the case of Notes issued prior to 28
September 2007 by TMCC under its U.S.$30,000,000,000 Euro Medium-Term
Note
Program which remain outstanding where the EUR equivalent of such
Notes
denominated in a Specified Currency other than EUR shall be determined
by
the Agent as of 2.30 p.m. London time on 28 September 2007) by reference
to the spot rate displayed on a page on the relevant Reuters service
or
Dow Xxxxx Markets Limited or such other service as is agreed between
the
Agent and the relevant Issuer from time to
time;
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(b)
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the
EUR equivalent of Dual Currency Notes and Index Linked Notes shall
be
determined in the manner specified above in paragraph (a) by reference
to
the original nominal amount of such
Notes;
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(c)
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the
EUR equivalent of Zero Coupon Notes and other Notes issued at a discount
shall be determined in the manner specified above in paragraph (a)
by
reference to the net proceeds received by the relevant Issuer for
the
particular issue; and
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(d)
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the
EUR equivalent of Partly Paid Notes shall be the nominal amount of
such
Notes regardless of the amount of purchase moneys paid up on such
Notes.
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The
Agent
shall promptly notify the relevant Issuer of each determination made as
aforesaid.
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(8)
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Without
prejudice to Subclause 9(7), determinations with regard to Index
Linked
Notes and Dual Currency Notes shall otherwise be made by the Calculation
Agent specified in the applicable Final Terms in the manner specified
in
the applicable Final Terms. Unless otherwise agreed between the
relevant Issuer and the relevant Purchaser or Purchasers of such
Notes,
such determinations shall be made on the basis of a Calculation Agency
Agreement substantially in the form of Appendix C
hereto.
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10. NOTICE
OF ANY WITHHOLDING OR DEDUCTION
If
any
Issuer is, in respect of any payments, compelled to withhold or deduct any
amount for or on account of taxes, duties, assessments or governmental charges
as specifically contemplated under the Conditions, such Issuer shall give notice
thereof to the Agent as soon as it becomes aware of the requirement to make
such
withholding or deduction and shall give to the Agent such information as it
shall require to enable it to comply with such requirement.
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11.
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DUTIES
OF THE AGENT IN CONNECTION WITH EARLY
REDEMPTION
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(1)
|
If
the relevant Issuer decides to redeem any Notes for the time being
outstanding prior to their Maturity Date in accordance with the
Conditions, the relevant Issuer shall give notice of such decision
to the
Agent not less than five days before the date of the notice required
to be
given to the holders of the Notes under the Conditions or such shorter
period that is acceptable to the
Agent.
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(2)
|
If
only some of the Notes of the same Series are to be redeemed on such
date
the Agent shall make the required drawing in accordance with the
Conditions but shall give the relevant Issuer reasonable notice of
the
time and place proposed for such drawing and the relevant Issuer
shall be
entitled to send representatives to attend such
drawing.
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(3)
|
The
Agent shall publish the notice required in connection with any such
redemption and shall at the same time also publish a separate list
of
serial numbers of any Notes previously drawn and not presented for
redemption. Such notice shall specify the date fixed for
redemption, the redemption amount, the manner in which redemption
will be
effected and, in the case of a partial redemption, the serial numbers
of
the Notes to be redeemed. Such notice will be published in
accordance with the Conditions.
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12. PUBLICATION
OF NOTICES
On
behalf
of and at the request and expense of the relevant Issuer, the Agent shall cause
to be published all notices required to be given by the relevant Issuer in
accordance with the Conditions. Forthwith upon the receipt by the
Agent of a demand or notice from any Noteholder in accordance with the
Conditions, the Agent shall forward a copy thereof to the relevant
Issuer.
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13.
|
CANCELLATION,
RESALE AND REISSUANCE OF NOTES, RECEIPTS, COUPONS AND
TALONS
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(1)
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All
Notes which are redeemed, all Global Notes which are exchanged in
full,
all Receipts or Coupons which are paid and all Talons which are exchanged
shall be cancelled by the Agent or Paying Agent by which they are
redeemed, paid or exchanged. In addition, all Notes which are
purchased or otherwise acquired pursuant to the Conditions by the
relevant
Issuer, together (in the case of Definitive Bearer Notes) with all
unmatured Receipts, Coupons or Talons (if any) attached thereto or
purchased therewith, may, at the option of the relevant Issuer where
the
Issuer is TMF, TFA or TMCC, either be (i) resold or reissued, or
held by
the relevant Issuer for subsequent resale or reissuance, or (ii)
cancelled
in which event such Notes, Receipts and Coupons may not be resold
or
reissued. Where the Issuer is TCCI, unless otherwise specified
in the applicable Final Terms, such Notes shall be surrendered (in
the
case of Bearer Notes) to any Paying Agent or in the case of Registered
Notes, the Registrar or Canadian Paying Agent for
cancellation. Where any Notes, Receipts, Coupons or Talons are
purchased and cancelled, resold or reissued, or held by the relevant
Issuer for subsequent resale or reissuance, as aforesaid, the relevant
Issuer shall procure that all relevant details are promptly given
to the
Agent and that all Notes, Receipts, Coupons or Talons so cancelled
are
delivered to the Agent.
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(2)
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Upon
the written request of the relevant Issuer, a certificate
stating:
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(a)
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the
aggregate nominal amount of Notes which have been redeemed and the
aggregate amount paid in respect
thereof;
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(b)
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the
number of Notes cancelled together (in the case of Definitive Bearer
Notes) with details of all unmatured Receipts, Coupons or Talons
(if any)
attached thereto or delivered
therewith;
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(c)
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the
aggregate amount paid in respect of interest on the
Notes;
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(d)
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the
total number by maturity date of Receipts, Coupons and Talons so
cancelled; and
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(e)
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in
the case of Definitive Bearer Notes, the serial numbers of such
Notes,
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shall
be
given to the relevant Issuer by the Agent as soon as reasonably practicable
and
in any event within 30 days after the date of such repayment or, as the case
may
be, payment or exchange.
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(3)
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Subject
to being duly notified in due time, the Agent shall give a certificate
to
the relevant Issuer, within three months of the date of purchase
and
cancellation or purchase and subsequent resale or reissuance of Notes
as
aforesaid, stating:
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(a)
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the
nominal amount of Notes so purchased and cancelled, resold or
reissued;
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(b)
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in
the case of Definitive Bearer Notes, the serial numbers of such Notes;
and
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(c)
|
the
total number by maturity date of the Receipts, Coupons and Talons
(if any)
appertaining thereto and surrendered therewith or attached
thereto.
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(4)
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The
Agent shall destroy all cancelled Notes, Receipts, Coupons and Talons
(unless otherwise instructed by the relevant Issuer) and, forthwith
upon
destruction and following the written request of the relevant Issuer,
furnish the relevant Issuer with a certificate of the serial numbers
of
the Notes (in the case of Definitive Bearer Notes) and the number
by
maturity date of Receipts, Coupons and Talons so
destroyed.
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(5)
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Without
prejudice to the obligations of the Agent pursuant to Subclause 13(2),
the
Agent shall keep a full and complete record of all Notes, Receipts,
Coupons and Talons (other than serial numbers of Coupons, except
those
which have been replaced pursuant to Condition 10) and of all redeemed,
cancelled or replacement Notes, Receipts, Coupons or Talons (in the
case
of Definitive Bearer Notes, with details of all unmatured Receipts,
Coupons or Talons (if any) attached thereto or delivered therewith)
including those issued in substitution for mutilated, defaced, destroyed,
lost or stolen Notes, Receipts, Coupons or Talons and of all Notes,
Receipts, Coupons or Talons which have been resold or
reissued. The Agent shall at all reasonable times make such
record available to the relevant Issuer and any person authorised
by the
relevant Issuer for inspection and for the taking of copies thereof
or
extracts therefrom.
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(6)
|
All
records and certificates made or given pursuant to this Clause 13
and
Clause 14 shall make a distinction between Notes, Receipts, Coupons
and
Talons of each Series.
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(7)
|
The
Agent is authorised by the relevant Issuer and instructed (a) in
the case
of any Global Note which is a CGN, to endorse or to arrange for the
endorsement of the relevant Global Note to reflect the reduction
in the
nominal amount represented by it by the amount so redeemed or purchased
and cancelled and (b) in the case of any Global Note which is a New
Global
Note, to instruct Euroclear and Clearstream, Luxembourg to make
appropriate entries in their records to reflect such redemption or
purchase and cancellation, as the case may be; provided, that, in
the case
of a purchase or cancellation, the relevant Issuer has notified the
Agent
of the same in accordance with Subclause
13(1).
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14.
|
ISSUE
OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND
TALONS
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(1)
|
The
Issuers will cause a sufficient quantity of additional forms of Notes,
Receipts, Coupons and Talons to be available, upon request, to the
Agent
at its specified office for the purpose of issuing replacement Notes,
Receipts, Coupons and Talons as provided
below.
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(2)
|
The
Agent will, subject to and in accordance with the Conditions and
the
following provisions of this Clause 14, cause to be delivered any
replacement Notes, Receipts, Coupons and Talons which the relevant
Issuer
may determine to issue in place of Notes, Receipts, Coupons and Talons
which have been lost, stolen, mutilated, defaced or
destroyed.
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(3)
|
In
the case of a mutilated or defaced Note, the Agent shall ensure that
(unless otherwise covered by such indemnity as the relevant Issuer
may
require) any replacement Note will only have attached to it Receipts,
Coupons and Talons corresponding to those (if any) attached to the
mutilated or defaced Note which is presented for
replacement.
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(4)
|
The
Agent shall not issue any replacement Note, Receipt, Coupon or Talon
unless and until the applicant therefor shall
have:
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(a)
|
paid
such reasonable costs as may be incurred in connection
therewith;
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(b)
|
furnished
it with such evidence (including evidence as to the serial number
of such
Note, Receipt, Coupon or Talon) and indemnity or other security (which
may
include a bank guarantee and/or security) or otherwise as the relevant
Issuer and the Agent may reasonably require;
and
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(c)
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in
the case of any mutilated or defaced Note, Receipt, Coupon or Talon,
surrendered the same to the Agent.
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(5)
|
The
Agent shall cancel any mutilated or defaced Notes, Receipts, Coupons
and
Talons in respect of which replacement Notes, Receipts, Coupons and
Talons
have been issued pursuant to this Clause 14 and shall furnish the
relevant
Issuer with a certificate stating the serial numbers of the Notes,
Receipts, Coupons and Talons so cancelled and, unless otherwise instructed
by the relevant Issuer in writing, shall destroy such cancelled Notes,
Receipts, Coupons and Talons and furnish the relevant Issuer with
a
destruction certificate containing the information specified in Subclause
13(4).
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(6)
|
The
Agent shall, on issuing any replacement Note, Receipt, Coupon or
Talon,
forthwith inform the relevant Issuer and the Paying Agents of the
serial
number of such replacement Note, Receipt, Coupon or Talon issued
and (if
known) of the serial number of the Note, Receipt, Coupon or Talon
in place
of which such replacement Note, Receipt, Coupon or Talon has been
issued. Whenever replacement Receipts, Coupons or Talons are
issued pursuant to the provisions of this Clause 14, the Agent shall
also
notify the Paying Agents of the maturity dates of the lost, stolen,
mutilated, defaced or destroyed Receipts, Coupons or Talons and of
the
replacement Receipts, Coupons or Talons
issued.
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(7)
|
The
Agent shall keep a full and complete record of all replacement Notes,
Receipts, Coupons and Talons issued and shall make such record available
all at reasonable times to the relevant Issuer and any persons authorised
by the relevant Issuer for inspection and for the taking of copies
thereof
or extracts therefrom.
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(8)
|
Whenever
any Note, Receipt, Coupon or Talon for which a replacement Note,
Receipt,
Coupon or Talon has been issued and in respect of which the serial
number
is known is presented to the Agent or any of the Paying Agents for
payment, the Agent or, as the case may be, the relevant Paying Agent
shall
immediately send notice thereof to the relevant Issuer and the
Agent.
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(9)
|
Notwithstanding
any of the foregoing in this Clause 14, no issue of replacement Notes,
Receipts, Coupons and Talons shall be made or delivered in the United
States.
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15.
|
COPIES
OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR
INSPECTION
|
The
Agent
and the Paying Agents shall, for as long as any Note remains outstanding, hold
copies of this Agreement, the Credit Support Agreements, the constitutional
documents of each Issuer, TFS and the Parent, the Prospectus dated the date
hereof and any supplement to or replacement thereof produced from time to time,
the forms of the temporary global, permanent global and definitive Notes and
each applicable Final Terms in relation to a Series of listed Notes or Notes
offered to the public in the European Economic Area, available for
inspection. In addition, the Agent and the Paying Agents shall hold
and shall make available, free of charge, at their specified offices copies
of
the latest annual and any interim reports of the relevant Issuer and the Parent;
provided, however, that if a Paying Agent acts as a Paying Agent for only some
of the Series of Notes issued under the Programme, such Paying Agent need only
hold the applicable Final Terms for the Series of Notes for which it acts as
Paying Agent (and any documents specified in the applicable Final Terms) and
the
other documents referenced in this Clause 15 shall be obtained by Noteholders
from the Agent or from Paying Agents that act as Paying Agents for all Series
of
Notes issued under the Programme. For this purpose, the Issuers shall
furnish the Agent and the Paying Agents with sufficient copies of the documents
they are required to hold.
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16.
|
COMMISSIONS
AND EXPENSES
|
|
|
(1)
|
The
Issuers severally agree to pay to the Agent such fees and commissions
as
the Issuers and the Agent may separately agree in respect of the
services
of the Agent and the Paying Agents hereunder together with any
out-of-pocket expenses (including legal, printing, postage, tax,
cable and
advertising expenses required in connection with the Notes issued
hereunder) properly incurred by the Agent and the Paying Agents in
connection with their said
services.
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|
|
(2)
|
The
Agent shall make payment of the fees and commissions due hereunder
to the
Paying Agents and shall reimburse their expenses promptly after the
receipt of the relevant moneys from the Issuers. None of the
Issuers shall be responsible for any such payment or reimbursement
by the
Agent to the Paying Agents.
|
17. INDEMNITY
|
|
(1)
|
The
Issuers shall severally indemnify the Agent and each of the Paying
Agents
against any direct losses, liabilities, costs, claims, actions, demands
or
expenses (including, but not limited to, all reasonable costs, charges
and
expenses paid or incurred in disputing or defending any of the foregoing
but excluding loss of profits) which it may incur or which may be
made
against the Agent or any Paying Agent as a result of or in connection
with
its appointment by the Issuers or the exercise of its powers and
duties
hereunder except such as may result from its own wilful default,
negligence or bad faith or that of its officers, directors or employers
or
the breach by it of the terms of this Agreement. Such indemnity
shall survive the termination or expiry of this
Agreement.
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|
|
(2)
|
The
Agent and the Paying Agents shall not be liable for any action taken
or
omitted hereunder except for their own wilful default, negligence
or bad
faith or that of their respective officers, directors or employees
or the
breach by any of them of the terms of this Agreement. Neither the
Agent
nor any Paying Agent shall be liable for any consequential loss (being
loss of business, goodwill, opportunity or profit) suffered by any
Issuer.
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|
|
(3)
|
Neither
the Agent nor any of the Paying Agents shall be responsible for the
acts
or failure to act of any other of them and each of the Agent and
the
Paying Agents shall severally indemnify each Issuer against any loss,
liability, cost, claim, action, demand or expense (including, but
not
limited to, all reasonable costs, legal fees, charges and expenses
paid or
incurred in disputing or defending any of the foregoing) which any
Issuer
may incur or which may be made against it as a result of the breach
by the
Agent or such Paying Agents of the terms of this Agreement or its
wilful
default, negligence or bad faith or that of its officers, directors
or
employees. Such indemnity shall survive the termination or
expiry of this Agreement.
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18. REPAYMENT
BY THE AGENT
The
Agent
shall, forthwith on demand, upon the relevant Issuer being discharged from
its
obligation to make payments in respect of any Notes under the relevant
Conditions, and provided that there is no outstanding, bona fide and proper
claim in respect of any such payments, pay to the relevant Issuer sums
equivalent to any amounts paid to it by the relevant Issuer in respect of such
Notes.
19. CONDITIONS
OF APPOINTMENT
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(1)
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The
Agent shall be entitled to deal with money paid to it by any Issuer
for
the purpose of this Agreement in the same manner as other money paid
to a
banker by its customers except:
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(a)
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that
it shall not exercise any right of set-off, lien or similar claim
in
respect thereof;
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(b)
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as
provided in Subclause 19(2) below;
and
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(c)
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that
it shall not be liable to account to any Issuer for any interest
thereon
except as otherwise agreed between the relevant Issuer and the
Agent.
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(2)
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In
acting hereunder and in connection with the Notes, the Agent and
the
Paying Agents shall act solely as agents of the Issuers and will
not
thereby assume any obligations towards or relationship of agency
or trust
for or with any of the owners or holders of the Notes, Receipts,
Coupons
or Talons, except that all funds held by the Agent or the Paying
Agents
for payment to the Noteholders shall be held in trust, to be applied
as
set forth herein, but need not be segregated from other funds except
as
required by law; provided, however, that monies paid by any Issuer
to the
Agent for the payment of principal or interest on Notes remaining
unclaimed at the end of five years after such principal or interest
shall
become due and payable shall be repaid to the relevant Issuer as
provided
and in the manner set forth in the Notes whereupon all liability
of the
Agent with respect thereto shall
cease.
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(3)
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The
Agent and the Paying Agents hereby undertake to the Issuers to perform
such obligations and duties, and shall be obliged to perform such
duties
and only such duties, as are herein (including Appendix F hereto
in the
case of the Agent), in the Conditions and in the Procedures Memorandum
specifically set forth, or are otherwise agreed to in writing by
the
relevant Issuer, the Agent and the Paying Agents as applicable, and
no
implied duties or obligations shall be read into this Agreement or
the
Notes against the Agent and the Paying Agents other than the duty
to act
honestly and in good faith and to exercise the diligence of a reasonably
prudent agent in comparable circumstances. Each of the Paying
Agents (other than the Agent) agrees that if any information that
is
required by the Agent to perform the duties set out in Appendix F
hereto
becomes known to it, it will promptly provide such information to
the
Agent.
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(4)
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The
Agent may consult with legal and other professional advisers and
the
opinion of such advisers shall be full and complete protection in
respect
of any action taken, omitted or suffered hereunder in good faith
and in
accordance with the opinion of such
advisers.
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(5)
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Each
of the Agent and the Paying Agents shall be protected and shall incur
no
liability for or in respect of any action taken, omitted or suffered
in
reliance upon any instruction, request or order from any of the Issuers
or
any notice, resolution, direction, consent, certificate, affidavit,
statement, cable or other paper or document which it reasonably believes
to be genuine and to have been delivered, signed or sent by the proper
party or parties or upon written instructions from any of the
Issuers.
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(6)
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Any
of the Agent and the Paying Agents and their officers, directors
and
employees may become the owner of, or acquire any interest in, any
Notes,
Receipts, Coupons or Talons with the same rights that it, he or she
would
have if the Agent or the relevant Paying Agent, as the case may be,
concerned were not appointed hereunder, and may engage or be interested
in
any financial or other transaction with any of the Issuers and may
act on,
or as depositary, trustee or agent for, any committee or body of
holders
of Notes or Coupons or in connection with any other obligations of
the
Issuers as freely as if the Agent or the relevant Paying Agent, as
the
case may be, were not appointed
hereunder.
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(7)
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Each
Issuer shall provide the Agent with a certified copy of the list
of
persons authorised to execute documents and take action on its behalf
in
connection with this Agreement and shall notify the Agent promptly
in
writing if any of such persons ceases to be so authorised or if any
additional person becomes so authorised together, in the case of
an
additional authorised person, with evidence satisfactory to the Agent
that
such person has been so authorised.
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(8)
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The
amount of the Programme may be increased by the Issuers in accordance
with
the procedure set out in the Programme Agreement. Upon any
increase being effected, all references in this Agreement to the
amount of
the Programme shall be deemed to be references to the increased
amount.
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20. COMMUNICATION
BETWEEN THE PARTIES
A
copy of
all communications relating to the subject matter of this Agreement between
any
Issuer and any holders of Notes, Receipts or Coupons and any of the Paying
Agents shall be sent to the Agent by the relevant Paying Agent and the Agent
shall forthwith promptly deliver a copy of any such communication to the
relevant Issuer.
21. CHANGES
IN AGENT AND PAYING AGENTS
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(1)
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Each
Issuer agrees that, until no Note is outstanding or until moneys
for the
payment of all amounts in respect of all outstanding Notes have been
made
available to the Agent and have been returned to the relevant Issuer
as
provided herein (whichever is the
later):
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(a)
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so
long as any Notes are admitted to trading or listed on any Stock
Exchange
or other relevant authority, there will at all times be a Paying
Agent
with a specified office in such place as may be required by the rules
and
regulations of the relevant Stock Exchange or other relevant
authority;
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(b)
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there
will at all times be a Paying Agent (or the Agent) with a specified
office
in a city approved by the Issuers and the Agent in continental
Europe;
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(c)
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there
will at all times be an Agent; and
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(d)
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there
will at all times be a Paying Agent in a Member State of the European
Union that will not be obliged to withhold or deduct tax pursuant
to the
European Council Directive 2003/48/EC on the taxation of savings
income or
any law implementing or complying with or introduced to conform to,
such
Directive.
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In
addition, the Issuers shall appoint a Paying Agent having a specified office
in
the United States only in the circumstances described in the final paragraph
of
Condition 5(d). Any variation, termination, appointment or change
shall only take effect (other than in the case of insolvency, when it shall
be
of immediate effect) after not less than 30 nor more than 45 days prior notice
thereof shall have been given to the Noteholders in accordance with Condition
16.
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(2)
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The
Agent may (subject as provided in Subclause 21(4)) at any time resign
as
Agent by giving written notice to the Issuers of such intention on
its
part, specifying the date on which its desired resignation shall
become
effective; provided that such date shall never be less than three
months
after the receipt of such notice by the Issuers unless the Issuers
agree
to accept less notice.
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(3)
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The
Agent may (subject as provided in Subclause 21(4)) be removed at
any time
by the filing with it of an instrument in writing signed on behalf
of the
Issuers specifying such removal and the date when it shall become
effective.
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(4)
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Any
resignation under Subclause 21(2) or removal under Subclause 21(3)
shall
only take effect upon the appointment by the Issuers of a successor
Agent
and (other than in cases of insolvency of the Agent) on the expiry
of the
notice to be given under Clause 23. If, by the day falling 10
days before the expiry of any notice under Subclause 21(2), the Issuers
have not appointed a successor Agent, then the Agent shall be entitled,
on
behalf of the Issuers, to appoint as a successor Agent in its place
such
reputable financial institution of good standing as it may reasonably
determine to be capable of performing the duties of the Agent
hereunder.
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(5)
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In
case at any time the Agent and/or any Paying Agent resigns, or is
removed,
or becomes incapable of action or is adjudged bankrupt or insolvent,
or
files a voluntary petition in bankruptcy or makes an assignment for
the
benefit of its creditors or consents to the appointment of an
administrator, liquidator or administrative or other receiver of
all or a
substantial part of its property, or if an administrator, liquidator
or
administrative or other receiver of it or all or a substantial part
of its
property is appointed, or it admits in writing its inability to pay
or
meet its debts as they become due, or if an order of any court is
entered
approving any petition filed by or against it under the provisions
of any
applicable bankruptcy or insolvency law or if any officer takes charge
or
control of it or of its property or affairs for the purpose of
rehabilitation, administration or liquidation, a successor Agent
and/or
Paying Agent may be appointed by the Issuers by an instrument in
writing
filed with the successor Agent and/or Paying Agent. Upon the
appointment as aforesaid of a successor Agent and/or Paying Agent
and
acceptance by the latter of such appointment and (other than in the
case
of insolvency of the Agent and/or Paying Agent when it shall be of
immediate effect) upon expiry of the notice to be given under Clause
23,
the Agent and/or Paying Agent so superseded shall cease to be an
Agent
and/or a Paying Agent hereunder.
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(6)
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Subject
to Subclause 21(1), the Issuers may, after prior consultation with
the
Agent, terminate the appointment of any of the other Paying Agents
at any
time and/or appoint one or more further Paying Agents located outside
the
United States (either for all Notes issued under the Programme or
with
respect to a particular Series of Notes) by giving to the Agent,
and to
the relevant Paying Agent, at least 45 days’ notice in writing to that
effect, or such lesser notice as is agreed to by the Agent, the Issuers
and the relevant Paying Agent; and any Issuer may, in respect of
a
particular Series of Notes only, appoint one or more further Paying
Agents
which appointment shall take effect on the date of such
appointment.
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(7)
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Subject
to Subclause 21(1), all or any of the Paying Agents (other than the
Agent)
may resign their respective appointments hereunder at any time by
giving
the Issuers and the Agent at least 45 days’ written notice to that
effect.
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(8)
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Upon
its resignation or removal becoming effective, the Agent or the relevant
Paying Agent:
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(a)
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shall,
in the case of the Agent, forthwith transfer all moneys held by it
hereunder and the records referred to in Subclauses 13(5) and 14(7)
to the
successor Agent hereunder; and
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(b)
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shall
be entitled to the payment by the Issuers of its commissions and
fees for
the services theretofore rendered hereunder in accordance with the
terms
of Clause 16 and to the reimbursement of all reasonable out-of-pocket
expenses (including legal fees and together with any applicable value
added tax or similar tax thereon) incurred in connection
therewith.
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(9)
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Upon
its appointment becoming effective, a successor Agent and any new
Paying
Agent shall, without further act, deed or conveyance, become vested
with
all the authority, rights, powers, trust, immunities, duties and
obligations of such predecessor with like effect as if originally
named as
Agent or (as the case may be) a Paying Agent
hereunder.
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(10)
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In
the case of any Series of Notes to be issued by TCCI in registered
form
TCCI has appointed a registrar, transfer agent and Canadian paying
agent
pursuant to the Note Agency
Agreement.
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22. MERGER
AND CONSOLIDATION
Any
corporation into which the Agent or any Paying Agent may be merged, or any
corporation with which the Agent or any of the Paying Agents may be
consolidated, or any corporation resulting from any merger or consolidation
to
which the Agent or any of the Paying Agents shall be a party, or any corporation
to which the Agent or any of the Paying Agents shall sell or otherwise transfer
all or substantially all the assets of the Agent or any Paying Agent shall,
on
the date when such merger, consolidation or transfer becomes effective and
to
the extent permitted by any applicable laws, become the successor Agent or,
as
the case may be, Paying Agent under this Agreement without the execution or
filing of any paper or any further act on the part of the parties hereto, unless
otherwise required by the Issuers, and after the said effective date all
references in this Agreement to the Agent or, as the case may be, such Paying
Agent shall be deemed to be references to such corporation. Written
notice of any such merger, consolidation or transfer shall forthwith be given
to
the Issuers by the relevant Agent or Paying Agent.
23. NOTIFICATIONS
Following
receipt of notice of resignation from the Agent or any Paying Agent and
forthwith upon appointing a successor Agent or, as the case may be, further
or
other Paying Agents for any Series of Notes outstanding prior to the date of
such appointment or on giving notice to terminate the appointment of any Agent
or, as the case may be, Paying Agent, the relevant Issuer shall give or cause
to
be given not more than 45 days’ nor less than 30 days’ notice thereof to any
Noteholders affected by such termination or appointment in accordance with
the
Conditions.
24. CHANGE
OF SPECIFIED OFFICE
The
specified office of the Agent shall be One Canada Square, Xxxxxx Xxxxx, Xxxxxx
X00 0XX. The specified office of the other Paying Agent shall be
Aerogolf Center, 0X, Xxxxxxxxx, X-0000 Xxxxxxxxxxxxx, Xxxxxxxxxx. If
the Agent or any Paying Agent determines to change its specified office, it
shall give to the Issuers and (if applicable) the Agent written notice of such
determination giving the address of the new specified office which shall be
in
the same city and stating the date on which such change is to take effect,
which
shall not be less than 45 days thereafter. The Agent (on behalf of
the Issuers) shall within 15 days of receipt of such notice (unless the
appointment of the Agent or the relevant Paying Agent, as the case may be,
is to
terminate pursuant to Clause 21 on or prior to the date of such change) give
or
cause to be given not more than 45 days’ nor less than 30 days’ notice thereof
to the Noteholders in accordance with the Conditions; provided, however, that
if
a Paying Agent acts as Paying Agent for only some of the Series of Notes under
the Programme, notice need be given only to holders of the Notes of those Series
in relation to which the Paying Agent acts as Paying Agent.
25. NOTICES
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(1)
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Any
notice or communication given hereunder shall be sufficiently given
or
served:
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(a)
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if
delivered in person to the relevant address specified on the signature
pages hereof (or to such other address as is specified in writing
and
delivered to the relevant parties to this Agreement) and, if so delivered,
shall be deemed to have been delivered at time of receipt;
or
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(b)
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if
sent by facsimile to the relevant number specified on the signature
pages
hereof (or to such other facsimile number as is specified in writing
and
delivered to the relevant parties to this Agreement) and, if so sent,
shall be deemed to have been delivered upon transmission provided
such
transmission is confirmed when an acknowledgment of receipt is
received.
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(2)
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A
copy of any notice served in accordance with Subclause 25(1) shall
be
given to the Parent and TFS at:
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Toyota
Motor Corporation
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Nagoya
Office
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7-1,
Meieki 4-chome
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Nakamura-ku
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Nagoya
City
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Aichi
Prefecture 450-8711
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Japan
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Telephone:
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000
000 0000
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Telefax:
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052
552 3745
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Attention:
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Group
Manager of Affiliated Companies Finance
Division
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Toyota
Financial Services Corporation
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Nagoya
Lucent Tower
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6-1,
Xxxxxxxx-xxx
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Nishi-ku
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Nagoya
City
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Aichi
Prefecture 451-6015
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Japan
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Telephone:
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000
000 0000
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Telefax:
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052
587 7931
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Attention:
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Group
Vice President of Risk Management
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26. TAXES
AND STAMP DUTIES
The
Issuers agree to pay any and all stamp and other documentary taxes or duties
(other than any interest or penalties arising as a result of a failure by any
other person to account promptly to the relevant authorities for any such duties
or taxes after such person shall have received from the relevant Issuer the
full
amount payable in respect thereof) which may be payable in connection with
the
execution, delivery, performance and enforcement of this Agreement.
27. CURRENCY
INDEMNITY
If,
under
any applicable law and whether pursuant to a judgment being made or registered
against any Issuer or in the liquidation, insolvency or analogous process of
any
Issuer or for any other reason, any payment under or in connection with this
Agreement is made or is to be satisfied in a currency (the other
currency) other than that in which the relevant payment is expressed to
be due (the required currency) under this Agreement, then, to
the extent that the payment (when converted into the required currency at the
rate of exchange on the date of payment or, if it is not practicable for the
Agent or the relevant Paying Agent to purchase the required currency with the
other currency on the date of payment, at the rate of exchange as soon
thereafter as it is practicable for it to do so or, in the case of a
liquidation, insolvency or analogous process at the rate of exchange on the
latest date permitted by applicable law for the determination of liabilities
in
such liquidation, insolvency or analogous process) actually received by the
Agent or the relevant Paying Agent falls short of the amount due under the
terms
of this Agreement, such Issuer undertakes that it shall, as a separate and
independent obligation, indemnify and hold harmless the Agent and the relevant
Paying Agent against the amount of such shortfall. For the purpose of
this Clause 27, rate of exchange means the rate at which the
Agent or the relevant Paying Agent is able on the London foreign exchange market
on the relevant date to purchase the required currency with the other currency
and shall take into account any premium and other costs of
exchange.
28. AMENDMENTS: MEETINGS
OF HOLDERS
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(1)
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This
Agreement, (in the case of Registered Notes) the Note Agency Agreement,
the Notes and any Receipts and Coupons attached to the Notes may
be
amended by the Issuers or the relevant Issuer, as the case may be,
and (in
the case of this Agreement) the Agent and (in the case of the Note
Agency
Agreement) the Registrar and the Canadian Paying Agent, without the
consent of the holder of any Note, Receipt or Coupon (a) for the
purpose
of curing any ambiguity, or of curing, correcting or supplementing
any
defective provision contained herein or therein, or to evidence the
succession of another corporation to the relevant Issuer as provided
in
Condition 13 or provide for substitution of the relevant Issuer as
provided in Condition 14, (b) to make any further modifications of
the
terms of this Agreement or (in the case of Registered Notes) the
Note
Agency Agreement necessary or desirable to allow for the issuance
of any
additional Notes (which modifications shall not be materially adverse
to
holders of outstanding Notes), or (c) in any manner which the Issuers
or
the relevant Issuer, as the case may be, and (in the case of this
Agreement) the Agent and (in the case of the Note Agency Agreement)
the
Registrar and the Canadian Paying Agent, may deem necessary or desirable
and which shall not materially adversely affect the interests of
the
holders of the Notes, Receipts and Coupons. In addition, with
the consent of the holders of not less than a majority in aggregate
nominal amount of the Notes then outstanding affected thereby, or
by a
resolution adopted by a majority in aggregate nominal amount of such
outstanding Notes affected thereby present or represented at a meeting
of
such holders at which a quorum is present (provided that such resolution
shall be approved by the holders of not less than 25 per cent. of
the
aggregate nominal amount of Notes affected thereby then outstanding),
this
Agreement, (in the case of Registered Notes) the Note Agency Agreement
or
the terms and conditions of the Notes, Receipts and Coupons may be
modified or amended by the parties hereto or thereto, and future
compliance and past defaults waived, in each case as provided in
Conditions 9 and 15 and subject to the limitations therein provided
(including that no such agreement shall, without the consent or the
affirmative vote of the holder of each Note affected thereby,
(i) change the stated maturity of the principal of or any instalment
of interest on any Note, (ii) reduce the nominal amount of or
interest on any Note, (iii) change the obligation of the Issuer to
pay Additional Amounts as provided in Condition 7, (iv) reduce the
percentage in nominal amount of outstanding Notes the consent of
the
holders of which is necessary to modify or amend the Agency Agreement
or
(in the case of Registered Notes) the Note Agency Agreement or the
terms
and conditions of the Notes or to waive any future compliance or
past
default, or (v) reduce the percentage in nominal amount of
outstanding Notes the consent of the holders of which is required
at any
meeting of holders of Notes at which a resolution is
adopted).
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(2)
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A
meeting of holders of Notes may be called by the holders of at least
10
per cent. in nominal amount of the outstanding Notes of the relevant
Series at any time and from time to time to make, give or take any
request, demand, authorisation, direction, notice, consent, waiver
or
other action provided by this Agreement or the Notes to be made,
given or
taken by holders of Notes.
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(3)
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The
Agent may at any time call a meeting of holders of Notes of any Series
for
any purpose specified in Subclause 28(1) to be held at such time
and at
such place in the City of New York or in London, as the Agent and
the
relevant Issuer shall determine. Notice of every meeting of
holders of Notes, setting forth the time and the place of such meeting
and
in general terms the action proposed to be taken at such meeting,
shall be
given by the Agent to the relevant Issuer and to the holders of the
Notes,
in the same manner as provided in Condition 16, not less than 21
nor more
than 180 days prior to the date fixed for the meeting. In the
case at any time the relevant Issuer or the holders of at least 10
per
cent. in nominal amount of the outstanding Notes shall have requested
the
Agent to call a meeting of the holders to take any action authorised
in
Subclause 28(1), by written request setting forth in reasonable detail
the
action proposed to be taken at the meeting, and the Agent shall not
have
given notice of such meeting within 21 days after receipt of such
request
or shall not thereafter proceed to cause the meeting to be held as
provided herein, then the relevant Issuer, or the holders of Notes
in the
amount above-specified, as the case may be, may determine the time
and the
place in the City of New York or London for such meeting and may
call such
meeting by giving notice thereof as provided in this Subclause
28(3).
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(4)
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To
be entitled to vote at any meeting of holders of Notes, a person
shall be
a holder of outstanding Notes at the time of such meeting, or a person
appointed by an instrument in writing as proxy for such
holder.
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(5)
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The
quorum at any meeting called to adopt a resolution will be persons
holding
or representing a majority in aggregate nominal amount of the Notes
at the
time outstanding affected thereby. In the absence of a quorum, within
30
minutes of the time appointed for any such meeting, the meeting may
be
adjourned for a period of not less than 10 days as determined by
the
chairman of the meeting prior to the adjournment of such
meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period
of
not less than 10 days as determined by the chairman of the meeting
prior
to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in
Subclause 28(3) except that such notice need be given not less than
five
days prior to the date on which the meeting is scheduled to be
reconvened. Notice of the reconvening of an adjourned meeting
shall state expressly the percentage of the nominal amount of the
outstanding Notes which shall constitute a
quorum.
|
The
quorum at any adjourned meeting will be one or more persons holding or
representing 25 per cent. in aggregate nominal amount of such Notes at the
time outstanding affected thereby. Any meeting of holders of Notes at which
a
quorum is present may be adjourned from time to time by vote of a majority
in
nominal amount of the outstanding Notes represented at the meeting, and the
meeting may be held as so adjourned without further notice. At a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid, any resolution and all matters shall be effectively passed and
decided if passed or decided by the persons entitled to vote a majority in
nominal amount of the outstanding Notes represented and voting at such meeting,
provided that such amount approving such resolution shall be not less than
25
per cent. in nominal amount of the outstanding Notes.
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(6)
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Any
modifications, amendments or waivers under this Clause 28 to this
Agreement or (in the case of Registered Notes) the Note Agency Agreement
or to the terms and conditions of the Notes, Receipts and Coupons
will be
conclusive and binding on all holders of Notes, Receipts and Coupons,
whether or not they have given such consent or were present at any
meeting, and whether or not notation of such modifications, amendments
or
waivers is made upon the Notes, Receipts and Coupons. It shall
not be necessary for the consent of the holders of Notes under Condition
15 to approve the particular form of any proposed amendment, but
it shall
be sufficient if such consent shall approve the substance
thereof.
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(7)
|
Notes
authenticated and delivered after the execution of any amendment
under
this Clause 28 to this Agreement, or (in the case of Registered Notes)
to
the Note Agency Agreement, the Notes, Receipts or Coupons may bear
a
notation in form approved by the Agent or (in the case of Registered
Notes) Registrar as to any matter provided for in such amendment
to this
Agreement or (in the case of Registered Notes) to the Note Agency
Agreement. New Notes so modified as to conform, in the opinion of
the
Agent or (in the case of Registered Notes) the Registrar and the
relevant
Issuer, to any modification contained in any such amendment may be
prepared by the relevant Issuer, authenticated by the Agent or (in
the
case of Registered Notes) the Registrar and delivered in exchange
for the
Notes then outstanding affected
thereby.
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(8)
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The
Agent may make such reasonable regulations as it may deem advisable
for
any meeting of holders of Notes in regard to proof of the holding
of Notes
and of the appointment of proxies and in regard to the appointment
and
duties of inspectors of votes, the submission and examination of
proxies,
certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem
appropriate. The Agent shall, by an instrument in writing,
appoint a temporary chairman of the meeting, unless the meeting shall
have
been called by the relevant Issuer or holders of Notes as provided
above,
in which case the relevant Issuer or the holders of Notes calling
the
meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the persons entitled to vote
a
majority in nominal amount of the outstanding Notes represented at
the
meeting. The chairman of the meeting shall have no right to
vote, except as a holder of Notes or proxy. A record, at least
in triplicate, of the proceedings of each meeting of holders of Notes
shall be prepared, and one such copy shall be delivered to the relevant
Issuer and another to the Agent to be preserved by the
Agent.
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29. CALCULATION
AGENCY AGREEMENT
A
form of
calculation agency agreement is set out in Appendix C hereto. Where
the Conditions require functions to be carried out by a Calculation Agent other
than the Agent, the relevant Issuer may execute such an agreement or an
agreement in such other form as such Issuer and the Calculation Agent may
agree.
30. REDENOMINATION
AND EXCHANGE
(1) Redenomination
Where
redenomination (Redenomination) is specified in the applicable
Final Terms as being applicable, and unless otherwise specified in the
applicable Final Terms, the relevant Issuer may, without the consent of any
Noteholder, Receiptholder or Couponholder, on giving prior notice to Euroclear,
Clearstream, Luxembourg and the Agent and at least 30 days’ prior notice to
Noteholders as provided in Condition 16, designate a Redenomination
Date. With effect from the Redenomination Date, notwithstanding the
other provisions of the Conditions:
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(a)
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the
Notes and Receipts shall (unless already so provided by mandatory
provisions of applicable law) be deemed to be redenominated in euro
in the
denomination of euro 0.01 with a nominal amount for each Note and
Receipt
equal to the nominal amount of the Note or Receipt in the original
Specified Currency, converted into euro at the Established Rate,
and the
Specified Currency shall be deemed to be Euro; provided that, if
the
relevant Issuer determines, after consultation with the Agent, that
the
then market practice in respect of the redenomination into euro of
internationally offered securities is different from the provisions
specified above in this Subclause 30(1)(a) or in the applicable Final
Terms, such provisions shall be deemed to be amended so as to comply
with
such market practice and the relevant Issuer shall promptly notify
the
Noteholders, the stock exchange (if any) on which the Notes may be
listed
and the Agent and Paying Agent(s) of such deemed
amendments;
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(b)
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if
Definitive Notes are required to be issued after the Redenomination
Date,
they shall be issued at the expense of the relevant Issuer in the
denominations of euro 1,000, euro 10,000 and euro 100,000 and (but
only to
the extent of any remaining amounts less than euro 1,000 or such
smaller
denominations as the Agent may approve) euro 0.01 and such other
denominations as the relevant Issuer, after consultation with the
Agent,
shall determine and notify to
Noteholders;
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(c)
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if
Definitive Notes have been issued, all unmatured Coupons and Receipts
denominated in the original Specified Currency (whether or not attached
to
the Notes) will become void and no payments will be made in respect
of
them with effect from the date on which the relevant Issuer gives
notice
(the Exchange Notice) that Euro-denominated Notes,
Receipts and Coupons are available for exchange (provided that such
securities are so available). New certificates in respect of
Euro-denominated Notes, Receipts and Coupons will be issued in exchange
for Notes, Receipts and Coupons in the original Specified Currency
in such
manner as the relevant Issuer, after consultation with the Agent,
may
specify and shall be notified to Noteholders in the Exchange
Notice. No Exchange Notice may be given less than 15 days prior
to any date for payment of principal or interest on the
Notes;
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(d)
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after
the Redenomination Date, all payments in respect of the Notes, the
Receipts and the Coupons (other than, unless the Redenomination Date
is on
or after such date as the original Specified Currency ceases to be
a
subdivision of the euro, payments of interest in respect of periods
commencing before the Redenomination Date) will be made solely in
euro as
though references in the Notes, the Receipts and the Coupons to the
Specified Currency were to euro. Such payments will be made in
euro by credit or transfer to a euro account (or any other account
to
which euro may be credited or transferred) specified by the payee
or by
cheque; provided, however, that a cheque may not be delivered to
an
address in, and an amount may not be transferred to an account at
a bank
located in, the United States of America or its possessions except
as
provided in Condition 5(d);
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(e)
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after
the Redenomination Date, Business Day in relation to any
sum payable in euro shall mean a day on which commercial banks and
foreign
exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency deposits)
in
London and a day on which the TARGET system is open. After the
Redenomination Date, Payment Day shall mean (A) a
Business Day as defined herein and (B) a day on which
commercial banks are open for general business (including dealings
in
foreign exchange and foreign currency deposits) in the relevant place
of
presentation;
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(f)
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if
Definitive Notes have been issued, after the Redenomination Date,
the
amount of interest due in respect of Notes will be calculated by
reference
to the aggregate nominal amount of Notes presented (or, as the case
may
be, in respect of which Receipts or Coupons are presented) for payment
by
the relevant holder and the amount of such payment shall be rounded
down
to the nearest euro 0.01. If the Notes are in global form,
after the Redenomination Date, the amount of interest due in respect
of
Notes represented by the Global Note will be calculated by reference
to
the aggregate nominal amount of such Notes and the amount of such
payment
shall be rounded down to the nearest euro 0.01;
and
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(g)
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the
applicable Final Terms will specify any relevant changes to the provisions
relating to interest, including without limitation, any change to
the
applicable Day Count Fraction and Business Day
Convention.
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(2) Exchange
Where
exchange (Exchange) is specified in the applicable Final Terms
as being applicable, and unless otherwise specified in the applicable Final
Terms, the relevant Issuer may, without the consent of any Noteholder,
Receiptholder or Couponholder, on giving prior notice to Euroclear, Clearstream,
Luxembourg and the Agent and at least 30 days’ prior notice to the Noteholders
as provided in Condition 16, elect that, with effect from the Redenomination
Date specified in the notice, the Notes shall be exchangeable for Notes
expressed to be denominated in euro in accordance with such arrangements as
the
relevant Issuer may decide, after consultation with the Agent, and as may be
specified in the notice, including arrangements under which Receipts and Coupons
(which expression shall for this purpose include Coupons to be issued on an
exchange of matured Talons) unmatured at the date so specified become
void.
(3) Amendments
and Modifications
The
applicable Final Terms in relation to any Notes may specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent
with the provisions herein, replace or modify the provisions for the purpose
of
such Notes. In addition, the relevant Issuer and the Agent may make
any changes, without the consent of, but with notification to (in accordance
with Condition 16 and this Clause 30), any Noteholder, Receiptholder or
Couponholder, to this Agreement necessary to implement the provisions of
Condition 18 and this Clause 30.
Notwithstanding
anything to the contrary contained in this Clause 30, if the relevant Issuer
determines, after consultation with the Agent, that the then market practice
in
respect of the redenomination into euro of internationally offered securities
or
euro-denominated internationally offered securities is different from that
specified in this Clause 30, the relevant Issuer may (but shall not be required
to) amend the provisions of this Clause 30 and any provision of the Conditions,
as applicable, so as to comply with such market practice, and the relevant
Issuer shall promptly notify Noteholders, the stock exchange (if any) on which
the Notes may be listed, the Paying Agents and the Agent of such deemed
amendments. Such changes will not take effect until after they have
been notified to Noteholders in accordance with Condition 16 and this Clause
30.
31. DEED
POLL
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(1)
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If
any Global Note becomes void in accordance with its terms, each Issuer
covenants with each Relevant Account Holder (other than any Relevant
Account Holder which is an account holder of any other Relevant Clearing
System) that each Relevant Account Holder shall automatically acquire
at
the Relevant Time, without the need for any further action on behalf
of
any person, against the relevant Issuer all those rights which the
Relevant Account Holder would have had if at the Relevant Time it
held and
beneficially owned executed and authenticated Definitive Bearer Notes
in
respect of each Underlying Note (as defined in the definition of
“Global
Note”) represented by the Global Note which the Relevant Account Holder
has credited to its securities account with the Relevant Clearing
System
at the Relevant Time. Each Issuer’s obligation under this
Clause 31 shall be a separate and independent obligation by reference
to
each Underlying Note which a Relevant Account Holder has credited
to its
securities account with the Relevant Clearing System and each Issuer
agrees that a Relevant Account Holder may assign its rights under
this
Clause 31 in whole or in part.
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(2)
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The
records of the Relevant Clearing System shall be conclusive evidence
of
the identity of the Relevant Account Holders and the number of Underlying
Notes credited to the securities account of each Relevant Account
Holder.
For these purposes a statement issued by the Relevant Clearing System
stating:
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(a)
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the
name of the Relevant Account Holder to which the statement is issued;
and
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(b)
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the
aggregate nominal amount of Underlying Notes credited to the securities
account of the Relevant Account Holder as at the opening of business
on
the first day following the Relevant Time on which the Relevant Clearing
System is open for business,
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shall
be
conclusive evidence of the records of the Relevant Clearing System at the
Relevant Time.
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(3)
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In
the event of a dispute, the determination of the Relevant Time by
the
Relevant Clearing System shall (in the absence of manifest error)
be final
and conclusive for all purposes in connection with the Relevant Account
Holders with securities accounts with the Relevant Clearing
System.
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(4)
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Each
Issuer undertakes in favour of each Relevant Account Holder that,
in
relation to any payment to be made by it under this Clause 31, it
will
comply with the provisions of Condition 7 to the extent that they
apply to
any payments in respect of Underlying Notes as if those provisions
had
been set out in full in this Clause
31.
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(5)
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Each
Issuer will pay any stamp and other duties and taxes, including interest
and penalties, payable on or in connection with the execution of
this
Agreement and any action taken by any Relevant Account Holder to
enforce
the provisions of this Clause 31.
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(6)
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This
Clause 31 shall take effect as a Deed Poll for the benefit of the
Relevant
Account Holders from time to time. This Agreement shall be
deposited with and held by the common depositary for Euroclear and
Clearstream, Luxembourg (being at that date of this Agreement the
Agent)
until all the obligations of each Issuer under this Clause 31 have
been
discharged in full.
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(7)
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Each
Issuer acknowledges the right of every Relevant Account Holder to
the
production of, and the right of every Relevant Account Holder to
obtain
(upon payment of a reasonable charge) a copy of, this Agreement,
and
further acknowledges and covenants that the obligations binding upon
it
contained in this Clause 31 are owed to, and shall be for the account
of,
each and every Relevant Account Holder, and that each Relevant Account
Holder shall be entitled severally to enforce those obligations against
the relevant Issuer.
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32. DESCRIPTIVE
HEADINGS
The
descriptive headings in this Agreement are for convenience of reference only
and
shall not define or limit the provisions hereof.
33. CONTRACTS
(RIGHTS OF THIRD PARTIES) XXX 0000
Save
for
Clause 31, this Agreement confers no right by virtue of the Contract (Rights
of
Third Parties) Xxx 0000 to enforce any term of this Agreement, but this does
not
affect any right or remedy of a third party which exists or is available apart
from that Act.
34. GOVERNING
LAW
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(1)
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This
Agreement is governed by, and shall be construed in accordance with,
the
laws of England.
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(2)
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Each
Issuer hereby irrevocably agrees for the exclusive benefit of the
Agent,
the Paying Agents and the Relevant Account Holders that the courts
of
England are to have jurisdiction to settle any disputes which may
arise
out of or in connection with this Agreement and that accordingly
any suit,
action or proceedings (together referred to as
Proceedings) arising out of or in connection with this
Agreement may be brought in such courts. Each Issuer hereby
irrevocably waives any objection which it may have to the laying
of the
venue of any Proceedings in any such courts and any claim that any
such
Proceedings have been brought in an inconvenient forum and hereby
further
irrevocably agrees that a judgment in any Proceedings brought in
the
English courts shall be conclusive and binding upon each Issuer and
may be
enforced in the courts of any other jurisdiction. Nothing
contained herein shall limit any right to take Proceedings against
any
Issuer in any other court of competent jurisdiction, nor shall the
taking
of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or
not. Each Issuer hereby appoints Toyota Financial Services (UK)
PLC of Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX as its agent
for
service of process and agrees that, in the event of Toyota Financial
Services (UK) PLC ceasing so to act or ceasing to be registered in
England, it will appoint another person as its agent for service
of
process in England in respect of any
Proceedings.
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(3)
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If
TMF is represented by an attorney or attorneys in connection with
the
signing and/or execution and/or delivery of this Agreement or any
agreement, deed or document referred to herein or made pursuant hereto
and
the relevant power or powers of attorney is or are expressed to be
governed by the laws of The Netherlands, it is hereby expressly
acknowledged and accepted by the other parties hereto that such laws
shall
govern the existence and extent of such attorney's or attorneys'
authority
and the effects of the exercise
thereof.
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35. COUNTERPARTS
This
Agreement may be executed in one or more counterparts all of which shall
constitute one and the same agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
The
Issuers
SIGNED,
SEALED AND
DELIVERED )
by XXXXXXX
XXXXXX )
being
duly authorised attorney
of )
TOYOTA
MOTOR
FINANCE ) /s/
Xxxxxxx Xxxxxx
(NETHERLANDS)
B.V. with
the )
intention
that this instrument takes
effect )
as
TMF’s
deed in the presence
of: )
/s/
Xxxxxxx Xxxxx
XXXXXXX
XXXXX
GREAT
BURGH
BURGH
HEATH
EPSOM,
SURREY
TOYOTA
MOTOR FINANCE (NETHERLANDS) X.X.
Xxxxxx,
Xxxxxxxxxxxxxx 0000
1077
ZX
Amsterdam
The
Netherlands
Telephone: 31
20 406 4444
Telefax: 31
20 406 4555
Attention: Asako
Sudo
SIGNED,
SEALED AND
DELIVERED )
by XXXXXXX
XXXXXX )
being
duly authorised attorney
of )
TOYOTA
CREDIT CANADA
INC. ) /s/
Xxxxxxx Xxxxxx
with
the
intention that this instrument
takes )
effect
as
TCCI’s deed in the presence
of: )
/s/
Xxxxxxx Xxxxx
XXXXXXX
XXXXX
GREAT
BURGH
BURGH
HEATH
EPSOM,
SURREY
TOYOTA
CREDIT CANADA INC.
00
Xxxxx
Xxxxx, Xxxxx 000
Xxxxxxx
Xxxxxxx
X0X 0X0
Xxxxxx
Telephone: 000
000 0000
Telefax: 000
000 0000
Attention: Executive
Vice-President
SIGNED,
SEALED AND
DELIVERED )
by XXXXXXX
XXXXXX )
being
duly authorised attorney
of )
TOYOTA
FINANCE
AUSTRALIA ) /s/
Xxxxxxx Xxxxxx
LIMITED
with the intention that
this )
instrument
takes effect as TFA’s
deed )
in
the
presence
of: )
/s/
Xxxxxxx Xxxxx
XXXXXXX
XXXXX
GREAT
BURGH
BURGH
HEATH
EPSOM,
SURREY
TOYOTA
FINANCE AUSTRALIA LIMITED
Lexxx
0,
000 Xxxxxxx Xxxxxxx
Xx
Xxxxxxxx XXX 0000
Xxxxxxxxx
Telephone: 61
2 9430 0000
Telefax: 61
2 9430 0913
Attention: Treasurer
SIGNED,
SEALED AND
DELIVERED )
by )
being
duly authorised attorney
of )
TOYOTA
MOTOR
CREDIT ) /s/
Xxxxx Xxxxxxxxx
CORPORATION
with the intention
that ) Xxxxx
Xxxxxxxxx
this
instrument takes effect as
TMCC’s ) Group
V.P., Treasury
deed
in
the presence
of: )
TOYOTA
MOTOR CREDIT CORPORATION
19000
Xxxxx Xxxxxxx Xxxxxx, XX00
Xxxxxxxx
Xxxxxxxxxx
00000
XXX
Telephone: (000)
000-0000
Telefax: (000)
000-0000
Attention: Group
Vice President, Treasury
The
Agent
THE
BANK OF NEW YORK
One
Canada Square
Caxxxx
Xxxxx
Xxxxxx
X00 0XX
Telephone: x00
(0) 000 000 0000
Telefax: x00
(0) 000 000 0000
Attention: Corporate
Trust Administration
By: /s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
Assistant
Vice President
The
Other Paying Agent
THE
BANK OF NEW YORK (LUXEMBOURG) S.A.
Aexxxxxx
Xxxxxx
0X,
Xxxxxxxxx
X-0000
Xxxxxxxxxxxxx
Xxxxxxxxxx
Telephone: (000)
00 00 000000
Telefax: (000)
00 00 00 0000
Attention: Corporate
Trust Department
By: /s/
Xxxxx Xxxxxxx
Xxxxx
Xxxxxxx
Assistant
Vice
President
APPENDIX A
TERMS
AND CONDITIONS OF THE NOTES
This
Note
is one of a Series (as defined below) of Notes issued subject to, and with
the
benefit of, the Agency Agreement dated 28th September, 2007
(the “Agency Agreement”), and made between Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited and Toyota Motor Credit Corporation as Issuers and The Bank of New
York,
as the issuing agent and (unless specified otherwise in the applicable Final
Terms) principal paying agent and (unless specified otherwise in the applicable
Final Terms) as calculation agent (the “Agent”, which expression shall
include any successor agent or other Calculation Agent specified in the
applicable Final Terms) and the other paying agents named therein (together
with
the Agent, the “Paying Agents”, which expression shall include any
additional or successor paying agents). Notes in registered form
issued by Toyota Credit Canada Inc. (“Registered Notes”) are also
issued subject to, and with the benefit of, a Note Agency Agreement dated
28th September, 2007 (the “Note Agency Agreement”) and made
between Toyota Credit Canada Inc. as Issuer, Royal Bank of Canada as the
registrar (the “Registrar”, which expression shall include any
successor registrar) and Royal Bank of Canada, London branch as paying agent
(the “Canadian Paying Agent”, which expression shall include any
additional or successor paying agent appointed for Registered
Notes).
References
in these Terms and
Conditions to the “Notes” shall be references to the Notes of this
Series and shall mean (i) in relation to any Notes represented by a global
Note,
units of the lowest Specified Denomination in the Specified Currency of the
relevant Notes, (ii) definitive Notes issued in exchange (or part exchange)
for
a temporary or permanent global Note or global registered Note and (iii) any
global Note.
Interest
bearing definitive Notes in
bearer form will (unless otherwise indicated in the applicable Final Terms)
have
interest coupons (“Coupons”) and, if indicated in the applicable Final
Terms, talons for further Coupons (“Talons”) attached on issue. Any
reference herein to Coupons or coupons shall, unless the context otherwise
requires, be deemed to include a reference to Talons. Definitive Notes repayable
in instalments have receipts (“Receipts”) for the payment of the
instalments of principal (other than the final instalment) attached on
issue.
The
Notes, the Receipts and the Coupons
have the benefit of certain Credit Support Agreements governed by Japanese
law,
one between Toyota Motor Corporation (the “Parent”) and Toyota
Financial Services Corporation (“TFS”) dated 14th July, 2000 as
supplemented by a Supplemental Credit Support Agreement dated 14th July, 2000
and a Supplemental Credit Support Agreement No. 2 dated 2nd October, 2000
(collectively, the “Basic Agreement”) and others between TFS and each
of Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. and Toyota
Finance Australia Limited dated 7th August, 2000 and Toyota Motor Credit
Corporation dated 1st October, 2000 (each a “Credit Support Agreement”
and together with the Basic Agreement the “Credit Support
Agreements”). However, the Credit Support Agreements do not
constitute a direct or indirect guarantee by the Parent or TFS of the
Notes.
The
Final Terms applicable to the Notes
is attached hereto or endorsed hereon and supplements these Terms and Conditions
and may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Terms and Conditions, replace
or modify these Terms and Conditions for the purposes of the Notes. References
herein to the “applicable Final Terms” shall mean the Final Terms
attached hereto or endorsed hereon.
As
used herein, “Series” means
each original issue of Notes together with any further issues expressed to
form
a single series with the original issue and the terms of which (save for the
Issue Date, the amount and date of the first payment of interest thereon and/or
the Issue Price (as indicated in the applicable Final Terms)) are identical
(including the Maturity Date, Interest Basis, Redemption/Payment Basis and
Interest Payment Dates (if any) and whether or not the Notes are admitted to
trading) and expressions “Notes of the relevant Series” and related
expressions shall be construed accordingly. As used herein, “Tranche”
means all Notes of the same Series with the same Issue Date and Interest
Commencement Date (if applicable).
Copies
of the Agency Agreement (which
contains the form of the Final Terms), the Offering Circular and Prospectus
dated 28th September, 2007, the Credit Support Agreements and (if the Note
is
offered to the public in a Member State of the European Union, Iceland, Norway
or Liechtenstein or admitted to trading on a regulated market within the meaning
of the Prospectus Directive) the Final Terms applicable to the Note are
available free of charge and available for inspection at the specified offices
of the Agent and each of the other Paying Agents. Copies of the Note
Agency Agreement (if the Note is a Registered Note) are available free of charge
and available for inspection by the holders of Registered Notes at the specified
offices of the Registrar and the Canadian Paying Agent. The holders of the
Notes
(the “Noteholders”), which expression shall, in relation to any Notes
represented by a global Note, be construed as provided in Condition 1, the
holder of the Coupons (the “Couponholders”) and holders of Receipts
(the “Receiptholders”) are deemed to have notice of the Agency
Agreement and the applicable Final Terms, which are binding on
them. The holders of Registered Notes are deemed to have notice of
the Note Agency Agreement, which is binding on them.
Words
and expressions defined in the
Agency Agreement or (if the Note is a Registered Note) in the Note Agency
Agreement or used in the applicable Final Terms shall have the same meanings
where used in these Terms and Conditions unless the context otherwise requires
or unless otherwise stated. In the event of inconsistency between the Agency
Agreement, (if the Note is a Registered Note) the Note Agency Agreement or
the
applicable Final Terms, the applicable Final Terms will prevail.
1. Form,
Denomination and Title
The
Notes may be issued in bearer form
(“Bearer Notes”) or, in respect of Notes issued by Toyota Credit Canada
Inc., in bearer or registered form as set out in the applicable Final Terms
and,
in the case of definitive Bearer Notes, serially numbered, in the Specified
Currency (or Specified Currencies in the case of Dual Currency Notes) and the
Specified Denomination(s), all as specified in the applicable Final
Terms.
Bearer
Notes may not be exchanged for
Registered Notes and vice versa.
The
Note may be a Note bearing interest
on a fixed rate basis (“Fixed Rate Note”), a Note bearing interest on a
floating rate basis (“Floating Rate Note”), a Note issued on a
non-interest bearing basis (“Zero Coupon Note”), a Note with respect to
which interest is calculated by reference to an index, index basket and/or
a
formula (“Index Linked Interest Note”), a Note with respect to which
interest is calculated by reference to certain parameters (“Range Accrual
Note”) or any combination of the foregoing, depending upon the interest
basis specified in the applicable Final Terms. The Note may be a Note with
respect to which principal is calculated by reference to an index or index
basket and/or a formula (“Index Linked Redemption Note”), a Note
redeemable in instalments (“Instalment Note”), a Note with respect to
which principal and/or interest is payable in one or more Specified Currencies
other than the Specified Currency in which it is denominated (“Dual Currency
Note”), a Note which is issued on a partly paid basis (“Partly Paid
Note”) or a combination of any of the foregoing, depending upon the
redemption or payment basis shown in the applicable Final Terms (and where
appropriate in the context, “Index Linked Interest Notes” and
“Index Linked Redemption Notes” are referred to collectively as
“Index Linked Notes”).
Bearer
Notes in definitive form are
issued with Coupons attached, unless they are Zero Coupon Notes in which case
references to interest (other than interest due after the Maturity Date),
Coupons and Couponholders in these Terms and Conditions are not
applicable. Wherever Dual Currency Notes or Index Linked Notes are
issued to bear interest on a fixed or floating rate basis or on a non-interest
bearing basis, the provisions in these Terms and Conditions relating to Fixed
Rate Notes, Floating Rate Notes and Zero Coupon Notes, respectively, shall,
where the context so permits, apply to such Dual Currency Notes or Index Linked
Notes.
Subject
as set out below, title to
Bearer Notes, Receipts and Coupons will pass by delivery. The holder of each
Coupon or Receipt, whether or not such Coupon or Receipt is attached to a Note,
in his capacity as such, shall be subject to and bound by all the provisions
contained in the relevant Note. Subject as set out below, the Issuer and any
Paying Agent may deem and treat the bearer of any Bearer Note, Receipt or Coupon
as the absolute owner thereof (whether or not overdue and notwithstanding any
notice to the contrary, including any notice of ownership or writing thereon
or
notice of any previous loss or theft thereof) for all purposes but, in the
case
of any global Bearer Note, without prejudice to the provisions set out in the
next succeeding paragraph.
For
so long as any of the Notes is
represented by a global Note, each person who is for the time being shown in
the
records of Euroclear Bank S.A./N.V. (“Euroclear”) or of Clearstream
Banking, société anonyme (“Clearstream, Luxembourg”) as the holder of a
particular nominal amount of such Notes other than a clearing agency (including
Clearstream, Luxembourg and Euroclear) that is itself an account holder of
Clearstream, Luxembourg or Euroclear (in which regard any certificate or other
document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount
of Notes standing to the account of any person shall be conclusive and binding
for all purposes save in the case of manifest error or proven error) shall
be
treated by the Issuer, the Agent and any other Paying Agent or (in the case
of
Registered Notes) the Registrar and the Canadian Paying Agent as the holder
of
such nominal amount of such Notes for all purposes other than with respect
to
the payment of principal (including premium (if any)) or interest on the Notes,
for which purpose the bearer of the relevant global Bearer Note or registered
holder of the registered global Note shall be treated by the Issuer, the Agent
and any other Paying Agent as the holder of such Notes in accordance with and
subject to the terms of the relevant global Note (and the expressions
“Noteholder” and “holder of Notes” and related expressions
shall be construed accordingly). Notes which are represented by a global Note
will be transferable only in accordance with the rules and procedures for the
time being of Euroclear or of Clearstream, Luxembourg, as the case may
be.
Title
to Registered Notes issued by
Toyota Credit Canada Inc. passes on due endorsement in the relevant register
which Toyota Credit Canada Inc. shall procure to be kept by the Registrar.
Subject as set out above, except as ordered by a court of competent jurisdiction
or as required by law, the registered holder of any Registered Note shall be
deemed to be and may be treated as the absolute owner of such Registered Note
for all purposes, whether or not such Registered Note shall be overdue and
notwithstanding any notice of ownership, theft or loss thereof or any writing
thereon made by anyone and no person shall be liable for so treating such
registered holder (and the expressions “Noteholder” and “holder of
Notes” and related expressions shall be construed
accordingly).
Provisions
relating to the transfer of
Registered Notes are set out in the relevant Registered Note and the Note Agency
Agreement.
Any
reference herein to Euroclear
and/or Clearstream, Luxembourg shall, whenever the context so permits, except
in
relation to Notes in new global note (“NGN”) form, be deemed to include
a reference to any additional or alternative clearing system approved by the
Issuer, the Agent or (in the case of Registered Notes) the Registrar and the
Canadian Paying Agent and, in the case of Notes admitted to the Official List
and admitted to trading on the London Stock Exchange’s Gilt Edged and Fixed
Interest Market, the UK Listing Authority.
If
the Specified Currency of the Note
is a currency of one of the Member States of the European Union which has not
adopted the euro, and if specified in the applicable Final Terms, the Note
shall
permit redenomination and exchange (as referred to in Condition 18 below or
in
such other manner as set forth in the applicable Final Terms) at the option
of
the Issuer.
2. Status
of the Notes and the Credit Support Agreements
The
Notes and any relevant Receipts and
Coupons are direct, unconditional, unsubordinated and (subject to the provisions
of Condition 3) unsecured obligations of the Issuer and rank pari passu
and rateably without any preference among themselves and (save for
certain
debts required to be preferred by law) equally with all other unsecured
obligations (other than subordinated obligations, if any) of the Issuer from
time to time outstanding. The Notes, the Receipts and the Coupons have the
benefit of the Credit Support Agreements.
3. Negative
Pledge
The
Notes will be subject to this
Condition 3 only if this Condition 3 is specified to be applicable in the
applicable Final Terms. So long as any of the Notes remains
outstanding (as defined in the Agency Agreement) the Issuer will not create
or
permit to be outstanding any mortgage, pledge, lien, security interest or other
charge (each a “Security Interest”) (other than a Permitted Security
Interest (as defined below)) for the benefit of the holders of any Relevant
Indebtedness (as defined below) on the whole or any part of its property or
assets, present or future, to secure any Relevant Indebtedness issued or
expressly guaranteed by the Issuer or in respect of which the Issuer has given
any indemnity without in any such case at the same time according to the Notes
the same security as is granted or is outstanding in respect of such Relevant
Indebtedness or such guarantee or indemnity or such other security as shall
be
approved by the written consent of holders of a majority in aggregate nominal
amount of the Notes then outstanding affected thereby, or by resolution adopted
by the holders of a majority in aggregate nominal amount of such Notes then
outstanding present or represented at a meeting of the holders of the Notes
affected thereby at which a quorum is present, as provided in the Agency
Agreement; provided, however, that such covenant will not apply to Security
Interests securing outstanding Relevant Indebtedness which does not in the
aggregate at any one time exceed 20 per cent. of Consolidated Net Tangible
Assets (as defined below) of the Issuer and its consolidated subsidiaries (if
any). For
the
purposes of this Condition 3:
“Consolidated
Net Tangible
Assets” means the aggregate amount of assets (less applicable reserves and
other properly deductible items) after deducting therefrom all goodwill, trade
names, trademarks, patents, unamortised debt discount and expense and other
like
intangibles of the Issuer and its consolidated subsidiaries (or, where the
Issuer has no consolidated subsidiaries, of the Issuer), all as set forth on
the
most recent balance sheet of the Issuer and its consolidated subsidiaries (or,
where the Issuer has no consolidated subsidiaries, the most recent balance
sheet
of the Issuer) prepared in accordance with generally accepted accounting
principles as practised in the jurisdiction of the Issuer’s
incorporation;
“Relevant
Indebtedness” shall mean any indebtedness in the form of or
represented by bonds, notes, debentures or other securities which have a final
maturity of more than a year from the date of their creation and which are
admitted to trading on one or more stock exchanges;
“Permitted
Security Interest”
shall mean:
|
(i)
|
any
Security Interest arising by operation of law or any right of
set-off;
|
|
(ii)
|
any
Security Interest granted by the Parent in favour of a TMC subsidiary
(as
defined below) (while such beneficiary remains a TMC subsidiary)
or by one
TMC subsidiary in favour of another TMC subsidiary (while such beneficiary
remains a TMC subsidiary);
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(iii)
|
any
Security Interest created in connection with, or pursuant to, a
limited-recourse financing, securitisation or other like arrangement
where
the payment obligations in respect of the indebtedness secured by
the
relevant Security Interest are to be discharged from the revenues
generated by assets over which such Security Interest is created
(including, without limitation, receivables);
and
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“TMC
subsidiary” means any of
the Parent’s subsidiaries consolidated in accordance with generally accepted
accounting principles in the United States.
4. Interest
|
(a)
|
Interest
on Fixed Rate Notes and Business Day Convention for Notes other than
Floating Rate Notes and Index Linked
Notes
|
Each
Fixed Rate Note bears interest
from (and including) the Interest Commencement Date which is specified in the
applicable Final Terms (or the Issue Date, if no Interest Commencement Date
is
separately specified) to (but excluding) the Maturity Date specified in the
applicable Final Terms at the rate(s) per annum equal to the Fixed Rate(s)
of
Interest so specified payable in arrear on the Interest Payment Date(s) in
each
year and on the Maturity Date so specified if it does not fall on an
Interest Payment Date.
If
the Notes are in definitive form,
except as provided in the applicable Final Terms, or if the applicable Final
Terms specify that a Fixed Coupon Amount or Broken Amount(s) shall apply in
the
case of Notes represented by a global Note, the amount of interest payable
on
each Interest Payment Date in respect of the Fixed Interest Period ending on
(but excluding) such date will amount to the Fixed Coupon Amount as specified
in
the applicable Final Terms. Payments of interest on any Interest Payment Date
will, if so specified in the applicable Final Terms, amount to the Broken
Amount(s) so specified.
As
used in these Terms and Conditions,
“Fixed Interest Period” means the period from (and including) an
Interest Payment Date (or the Interest Commencement Date) to (but excluding)
the
next (or first) Interest Payment Date or Maturity Date.
Unless
specified otherwise in the
applicable Final Terms, the “Following Business Day Convention” will
apply to the payment of all Notes other than Floating Rate Notes or Index Linked
Interest Notes, meaning that if the Interest Payment Date or Maturity Date
would
otherwise fall on a day which is not a Business Day (as defined in Condition
4(b)(i) below), the related payment of principal or interest will be made
on the next succeeding Business Day as if made on the date such payment was
due.
If the “Modified Following Business Day Convention” is specified in the
applicable Final Terms for any Note (other than a Floating Rate Note or an
Index
Linked Interest Note), it shall mean that if the Interest Payment Date or
Maturity Date would otherwise fall on a day which is not a Business Day (as
defined in Condition 4(b)(i) below), the related payment of principal or
interest will be made on the next succeeding Business Day as if made on the
date
such payment was due unless it would thereby fall into the next calendar month
in which event the full amount of payment shall be made on the immediately
preceding Business Day as if made on the day such payment was due. Unless
specified otherwise in the applicable Final Terms, the amount of interest due
shall not be changed if payment is made on a day other than an Interest Payment
Date or the Maturity Date as a result of the application of a Business Day
Convention specified above or other Business Day Convention specified in the
applicable Final Terms.
Except
in the case of (i) Notes in
definitive form where a Fixed Coupon Amount or a Broken Amount is specified
in
the applicable Final Terms or (ii) Notes represented by a global Note where
the
applicable Final Terms specify that a Fixed Coupon Amount or Broken Amount(s)
shall apply, interest shall be calculated in respect of any period (including
any period ending other than on an Interest Payment Date (which for this purpose
shall not include a period where a payment is made on a day other than an
Interest Payment Date or the Maturity Date as a result of the application of
a
Business Day Convention as provided in the immediately preceding paragraph,
unless specified otherwise in the applicable Final Terms)) by applying the
Fixed
Rate of Interest to:
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(A)
|
in
the case of Fixed Rate Notes which are represented by a global Note,
the
aggregate outstanding nominal amount of the Fixed Rate Notes represented
by such global Note (or, if they are Partly Paid Notes, the aggregate
of
the amount paid up); or
|
|
(B)
|
in
the case of Fixed Rate Notes in definitive form, the Calculation
Amount,
|
and,
in
each case, multiplying such sum by the applicable Fixed Day Count Fraction
or
other Day Count Fraction specified in the applicable Final Terms, and rounding
the resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded upwards or otherwise in accordance
with
applicable market convention. Where the Specified Denomination of a
Fixed Rate Note in definitive form comprises more than one Calculation Amount,
the amount of interest payable in respect of such Fixed Rate Note shall be
the
aggregate of the amounts (determined in the manner provided above) for each
Calculation Amount comprising the Specified Denomination without any further
rounding.
In
these Terms and Conditions,
“Fixed Day Count Fraction” means (unless specified otherwise in the
applicable Final Terms):
(i) if
“Actual/Actual (ICMA)” is specified in the applicable Final
Terms:
|
|
(A)
|
in
the case of Notes where the number of days in the relevant period
from
(and including) the most recent Interest Payment Date (or, if none,
the
Interest Commencement Date or Issue Date, as applicable) to (but
excluding) the relevant payment date (the “Accrual Period”) is
equal to or shorter than the Determination Period (as defined below)
during which the Accrual Period ends, the number of days in such
Accrual
Period divided by the product of (1) the number of days in such
Determination Period and (2) the number of Determination Dates (as
specified in the applicable Final Terms) that would occur in one
calendar
year assuming interest was to be payable in respect of the whole
of that
year; or
|
|
|
(B)
|
in
the case of Notes where the Accrual Period is longer than the
Determination Period during which the Accrual Period ends, the sum
of:
|
|
|
(1)
|
the
number of days in such Accrual Period falling in the Determination
Period
in which the Accrual Period begins divided by the product of (x)
the
number of days in such Determination Period and (y) the number of
Determination Dates (as specified in the applicable Final Terms)
that
would occur in one calendar year assuming interest was to be payable
in
respect of the whole of that year;
and
|
|
|
(2)
|
the
number of days in such Accrual Period falling in the next Determination
Period divided by the product of (x) the number of days in such
Determination Period and (y) the number of Determination Dates (as
specified in the applicable Final Terms) that would occur in one
calendar
year assuming interest was to be payable in respect of the whole
of that
year; and
|
|
|
(ii)
|
if
“Actual/Actual (ISDA)” is specified in the applicable Final
Terms, the actual number of days in the relevant period from (and
including) the most recent Interest Payment Date (or, if none, the
Interest Commencement Date or Issue Date, as applicable) to (but
excluding) the next scheduled Interest Payment Date divided by 365
(or, if
any portion of that period falls in a leap year, the sum of (x) the
actual number of days in that portion of the period falling in a
leap year
divided by 366; and (y) the actual number of days in that portion of
the period falling in a non-leap year divided by 365);
and
|
|
|
(iii)
|
if
“30/360” is specified in the applicable Final Terms, the number
of days in the relevant period from (and including) the most recent
Interest Payment Date (or, if none, the Interest Commencement Date
or
Issue Date, as applicable) to (but excluding) the next scheduled
Interest
Payment Date (such number of days being calculated on the basis of
a year
of 360 days with 12 30-day months) divided by 360 and, in the case
of an
incomplete month, the number of days elapsed;
and
|
|
|
(iv)
|
if
“Actual/360” is specified in the applicable Final Terms, the
actual number of days in the relevant period from (and including)
the most
recent Interest Payment Date (or, if none, the Interest Commencement
Date
or Issue Date, as applicable) to (but excluding) the next scheduled
Interest Payment Date divided by 360;
and
|
|
|
(v)
|
if
“30E/360” or “Eurobond Basis” is specified in the
applicable Final Terms, the number of days in the Accrual Period
divided
by 360 (the number of days to be calculated on the basis of a year
of 360
days with 12 30-day months, without regard to the date of the first
day or
last day of the Accrual Period unless, in the case of an Accrual
Period
ending on the Maturity Date, the Maturity Date is the last day of
the
month of February, in which case the month of February shall not
be
considered to be lengthened to a 30-day
month).
|
In
these
Terms and Conditions:
“Determination
Period” means
the period from (and including) a Determination Date (as specified in the
applicable Final Terms) to (but excluding) the next Determination Date
(including, where either the Interest Commencement Date or the final Interest
Payment Date is not a Determination Date, the period commencing on the first
Determination Date prior to, and ending on the first Determination Date falling
after, such date); and
“sub-unit”
means,
with respect
to any currency other than euro, the lowest amount of such currency that is
available as legal tender in the country of such currency and, with respect
to
euro, means one cent.
(b) Interest
on Floating Rate Notes and Index Linked Interest
Notes
(i) Interest
Payment Dates
Each
Floating Rate Note and Index
Linked Interest Note bears interest from (and including) the Interest
Commencement Date specified in the applicable Final Terms (or the Issue Date,
if
no Interest Commencement Date is separately specified) and, unless specified
otherwise in the applicable Final Terms, such interest will be payable in arrear
on the Maturity Date and on either: (1) the Specified Interest Payment Date(s)
(each, together with the Maturity Date, an “Interest Payment Date”) in
each year specified in the applicable Final Terms; or (2) if no Specified
Interest Payment Date(s) is/are specified in the applicable Final Terms, each
date (each such date, together with the Maturity Date, an “Interest Payment
Date”) which falls the number of months or other period specified as the
Specified Period in the applicable Final Terms after the preceding Interest
Payment Date or, in the case of the first Interest Payment Date, after the
Interest Commencement Date or Issue Date, as applicable. Such interest will
be
payable in respect of each Interest Period. As used in these Terms
and Conditions, “Interest Period” means the period from (and including)
an Interest Payment Date (or the Interest Commencement Date or Issue Date,
as
applicable) to (but excluding) the next (or first) Interest Payment
Date).
If
a Business Day Convention is
specified in the applicable Final Terms and (x) if there is no numerically
corresponding day in the calendar month in which an Interest Payment Date should
occur or (y) if any Interest Payment Date would otherwise fall on a day which
is
not a Business Day (as defined below), then, if the Business Day Convention
specified is:
|
|
(A)
|
in
any case where Specified Periods are specified in accordance with
Condition 4(b)(i)(2) above, the Floating Rate Convention, such Interest
Payment Date (i) in the case of (x) above, shall be the last day
that is a
Business Day in the relevant month and the provisions of (2) below
in this
sub-paragraph (A) shall apply mutatis mutandis or (ii) in the
case of (y) above, shall be postponed to the next day which is a
Business
Day unless it would thereby fall into the next calendar month, in
which
event (1) such Interest Payment Date shall be brought forward to
the
immediately preceding Business Day and (2) each subsequent Interest
Payment Date shall be the last Business Day in the month which falls
in
the Specified Period after the preceding applicable Interest Payment
Date
occurred; or
|
|
|
(B)
|
the
Following Business Day Convention, such Interest Payment Date shall
be
postponed to the next day which is a Business Day;
or
|
|
|
(C)
|
the
Modified Following Business Day Convention, such Interest Payment
Date
shall be postponed to the next day which is a Business Day unless
it would
thereby fall into the next calendar month, in which event such Interest
Payment Date shall be brought forward to the immediately preceding
Business Day; or
|
|
|
(D)
|
the
Preceding Business Day Convention, such Interest Payment Date shall
be
brought forward to the immediately preceding Business
Day.
|
If
the accrual periods for calculating
the amount of interest due on any Interest Payment Date are not to be changed
even though an Interest Payment Date is changed because the originally scheduled
Interest Payment Date falls on a day which is not a Business Day (as defined
below), this will be specified in the applicable Final Terms by the notation
“no adjustment for period end dates.”
In
these Terms and Conditions,
“Business Day” means (unless otherwise stated in the applicable Final
Terms) a day which is both:
|
|
(1)
|
a
day on which commercial banks and foreign exchange markets settle
payments
and are open for general business (including dealing in foreign exchange
and foreign currency deposits) in London and any other Applicable
Business
Centre specified in the applicable Final Terms;
and
|
|
|
(2)
|
either
(1) in relation to any sum payable in a Specified Currency other
than
euro, a day on which commercial banks and foreign exchange markets
settle
payments and are open for general business (including dealings in
foreign
exchange and foreign currency deposits) in the principal financial
centre
of the country of the relevant Specified Currency (if other than
London
and any other Applicable Business Centre specified in the applicable
Final
Terms), or (2) in relation to any sum payable in euro, a day on which
the
TARGET System is open. Unless otherwise provided in the applicable
Final
Terms, the principal financial centre of any country for the purpose
of
these Terms and Conditions shall be as provided in the 2000 ISDA
Definitions (as published by the International Swaps and Derivatives
Association, Inc.) as supplemented, amended and
updated as of the first Issue Date of the Notes of the relevant Series
(the “ISDA Definitions”) (except if the Specified Currency is
Australian dollars or New Zealand dollars the principal financial
centre
shall be Sydney or Auckland, respectively). In these Terms and Conditions,
“TARGET System” means the Trans-European Automated Real-Time
Gross Settlement Express Transfer (TARGET)
System.
|
(ii) Rate
of Interest
The
Rate of Interest payable from time
to time in respect of the Floating Rate Notes and Index Linked Interest Notes
will be determined in the manner specified in the applicable Final
Terms.
(iii) ISDA
Determination
(A) Unless
specified otherwise in the applicable Final Terms, where ISDA Determination
is
specified in the applicable Final Terms as the manner in which the Rate of
Interest is to be determined, the Rate of Interest for each Interest Period
will
be the relevant ISDA Rate plus or minus (as indicated in the applicable Final
Terms) the Margin (if any) as determined by the Agent (or such other Calculation
Agent specified in the applicable Final Terms). For the purposes of this
sub-paragraph (iii) unless specified otherwise in the applicable Final Terms,
“ISDA Rate plus or minus (as indicated in the applicable Final Terms) the
Margin (if any)” for an Interest Period means a rate equal to the Floating
Rate that would be determined under an interest rate swap transaction under
the
terms of an agreement (regardless of any event of default or termination event
thereunder) incorporating the ISDA Definitions with the holder of the relevant
Note and under which:
|
|
(1)
|
the
manner in which the Rate of Interest is to be determined is the
“Floating Rate Option” as specified in the applicable Final
Terms;
|
|
|
(2)
|
the
Issuer is the “Floating Rate
Payer”;
|
|
|
(3)
|
the
Agent or other person specified in the applicable Final Terms is
the
“Calculation Agent”;
|
|
|
(4)
|
the
Interest Commencement Date is the “Effective
Date”;
|
|
|
(5)
|
the
Aggregate Nominal Amount of Notes is the “Notional
Amount”;
|
|
|
(6)
|
the
relevant Interest Period is the “Designated Maturity” as
specified in the applicable Final
Terms;
|
|
|
(7)
|
the
Interest Payment Dates are the “Floating Rate Payer Payment
Dates”;
|
|
|
(8)
|
the
Margin is the “Spread”;
|
|
|
(9)
|
the
relevant Reset Date is either (i) if the applicable Floating Rate
Option
is based on the London inter-bank offered rate (“LIBOR”) or on
the Euro-zone inter-bank offered rate (“EURIBOR”) for a currency,
the first day of that Interest Period or (ii) in any other case,
as
specified in the applicable Final Terms;
and
|
|
|
(10)
|
all
other terms are as specified in the applicable Final
Terms.
|
(B) When
Condition 4(b)(iii)(A) applies, unless specified otherwise in the applicable
Final Terms with respect to each relevant Interest Payment Date:
|
|
(1)
|
the
amount of interest determined for such Interest Payment Date shall
be the
Interest Amount for the relevant Interest Period for the purposes
of these
Terms and Conditions as though calculated under Condition
4(b)(vi) below; and
|
|
|
(2)
|
(i) “Floating
Rate”, “Floating Rate Option”, “Floating Rate
Payer”, “Effective Date”, “Notional Amount”,
“Floating Rate Payer Payment Dates”, “Spread”,
“Calculation Agent”, “Designated Maturity” and
“Reset Date” have the meanings given to those terms in the ISDA
Definitions; and (ii) “Euro-zone” means the region comprised of
Member States of the European Union that adopt the single currency
in
accordance with the Treaty establishing the European Community, as
amended
(the “Treaty”).
|
(iv) Screen
Rate Determination
Unless
specified otherwise in the
applicable Final Terms, where Screen Rate Determination is specified in the
applicable Final Terms as the manner in which the Rate of Interest is to be
determined, the Rate of Interest for each Interest Period will, subject as
provided below, be either:
|
|
(x)
|
the
offered quotation; or
|
|
|
(y)
|
the
arithmetic mean (rounded, if necessary, to the fifth decimal place
with
0.000005 being rounded upwards) of the offered
quotations,
|
(expressed
as a percentage rate per annum), for the Reference Rate (as specified in the
applicable Final Terms) which appears or appear, as the case may be, on the
Relevant Screen Page (as set forth in the applicable Final Terms) as at
11:00 a.m. (London time, in the case of LIBOR, or Brussels time, in the
case of EURIBOR) on the Interest Determination Date (as defined below) in
question plus or minus (as specified in the applicable Final Terms) the Margin
(if any), all as determined by the Agent (or such other Calculation Agent
specified in the applicable Final Terms). Unless specified otherwise in the
applicable Final Terms, if five or more of such offered quotations are available
on the Relevant Screen Page, the highest (or, if there is more than one such
highest quotation, one only of such quotations) and the lowest (or, if there
is
more than one such lowest quotation, one only of such quotations) shall be
disregarded by the Agent (or such other Calculation Agent specified in the
applicable Final Terms) for the purpose of determining the arithmetic mean
(rounded as provided above) of such offered quotations. In
addition:
(A) unless
specified otherwise in the applicable Final Terms if, in the case of
(x) above, no such rate appears or, in the case of (y) above, fewer
than two of such offered rates appear at such time or if the offered rate or
rates which appears or appear, as the case may be, as at such time do not apply
to a period of a duration equal to the relevant Interest Period, the Rate of
Interest for such Interest Period shall, subject as provided below and except
as
otherwise indicated in the applicable Final Terms, be the arithmetic mean
(rounded, if necessary, to the fifth decimal place with 0.000005 being rounded
upwards) of the offered quotations (expressed as a percentage rate per annum),
of which the Agent (or such other Calculation Agent specified in the applicable
Final Terms) is advised by all Reference Banks (as defined below) as at
11:00 a.m. (London time) on the Interest Determination Date plus or minus
(as specified in the applicable Final Terms) the Margin (if any), all as
determined by the Agent (or such other Calculation Agent specified in the
applicable Final Terms);
(B) except
as otherwise indicated in the applicable Final Terms, if on any Interest
Determination Date to which Condition 4(b)(iv)(A) applies two or three only
of
the Reference Banks advise the Agent (or such other Calculation Agent specified
in the applicable Final Terms) of such offered quotations, the Rate of Interest
for the next Interest Period shall, subject as provided below, be determined
as
in Condition 4(b)(iv)(A) on the basis of the rates of those Reference Banks
advising such offered quotations;
(C) except
as otherwise indicated in the applicable Final Terms, if on any Interest
Determination Date to which Condition 4(b)(iv)(A) applies one only or none
of
the Reference Banks advises the Agent (or such other Calculation Agent specified
in the applicable Final Terms) of such rates, the Rate of Interest for the
next
Interest Period shall, subject as provided below and except as otherwise
indicated in the applicable Final Terms, be whichever is the higher
of:
|
|
(1)
|
the
Rate of Interest in effect for the last preceding Interest Period
to which
Condition 4(b)(iv)(A) shall have applied (plus or minus (as specified
in the applicable Final Terms), where a different Margin is to be
applied
to the next Interest Period than that which applied to the last preceding
Interest Period, the Margin relating to the next Interest Period
in place
of the Margin relating to the last preceding Interest Period);
or
|
|
|
(2)
|
the
reserve interest rate (the “Reserve Interest Rate”) which shall
be the rate per annum which the Agent (or such other Calculation
Agent
specified in the applicable Final Terms) determines to be either
(x) the arithmetic mean (rounded, if necessary, to the fifth decimal
place with 0.000005 being rounded upwards) of the lending rates for
the
Specified Currency which banks selected by the Agent (or such other
Calculation Agent specified in the applicable Final Terms) in the
principal financial centre of the country of the Specified Currency
(which, if Australian dollars, shall be Sydney, if New Zealand dollars,
shall be Auckland and if euro, shall be London, unless specified
otherwise
in the applicable Final Terms) are quoting on the relevant Interest
Determination Date for the next Interest Period to the Reference
Banks or
those of them (being at least two in number) to which such quotations
are,
in the opinion of the Agent (or such other Calculation Agent specified
in
the applicable Final Terms), being so made plus or minus (as specified
in
the applicable Final Terms) the Margin (if any), or (y) in the event
that the Agent (or such other Calculation Agent specified in the
applicable Final Terms) can determine no such arithmetic mean, the
lowest
lending rate for the Specified Currency which banks selected by the
Agent
(or such other Calculation Agent specified in the applicable Final
Terms)
in the principal financial centre of the country of the Specified
Currency
(which, if Australian dollars, shall be Sydney, if New Zealand dollars,
shall be Auckland and if euro, shall be London, unless specified
otherwise
in the applicable Final Terms) are quoting on such Interest Determination
Date to leading European banks for the next Interest Period plus
or minus
(as specified in the applicable Final Terms) the Margin (if any),
provided
that if the banks selected as aforesaid by the Agent (or such other
Calculation Agent specified in the applicable Final Terms) are not
quoting
as mentioned above, the Rate of Interest shall be the Rate of Interest
specified in (1) above;
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(D) the
expression “Relevant Screen Page” means such page, whatever its
designation, on which the Reference Rate that is for the time being displayed
on
the Reuters Monitor Money Rates Service or Dow Xxxxx Markets Limited or other
such service, as specified in the applicable Final Terms;
(E) unless
otherwise specified in the applicable Final Terms, the Reference Banks will
be
the principal London offices of The Bank of New York, National Westminster
Bank
PLC, UBS Limited and The Bank of Tokyo-Mitsubishi UFJ Limited. The Issuer shall
procure that, so long as any Floating Rate Note or Index Linked Interest Note
to
which Condition 4(b)(iv)(A) is applicable remains outstanding, in the case
of
any bank being unable or unwilling to continue to act as a Reference Bank,
the
Issuer shall specify the London office of some other leading bank engaged in
the
eurodollar market to act as such in its place;
(F) the
expression “Interest Determination Date” means, unless otherwise
specified in the applicable Final Terms, (x) other than in the case of
Condition 4(b)(iv)(A), with respect to Notes denominated in any Specified
Currency other than Sterling or euro, the second Banking Day in London prior
to
the commencement of the relevant Interest Period and, in the case of
Condition 4(b)(iv)(A), the second Banking Day in the principal financial
centre of the country of the Specified Currency (which, if Australian dollars,
shall be Sydney, if New Zealand dollars, shall be Auckland and if euro, shall
be
London) prior to the commencement of the relevant Interest Period; (y) with
respect to Notes denominated in Sterling, the first Banking Day in London of
the
relevant Interest Period; and (z) with respect to Notes denominated in
euro, the second day on which the TARGET system is open prior to the
commencement of the relevant Interest Period.
(G) the
expression “Banking Day” means, in respect of any place, any day on
which commercial banks are open for general business (including dealings in
foreign exchange and foreign currency deposits) in that place or, as the case
may be, as indicated in the applicable Final Terms; and
(H) if
the Reference Rate from time to time in respect of Floating Rate Notes or Index
Linked Interest Notes is specified in the applicable Final Terms as being other
than LIBOR or EURIBOR, any additional provisions relevant in determining the
Rate of Interest in respect of such Notes will be set forth in the applicable
Final Terms.
(v) Minimum
and/or Maximum Rate of Interest
If
the applicable Final Terms specifies
a Minimum Rate of Interest/Interest Amount for any Interest Period, then in
no
event shall the Rate of Interest/Interest Amount for such Interest Period be
less than such Minimum Rate of Interest/Interest Amount. If the applicable
Final
Terms specifies a Maximum Rate of Interest/Interest Amount for any Interest
Period, then in no event shall the Rate of Interest/Interest Amount for such
Interest Period be greater than such Maximum Rate of Interest/Interest
Amount.
(vi) Determination
of Rate of Interest and Calculation of Interest Amounts
The
Agent (or, if the Agent is not the
Calculation Agent, the Calculation Agent specified in the applicable Final
Terms) will, on or as soon as practicable after each time at which the Rate
of
Interest is to be determined, determine the Rate of Interest (subject to any
Minimum or Maximum Rate of Interest/Interest Amount specified in the applicable
Final Terms) and calculate the amount of interest (the “Interest
Amount”) payable on the Floating Rate Notes or Index Linked Interest Notes,
in each case, for the relevant Interest Period, by applying the Rate of Interest
to:
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(A)
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subject
to paragraph (C) below, in the case of Floating Rate Notes or Index
Linked
Interest Notes which are represented by a global Note, the aggregate
outstanding nominal amount of the Notes represented by such global
Note
(or, if they are Partly Paid Notes, the aggregate amount paid
up);
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(B)
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in
the case of Floating Rate Notes or Index Linked Interest Notes in
definitive form, the Calculation Amount;
or
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(C)
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in
the case of Floating Rate Notes or Index Linked Interest Notes which
are
represented by a global Note and the applicable Final Terms indicates
that
the Rate of Interest shall be applied to the Calculation
Amount, the Calculation Amount,
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and,
in
each case, multiplying such sum by the applicable Day Count Fraction, as
specified in the applicable Final Terms, and rounding the resultant figure
to
the nearest sub-unit of the relevant Specified Currency, half of any such
sub-unit being rounded upwards or otherwise in accordance with applicable market
convention or as specified in the applicable Final Terms. Where the
Specified Denomination of a Floating Rate Note or an Index Linked Interest
Note
in the case of paragraph (B) or (C) above comprises more than one Calculation
Amount, the Interest Amount payable in respect of such Floating Rate Note or
Index Linked Interest Note shall be the aggregate of the amounts (determined
in
the manner provided above) for each Calculation Amount comprising the Specified
Denomination without further rounding.
“Day
Count Fraction” means,
unless specified otherwise in the applicable Final Terms, in respect of the
calculation of an amount of interest for any Interest Period:
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(A)
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if
“Actual/365” or “Actual/Actual” is specified in the
applicable Final Terms, the actual number of days in the Interest
Period
divided by 365 (or, if any portion of that Interest Period falls
in a leap
year, the sum of (A) the actual number of days in that portion of
the
Interest Period falling in a leap year divided by 366 and (B) the
actual
number of days in that portion of the Interest Period falling in
a
non-leap year divided by 365);
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(B)
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if
“Actual/365 (Fixed)” is specified in the applicable Final Terms,
the actual number of days in the Interest Period divided by
365;
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(C)
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if
“Actual/365 Sterling” or “Sterling/FRN” is specified in
the applicable Final Terms, the actual number of days in the Interest
Period divided by 365, in the case of an Interest Payment Date falling
in
a leap year, 366;
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(D)
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if
“Actual/360” is specified in the applicable Final Terms, the
actual number of days in the Interest Period divided by
360;
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(E)
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if
“30/360”, “360/360” or “Bond Basis” is
specified in the applicable Final Terms, the number of days in the
Interest Period divided by 360 (the number of days to be calculated
on the
basis of a year of 360 days with 12 30-day months (unless (a) the
last day
of the Interest Period is the 31st day of a month but the first day
of the
Interest Period is a day other than the 30th or 31st day of a month,
in
which case the month that includes that last day shall not be considered
to be shortened to a 30-day month, or (b) the last day of the Interest
Period is the last day of the month of February, in which case the
month
of February shall not be considered to be lengthened to a 30- day
month));
and
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(F)
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if
“30E/360” or “Eurobond Basis” is specified in the
applicable Final Terms, the number of days in the Interest Period
divided
by 360 (the number of days to be calculated on the basis of a year
of 360
days with 12 30-day months, without regard to the date of the first
day or
last day of the Interest Period unless, in the case of an Interest
Period
ending on the Maturity Date, the Maturity Date is the last day of
the
month of February, in which case the month of February shall not
be
considered to be lengthened to a 30-day
month).
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(vii) Notification
of Rate of Interest and Interest Amount
The
Agent will cause the Rate of
Interest and each Interest Amount for each Interest Period and the relevant
Interest Payment Date to be notified to the Issuer, the Registrar and the
Canadian Paying Agent (in the case of Registered Notes) and any stock exchange
or relevant authority on which the relevant Floating Rate Notes or Index Linked
Interest Notes are for the time being admitted to trading and listed and will
cause notice of the same to be published or given in accordance with Condition
16 as soon as possible after their determination but in no event later than
the
fourth London Business Day after their determination. Each Interest Amount
and
Interest Payment Date so notified may subsequently be amended (or appropriate
alternative arrangements made by way of adjustment) without publication as
aforesaid or prior notice in the event of an extension or shortening of the
Interest Period in accordance with the provisions hereof. Any such amendment
will be promptly notified to each stock exchange or relevant authority on which
the relevant Floating Rate Notes or Index Linked Interest Notes are for the
time
being admitted to trading and listed. For the purposes of this paragraph, the
expression “London Business Day” means a day (other than a Saturday or
Sunday) on which banks and foreign exchange markets are open for general
business in London.
(viii) Certificates
to be Final
All
certificates, communications,
opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions of this paragraph
(b), whether by the Agent or other Calculation Agent, shall (in the absence
of
wilful default, bad faith, manifest error or proven error) be binding on the
Issuer, the Agent, the Calculation Agent, the other Paying Agents and all
Noteholders, Receiptholders and Couponholders and (in the case of Registered
Notes) the Registrar and Canadian Paying Agent and (in the absence of wilful
default or bad faith) no liability to the Issuer, the Noteholders, the
Receiptholders or the Couponholders shall attach to the Agent or the Calculation
Agent in connection with the exercise or non-exercise by either of them of
their
powers, duties and discretions pursuant to such provisions.
(ix) Indexed
Linked Interest Notes
In
the case of Index Linked Notes where
the rate of interest is to be determined by reference to the Index and or the
Formula, the rate of interest shall be determined in accordance with the Index
and/or the Formula and in the manner specified in the applicable Final Terms.
The date on which the interest rate is to be determined (the “Interest
Determination Date”) shall be as set forth in the applicable Final
Terms.
(c) Index
Linked Notes and Dual Currency Notes
In
the case of Index Linked Notes or
Dual Currency Notes, if the Rate of Interest or Interest Amount cannot be
determined by reference to an index and/or a formula or, as the case may be,
an
exchange rate, such Rate of Interest or Interest Amount payable shall be
determined in the manner specified in the applicable Final Terms. The date
on
which the valuation of the Index is to be determined or the date on which any
Formula or other variable or Rate of Exchange is to be determined under any
Index Linked Notes or Dual Currency Notes (the “Determination Date”)
shall be as set forth in the applicable Final Terms. If the applicable Final
Terms specify a Minimum Final Redemption Amount then in no event shall the
Final
Redemption Amount be less than such Minimum Final Redemption Amount. If the
applicable Final Terms specify a Maximum Final Redemption Amount then in no
event shall the Final Redemption Amount exceed such Maximum Final Redemption
Amount.
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(d)
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Zero
Coupon Notes
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When
a Zero Coupon Note becomes due and
repayable prior to the Maturity Date and is not paid when due, the amount due
and repayable shall be the Amortised Face Amount of such Note as determined
in
accordance with Condition 6(f)(iii). As from the Maturity Date, any overdue
principal of such Note shall bear interest at a rate per annum equal to the
Accrual Yield set forth in the applicable Final Terms.
(e) Partly
Paid Notes
The
Issuer may issue Notes where the
issue price is payable in more than one instalment and which therefore remain
partly paid (“Partly Paid Notes”). In the case of Partly Paid Notes
(other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue
as aforesaid on the paid up nominal amount of such Notes and otherwise as
specified in the applicable Final Terms.
(f) Accrual
of Interest
Each
Note (or in the case of the
redemption of part only of a Note, that part only of such Note to be redeemed)
will cease to bear interest (if any) from the date of its redemption unless,
upon due presentation thereof, payment of principal is improperly withheld
or
refused. In such event, interest will continue to accrue (as well after as
before judgment) until whichever is the earlier of (i) the day on which all
sums due in respect of such Note up to that day are received by or on behalf
of
the holder of such Note; and (ii) the day on which the Agent or (in the
case of Registered Notes) the Registrar or the Canadian Paying Agent has
notified the holder thereof (either in accordance with Condition 16 or
individually) of receipt of all sums due in respect thereof up to that
date.
5. Payments
(a) Method
of Payment
Subject
as provided below:
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(i)
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payments
in a Specified Currency other than euro will be made by credit or
transfer
to an account in the relevant Specified Currency (which, in the case
of a
payment in Japanese Yen to a non-resident of Japan, shall be a
non-resident account) maintained by the payee with, or at the option
of
the payee by a cheque in such Specified Currency drawn on, a bank
(which,
in the case of a payment in Japanese Yen to a non-resident of Japan,
shall
be an authorised foreign exchange bank) in the principal financial
centre
of the country of such Specified Currency (which, if the Specified
Currency is Australian dollars or New Zealand dollars shall be Sydney
or
Auckland, respectively), unless specified otherwise in the applicable
Final Terms; and
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(ii)
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payments
in euro will be made by credit or transfer to a euro account (or
any other
account to which euro may be credited or transferred) specified by
the
payee or, at the option of the payee, by a euro
cheque.
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Notwithstanding
the above provisions of
this Condition 5(a), a cheque may not be delivered to an address in, and an
amount may not be transferred to an account at a bank located in, the United
States of America or its possessions by any office or agency of the Issuer,
the
Agent or any Paying Agent or (in the case of Registered Notes) the Registrar
or
Canadian Paying Agent except as provided in Condition 5(d). Payments will be
subject in all cases to any fiscal or other laws and regulations applicable
thereto in the place of payment, but (unless otherwise specified in the
applicable Final Terms) without prejudice to the provisions of Condition
7.
(b) Presentation
of Notes, Receipts and Coupons – Bearer Notes
This
Condition 5(b) applies to Bearer Notes.
Payments
of principal in respect of
definitive Notes will (subject as provided below) be made in the Specified
Currency in the manner provided in paragraph (a) above against presentation
and
surrender (or, in the case of part payment of a sum due only, endorsement)
of
definitive Notes and payments of interest in respect of the definitive Notes
will (subject as provided below) be made in the Specified Currency in the manner
provided in paragraph (a) against presentation and surrender (or, in the case
of
part payment of a sum due only, endorsement) of Coupons, in each case at the
specified office of any Paying Agent outside the United States which expression,
used herein, means the United States of America (including the States and the
District of Columbia, its territories, its possessions and other areas subject
to its jurisdiction).
In
the case of definitive Notes,
payments of instalments of principal (if any), other than the final instalment,
will (subject as provided below) be made in the manner provided in paragraph
(a)
against presentation and surrender (or, in the case of part payment of a sum
due
only, endorsement) of the relevant Receipt. Each Receipt must be presented
for
payment of the relevant instalment together with the definitive Note to which
it
appertains. If any definitive Note is redeemed or becomes repayable prior to
the
stated Maturity Date, principal will be payable in the manner provided in
paragraph (a) on presentation and surrender of such definitive Note together
with all unmatured Receipts appertaining thereto. Receipts presented without
the
definitive Note to which they appertain and unmatured Receipts do not constitute
valid obligations of the Issuer. Upon the date on which any definitive Note
becomes due and repayable, unmatured Receipts (if any) relating thereto (whether
or not attached) shall become void and no payment shall be made in respect
thereof.
Upon
the date on which any Fixed Rate
Notes in definitive form (other than Dual Currency Interest Notes or Index
Linked Interest Notes) become due and repayable, such Notes should be presented
for payment together with all unmatured Coupons appertaining thereto (which
expression shall for this purpose include Coupons falling to be issued on
exchange of matured Talons), failing which the amount of any missing unmatured
Coupon (or, in the case of payment not being made in full, the same proportion
of the aggregate amount of such missing unmatured Coupon as the sum so paid
bears to the sum due) will be deducted from the sum due for payment. Unless
otherwise specified in the applicable Final Terms, each amount of principal
so
deducted will be paid in the manner mentioned above against surrender of the
relative missing Coupon at any time before the expiry of five years after the
Relevant Date (as defined in Condition 7) in respect of such principal (whether
or not such Coupon would otherwise have become void under Condition 8) or,
if
later, five years from the date on which such Coupon would otherwise have become
due. Upon any Fixed Rate Note becoming due and repayable prior to its Maturity
Date, all unmatured Talons (if any) appertaining thereto will become void and
no
further Coupons will be issued in respect thereof.
Upon
the date on which any Floating
Rate Note, Dual Currency Interest Note or Index Linked Interest Note in
definitive form becomes due and repayable, unmatured Coupons and Talons (if
any)
relating thereto (whether or not attached) shall become void and no payment
or,
as the case may be, exchange for further Coupons shall be made in respect
thereof.
If
the due date for redemption of any
definitive Note is not an Interest Payment Date, interest (if any) accrued
in
respect of such Note from (and including) the preceding Interest Payment Date
or, as the case may be, the Interest Commencement Date or Issue Date (as
applicable) shall be payable only against surrender of the relevant definitive
Note.
Payments
of principal and interest (if
any) in respect of Notes represented by any global Note will (subject as
provided below) be made in the manner specified above in relation to definitive
Notes and otherwise in the manner specified in the relevant global Note (against
presentation or surrender, as the case may be, of such global Note if the global
Note is not issued in NGN form) at the specified office of any Paying Agent
located outside the United States except as provided below. A record of each
payment made against presentation or surrender of such global Note,
distinguishing between any payment of principal and any payment of interest,
will be made on such global Note by the Agent and such record shall be prima
facie evidence that the payment in question has been made.
(c) Presentation
and Surrender of Notes – Registered Notes
Provisions
in relation to payments of
principal and interest in respect of Registered Notes will be set out in the
relevant registered global Note or definitive Registered Note and as otherwise
set out in these Terms and Conditions.
(d) Global
Notes
The
holder of a global Note shall be
the only person entitled to receive payments in respect of Notes represented
by
such global Note and the Issuer will be discharged by payment to, or to the
order of, the holder of such global Note in respect of each amount so paid.
Each
of the persons shown in the records of Euroclear or Clearstream, Luxembourg
as
the holder of a particular nominal amount of Notes represented by such global
Note must look solely to Euroclear or Clearstream, Luxembourg, as the case
may
be, for the holder’s share of each payment so made by the Issuer to, or to the
order of, the holder of such global Note. No person other than the holder of
such global Note shall have any claim against the Issuer in respect of any
payments due on the global Note.
Interest
on the Notes is payable only
outside the United States and its possessions, within the meaning of United
States Treasury regulation section 1.163-5(c)(1)(ii)(A). No interest
on the Notes shall be paid into an account maintained by the payee in the United
States or mailed to an address in the United States unless the payee is
described in United States Treasury regulation sections 1.163-5(c)(2)(v)(B)(1)
or (2).
Notwithstanding
the foregoing, payments
of interest in respect of global Notes will be made at the specified office
of a
Paying Agent in the United States (which expression, as used herein, means
the
United States of America (including the States and the District of Columbia,
its
territories, its possessions and other areas subject to its jurisdiction))
if:
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(i)
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the
Issuer has appointed Paying Agents with specified offices outside
the
United States with the reasonable expectation that such Paying Agents
would be able to make payments at such specified offices outside
the
United States of the full amount owing in respect of the Notes in
the
manner provided above when due;
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(ii)
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payment
of the full amount owing in respect of the Notes at such specified
offices
outside the United States is illegal or effectively precluded by
the
imposition of exchange controls or other similar restrictions on
the full
payment or receipt of interest; and
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(iii)
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such
payment is then permitted under United States law without involving,
in
the opinion of the Issuer, adverse tax consequences to the
Issuer.
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(e) Payment
Day
Unless
specified otherwise in the
applicable Final Terms, if the due date for payment of any amount in respect
of
any Note, Receipt or Coupon is not a Payment Day in the relevant place of
presentation, the holder thereof shall not be entitled to payment until the
next
following Payment Day in the relevant place and shall not be entitled to further
interest or other payment in respect of such delay. For these purposes, unless
otherwise specified in the applicable Final Terms, “Payment Day” means
any day which is both:
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(i)
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a
day on which commercial banks and foreign exchange markets settle
payments
and are open for general business (including dealing in foreign exchange
and foreign currency deposits) in:
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(A)
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the
relevant place of presentation;
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(B)
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London;
and
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(C)
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any
other Applicable Business Centre specified in the applicable Final
Terms;
and
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(ii)
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either
(1) in relation to any sum payable in a Specified Currency other
than
euro, a day on which commercial banks and foreign exchange markets
settle
payments and are open for general business (including dealing in
foreign
exchange and foreign currency deposits) in the principal financial
centre
of the country of the relevant Specified Currency (if other than
the place
of presentation, London and any Applicable Business Centre and which
if
the Specified Currency is Australian dollars or New Zealand dollars
shall
be Sydney or Auckland, respectively) or (2) in relation to any sum
payable
in euro, a day on which the TARGET System is
open.
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(f) Conversion
into euro
Unless
specified otherwise in the
applicable Final Terms, if the Issuer is due to make a payment in a currency
(the “original currency”) other than euro in respect of any Note,
Coupon or Receipt and the original currency is not available on the foreign
exchange markets due to the imposition of exchange controls, the original
currency’s replacement or disuse or other circumstances beyond the Issuer’s
control, the Issuer will be entitled to satisfy its obligations in respect
of
such payment by making payment in euro on the basis of the spot exchange rate
(the “Euro FX Rate”) at which the original currency is offered in
exchange for euro in the London foreign exchange market (or, at the option
of
the Issuer or its designated Calculation Agent, in the foreign exchange market
of any other financial centre which is then open for business) at noon, London
time, two Business Days prior to the date on which payment is due or, if the
Euro FX Rate is not available on that date, on the basis of a substitute
exchange rate determined by the Issuer or by its designated Calculation Agent
acting in its absolute discretion from such source(s) and at such time as it
may
select. For the avoidance of doubt, the Euro FX Rate or substitute
exchange rate as aforesaid may be such that the resulting euro amount is zero
and in such event no amount of euro or the original currency will be payable.
Any payment made in euro or non-payment in accordance with this paragraph will
not constitute an Event of Default under Condition 9.
(g) Interpretation
of Principal and Interest
Any
reference in these Terms and
Conditions to principal in respect of the Notes shall be deemed to include,
as
applicable:
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(i)
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any
additional amounts which may be payable with respect to principal
under
Condition 7 or pursuant to any undertakings given in addition thereto
or
in substitution therefor under Condition
14;
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(ii)
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the
Final Redemption Amount of the
Notes;
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(iii)
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the
Early Redemption Amount of the
Notes;
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(iv)
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the
Optional Redemption Amount(s) (if any) of the
Notes;
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(v)
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in
relation to Notes redeemable in instalments, the Instalment
Amounts;
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(vi)
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in
relation to Zero Coupon Notes, the Amortised Face Amount (as defined
in
Condition 6(f)(iii)); and
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(vii)
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any
premium and any other amounts which may be payable by the Issuer
under or
in respect of the Notes.
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Any
reference in these Terms and
Conditions to interest in respect of the Notes shall be deemed to include,
as
applicable, any additional amounts which may be payable with respect to interest
under Condition 7 or pursuant to any undertakings given in addition thereto
or
in substitution therefor under Condition 14, except as provided in sub-paragraph
(i) above.
6. Redemption
and Purchase
(a) At
Maturity
Unless
otherwise indicated in the
applicable Final Terms and unless previously redeemed or purchased and cancelled
as specified below, each Note will be redeemed by the Issuer at its Final
Redemption Amount specified in, or determined in the manner specified in, the
applicable Final Terms in the relevant Specified Currency on the Maturity Date
specified in the applicable Final Terms.
(b) Redemption
for Tax Reasons
The
Issuer may redeem the Notes in
whole, but not in part, at any time at their Early Redemption Amount, together,
if appropriate, with accrued interest to (but excluding) the date fixed for
redemption under this Condition 6(b), if the Issuer shall determine that as
a
result of any change in, or amendment to, the laws (or any regulations or
rulings promulgated thereunder) of the jurisdiction in which the Issuer is
incorporated or any political subdivision or any authority thereof or therein
having power to tax, or any change in the application or official interpretation
of such laws, regulations or rulings, which change or amendment becomes
effective on or after the Issue Date of the Notes, the Issuer would be required
to pay Additional Amounts, as provided in Condition 7, on the occasion of the
next payment due in respect of the Notes.
The
Notes are also subject to
redemption as a whole, but not in part, in the other circumstances described
in
Condition 7.
Notice
of intention to redeem Notes
will be given at least once in accordance with Condition 16 not less than 30
days nor more than 60 days prior to the date fixed for redemption under this
Condition 6(b), provided that no such notice of redemption shall be given
earlier than 90 days prior to the effective date of such change or amendment
and
that at the time notice of such redemption is given, such obligation to pay
such
Additional Amounts remains in effect. From and after any redemption
date, if moneys for redemption of Notes shall have been made available for
redemption on such redemption date, such Notes shall cease to bear interest,
if
applicable, and the only right of the holders of such Notes and any Receipts
or
Coupons appertaining thereto shall be to receive payment of the Early Redemption
Amount and, if appropriate, all unpaid interest accrued to (but excluding)
such
redemption date.
(c) Final
Terms
The
Final Terms applicable to the Notes
shall indicate either:
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(i)
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that
the Notes cannot be redeemed prior to their Maturity Date (except
as
otherwise provided in paragraph (b) above and in Condition 9);
or
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(ii)
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that
such Notes will be redeemable at the option of the Issuer and/or
the
holders of the Notes prior to such Maturity Date in accordance with
the
provisions of paragraphs (d) and/or (e) below on the date or dates
and at
the amount or amounts indicated in the applicable Final
Terms.
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(d) Redemption
at the Option of the Issuer (“Issuer Call Option”)
If
the Issuer is specified in the
applicable Final Terms as having an option to redeem, the Issuer may, having
(unless otherwise specified in the applicable Final Terms) given:
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(i)
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not
more than 60 nor less than 30 days’ notice to the holders of the Notes in
accordance with Condition 16, or such other notice as is specified
in the
applicable Final Terms; and
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(ii)
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not
less than 5 days before the date of the notice referred to in (i)
(or such
other notice as is specified in the applicable Final Terms) is to
be
given, notice to the Agent or (in the case of Registered Notes) the
Registrar and the Canadian Paying
Agent;
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(which
notices shall be irrevocable), redeem all or some only of the Notes then
outstanding on the Optional Redemption Date(s) and at the Optional Redemption
Amount(s) specified in, or determined in the manner specified in, the applicable
Final Terms together, if appropriate, with interest accrued to (but excluding)
the Optional Redemption Date(s). If the applicable Final Terms specify the
Notes
are redeemable in part, such redemption must be of a nominal amount not less
than the Minimum Redemption Amount or not more than the Maximum Redemption
Amount, both as indicated in the applicable Final Terms. In the event of
redemption of some only of the Notes, the Notes to be redeemed (“Redeemed
Notes”) will be selected individually by lot, in the case of Redeemed Notes
represented by definitive Notes, and in accordance with the rules of Euroclear
and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear
and
Clearstream, Luxembourg as either a pool factor or a reduction in nominal
amount, at their discretion) in the case of Redeemed Notes represented by a
global Note, not more than 60 days prior to the date fixed for redemption (such
date of selection being hereinafter called the “Selection Date”). In
the case of Redeemed Notes represented by definitive Notes, a list of such
Redeemed Notes will be published or notified in accordance with Condition 16
not
less than 30 days prior to the date fixed for redemption, or such other period
as is specified in the applicable Final Terms. No exchange of the relevant
global Note will be permitted during the period from and including the Selection
Date to and including the date fixed for redemption pursuant to this paragraph
(d) and notice to that effect shall be given by the Issuer to the Noteholders
in
accordance with Condition 16 at least 10 days prior to the Selection
Date. Unless specified otherwise in the applicable Final Terms, if an
Optional Redemption Date would otherwise fall on a day which is not a Business
Day (as defined in Condition 4(b)(i)), it shall be subject to adjustment in
accordance with the Business Day Convention applicable to the Notes or such
other Business Day Convention specified in the applicable Final
Terms.
(e) Redemption
at the Option of the Noteholders (“Investor Put
Option”)
Unless
otherwise specified in the
applicable Final Terms, the Notes will not be subject to repayment at the option
of Noteholders. If the Noteholders are specified in the applicable
Final Terms as having an option to require the Issuer to redeem the Notes,
upon
the holder of any Note giving to the Issuer in accordance with Condition 16
not
less than 30 nor more than 60 days’ notice or such other period of notice as is
specified in the applicable Final Terms (which notice shall be irrevocable)
the
Issuer will, upon the expiry of such notice, redeem, subject to, and in
accordance with, the terms specified in the applicable Final Terms, in whole
(but not in part), such Note on the Optional Redemption Date and at the Optional
Redemption Amount specified in, or determined in the manner specified in, the
applicable Final Terms together, if appropriate, with interest accrued to (but
excluding) the Optional Redemption Date. Unless otherwise specified in the
applicable Final Terms, Notes issued by Toyota Credit Canada Inc. may not be
redeemable at the option of the Noteholders prior to five years from the
relevant Issue Date.
If
a Note is in definitive form and
held outside Euroclear and Clearstream, Luxembourg, to exercise the right to
require redemption of the Note the holder of the Note must deliver such Note
at
the specified office of any Paying Agent (other than the Canadian Paying Agent),
in the case of Bearer Notes, or the Registrar or the Canadian Paying Agent,
in
the case of Registered Notes, at any time during normal business hours of such
Paying Agent or the Registrar or Canadian Paying Agent falling within the notice
period, accompanied by a duly completed and signed notice of exercise in the
form (for the time being current) obtainable from any specified office of any
Paying Agent or the Registrar or the Canadian Paying Agent (a “Put
Notice”) and in which the holder must specify a bank account (or, if
payment is required to be made by cheque, an address) to which payment is to
be
made under this Condition 6(e).
If
a Note is represented by a global
Note or is in definitive form and held through Euroclear or Clearstream,
Luxembourg, to exercise the right to require redemption of the Note the holder
of the Note must, within the notice period, give notice to the Agent, in the
case of Bearer Notes, or the Registrar, in the case of Registered Notes, of
such
exercise in accordance with the standard procedures of Euroclear and
Clearstream, Luxembourg (which may include notice being given on the holder’s
instruction by Euroclear or Clearstream, Luxembourg or any common depositary,
or
common safekeeper, as the case may be, for them to the Agent or the Registrar
(in the case of Registered Notes) by electronic means) in a form acceptable
to
Euroclear and Clearstream, Luxembourg from time to time and, if the Note is
represented by a global Note, at the same time present or procure the
presentation of the relevant global Note to the Agent or Registrar (in the
case
of Registered Notes) for notation accordingly.
(f) Early
Redemption Amounts
For
the purpose of paragraph (b) above
and Condition 9, the Notes will be redeemed at an amount (the “Early
Redemption Amount”) calculated as follows:
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(i)
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in
the case of Notes with a Final Redemption Amount equal to the Calculation
Amount, at the Final Redemption Amount thereof;
or
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(ii)
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in
the case of Notes (other than Zero Coupon Notes) with a Final Redemption
Amount which is or may be less or greater than the Calculation Amount
or
which is payable in a Specified Currency other than that in which
the
Notes are denominated, at the amount specified in, or determined
in the
manner specified in, the applicable Final Terms or, if no such amount
or
manner is so specified in the applicable Final Terms, at their nominal
amount; or
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(iii)
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in
the case of Zero Coupon Notes, at an amount (the “Amortised Face
Amount”) equal:
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(A)
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the
sum of (x) the Reference Price specified in the applicable Final
Terms and
(y) the product of the Accrual Yield specified in the applicable
Final
Terms (compounded annually) being applied to the Reference Price
from (and
including) the Issue Date of the first Tranche of Notes to (but excluding)
the date fixed for redemption or (as the case may be) the date upon
which
such Note becomes due and repayable;
or
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(B)
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if
the amount payable in respect of any Zero Coupon Note upon redemption
of
such Zero Coupon Note pursuant to paragraph (b) above or upon its
becoming
due and repayable as provided in Condition 9 is not paid or available
for
payment when due, the amount due and repayable in respect of such
Zero
Coupon Note shall be the Amortised Face Amount of such Zero Coupon
Note
calculated as provided above as though the references in sub-paragraph
(A)
to the date fixed for redemption or the date upon which the Zero
Coupon
Note becomes due and repayable were replaced by references to the
date
(the “Reference Date”) which is the earlier
of:
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(1)
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the
date on which all amounts due in respect of the Note have been paid;
and
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(2)
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the
date on which the full amount of the moneys repayable has been received
by
the Agent and notice to that effect has been given in accordance
with
Condition 16.
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The
calculation of the Amortised Face Amount in accordance with this
sub-paragraph (B) will continue to be made, after as well as before
judgment, until the Reference Date unless the Reference Date falls on or after
the Maturity Date, in which case the amount due and repayable shall be the
nominal amount of such Note together with interest at a rate per annum equal
to
the Accrual Yield.
Unless
specified otherwise in the applicable Final Terms, where any such calculation
is
to be made for a period which is not a whole number of years, it shall be made
(I) in the case of a Zero Coupon Note other than a Zero Coupon Note payable
in euro, on the basis of a 360-day year consisting of 12 months of
30 days each (or 365/366 days in the case of Notes denominated in
Sterling) and, in the case of an incomplete month, the number of days elapsed
or
(II) in the case of a Zero Coupon Note payable in euro, on the basis of the
actual number of days elapsed divided by 365 (or, if any of the days elapsed
falls in a leap year, the sum of (x) the number of those days falling in a
leap year divided by 366 and (y) the number of those days falling in a
non-leap year divided by 365) or (in either case) on such other calculation
basis as may be specified in the applicable Final Terms.
(g) Instalments
If
the Notes are repayable in
instalments, they will be redeemed in the Instalment Amounts and on the
Instalment Dates specified in the applicable Final Terms. In the case of early
redemption, the Early Redemption Amount will be determined pursuant to paragraph
(f) above.
(h) Partly
Paid Notes
If
the Notes are Partly Paid Notes,
they will be redeemed, whether at maturity, early redemption or otherwise in
accordance with the provisions of this Condition 6 as amended or varied by
the
applicable Final Terms.
(i) Purchases
The
Issuer or any of its subsidiaries
may at any time purchase Notes (provided that, in the case of definitive Notes,
all unmatured Receipts and Coupons appertaining thereto are purchased therewith)
at any price in the open market or otherwise. If purchases are made by tender,
tenders must be available to all Noteholders alike. Where the Issuer is Toyota
Credit Canada Inc., unless otherwise specified in the applicable Final Terms,
such Notes shall be surrendered (in the case of Bearer Notes) to any Paying
Agent or (in the case of Registered Notes) the Registrar or Canadian Paying
Agent for cancellation and, where the Issuer is Toyota Motor Finance
(Netherlands) B.V., Toyota Finance Australia Limited or Toyota Motor Credit
Corporation such Notes may, at the option of the Issuer, either be (i) resold
or
reissued, or held by the Issuer for subsequent resale or reissuance, or (ii)
surrendered to any Paying Agent for cancellation, in which event such Notes,
Receipts and Coupons may not be resold or reissued.
(j) Cancellation
All
Notes which are redeemed will
forthwith be cancelled (together with all unmatured Receipts and Coupons
attached thereto or surrendered therewith at the time of redemption). All Notes
so cancelled and any of the Notes purchased and cancelled pursuant to paragraph
(i) above (together, in the case of definitive Notes, with all unmatured
Receipts and Coupons cancelled therewith) shall be forwarded to the Agent and
cannot be reissued or resold. If any Note is purchased and cancelled without
all
unmatured Coupons appertaining thereto, the Issuer shall make payment in respect
of any such missing Coupon in accordance with Condition 5 as if the relevant
Note had remained outstanding for the period to which such Coupon
relates.
7. Taxation
– Additional Amounts
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(a)
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Toyota
Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc. or Toyota
Finance Australia
Limited
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This
Condition 7(a) only applies to
Notes issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
Inc. or Toyota Finance Australia Limited.
Unless
otherwise specified in the
applicable Final Terms, all payments of principal and interest in respect of
the
Notes issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
Inc. or Toyota Finance Australia Limited will be made without withholding or
deduction for or on account of any present or future taxes or duties of whatever
nature imposed or levied by or on behalf of the jurisdiction in which the Issuer
is incorporated or any province, territory or other political subdivision or
any
authority thereof or therein having power to tax, unless such withholding or
deduction is required by law. In such event, the relevant Issuer will pay such
additional amounts (the“Additional Amounts”) as shall be necessary in
order that the net amounts receivable by the holders of the Notes, Receipts
or
Coupons after such withholding or deduction shall equal the respective amounts
of principal and interest which would otherwise have been receivable in respect
of the Notes, Receipts or Coupons, as the case may be, in the absence of such
withholding or deduction; except that no such Additional Amounts shall be
payable with respect to any Note, Receipt or Coupon presented for
payment:
(i) where
the Issuer is Toyota Credit Canada Inc.:
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(A)
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by
or on behalf of a holder who is liable for such taxes or duties in
respect
of such Note, Receipt or Coupon by reason of his having some connection
with Canada other than the mere holding of such Note, Receipt or
Coupon or
the receipt of principal or interest in respect thereof;
or
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(B)
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by
or on behalf of a holder with whom the Issuer is not dealing at arm’s
length (within the meaning of the Income Tax Act (Canada));
or
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(ii)
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where
the Issuer is Toyota Finance Australia Limited, by or on behalf of
a
holder who is liable for such taxes or duties in respect of such
Note,
Receipt or Coupon by reason of:
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(A)
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his
having some connection with the Commonwealth of Australia other than
the
mere holding of such Note, Receipt or Coupon or the receipt of principal
or interest in respect thereof, or
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(B)
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his
being a holder who could lawfully avoid (but has not so avoided)
such
deduction or withholding by complying or procuring that any third
party
complies with any statutory requirements or by making or procuring
that
any third party makes a declaration of non-residence or other similar
claim for exemption to any tax authority in the place where the relevant
Note, Receipt or Coupon is presented for payment;
or
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(C)
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his
being an Offshore Associate of the Issuer acting other than in the
capacity of a clearing house, paying agent, custodian, funds manager
or
responsible entity of a registered scheme within the meaning of the
Corporations Xxx 0000 of Australia. “Offshore Associate” means an
associate (as defined in section 128F(9) of the Income Tax Assessment
Xxx
0000 of Australia) of the Issuer that is
either:
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(a)
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a
non-resident of Australia which does not acquire the Notes in carrying
on
a business at or through a permanent establishment in Australia;
or
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(b)
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a
resident of Australia that acquires the Notes in carrying on a business
at
or through a permanent establishment outside Australia;
or
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(iii)
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where
the Issuer is Toyota Motor Finance (Netherlands) B.V., by a Noteholder,
Receiptholder or Couponholder who (a) is able to avoid such withholding
or
deduction or is liable to such withholding or deduction at a reduced
rate
by making a declaration of non-residence or producing other evidence
establishing that such payment may be made without withholding or
deduction or with such deduction or withholding at a reduced rate
to the
Issuer or the relevant tax authority; or (b) is liable for such taxes
or
duties in respect of such Note, Receipt or Coupon by reason of his
having
some connection with The Netherlands other than the mere holding
of such
Note, Receipt or Coupon; or
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(iv)
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in
such other circumstances as may be specified in the applicable Final
Terms; or
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(v)
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more
than 30 days after the Relevant Date except to the extent that the
holder
thereof would have been entitled to such Additional Amounts on presenting
the same for payment on such thirtieth day assuming that day to have
been
a Payment Day (as defined in Condition 5(e));
or
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(vi)
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where
such withholding or deduction is imposed on a payment to an individual
and
is required to be made pursuant to European Council Directive 2003/48/EC
on the taxation of savings income or any law implementing or complying
with, or introduced in order to conform to, such Directive;
or
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(vii)
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by
or on behalf of a holder who would have been able to avoid such
withholding or deduction by presenting the relevant Note, Receipt
or
Coupon to another Paying Agent in a Member State of the European
Union.
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As
used herein, the “Relevant Date”
means the date on which such payment first becomes due, except that,
if the
full amount of the moneys payable has not been duly received by the Agent or,
as
the case may be, the Registrar on or prior to such due date, it means the date
on which, the full amount of such moneys having been so received, notice to
that
effect is duly given to the Noteholders in accordance with Condition
16.
(b) Toyota
Motor Credit Corporation
This
Condition 7(b) only applies to
Notes issued by Toyota Motor Credit Corporation.
Except
as specifically provided by this
Condition 7(b), where the Issuer is Toyota Motor Credit Corporation, the Issuer
shall not be required to make any payment in respect of the Notes with respect
to any tax, assessment or other governmental charge (“Tax”) imposed by
any government or a political subdivision or taxing authority thereof or
therein.
The
Issuer will, subject to certain
limitations and exceptions (set forth below), pay to a Noteholder, Receiptholder
or Couponholder who is a Non-U.S. Holder (as defined below) such additional
amounts (the“Additional Amounts”) as shall be necessary in order that
the net amounts receivable by the holders of the Notes, Receipts or Coupons
after such withholding or deduction shall equal the respective amounts of
principal and interest which would otherwise have been receivable in respect
of
the Notes, Receipts or Coupons, as the case may be, in the absence of such
withholding or deduction; except that the Issuer shall not be required to make
any payment of Additional Amounts for or on account of:
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(i)
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any
Tax which would not have been imposed but for (A) the existence of
any present or former connection between such Noteholder, Receiptholder
or
Couponholder or any beneficial owner of a Note, Receipt, or Coupon
(or
between a fiduciary, settlor, beneficiary, member or shareholder
of, or
possessor of a power over, such Noteholder, Receiptholder, Couponholder
or
beneficial owner, if such Noteholder, Receiptholder, Couponholder
or
beneficial owner is an estate, trust, partnership or corporation)
and the
United States, including, without limitation, being or having been
a
citizen or resident thereof or being or having been present or engaged
in
a trade or business therein or having had a permanent establishment
therein, or (B) such Noteholder’s, Receiptholder’s, Couponholder’s or
beneficial owner's past or present status as a personal holding company,
passive foreign investment company, controlled foreign corporation
or a
private foundation (as those terms are defined for United States
tax
purposes) or as a corporation which accumulates earnings to avoid
U.S.
federal income tax;
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(ii)
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any
estate, inheritance, gift, sales, transfer, personal property or
similar
Tax;
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(iii)
|
any
Tax that would not have been so imposed but for the presentation
of a
Note, Receipt or Coupon for payment on a date more than 15 days after
the date on which such payment became due and payable or the date
on which
payment thereof is duly provided for, whichever occurs
later;
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(iv)
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any
Tax which is payable otherwise than by deduction or withholding from
payments of principal or interest in respect of the Notes, Receipts
or
Coupons;
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(v)
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any
Tax imposed on interest received or beneficially owned by (A) a 10
per cent. shareholder of the Issuer within the meaning of Internal
Revenue
Code Section 871(h)(3)(B) or Section 881(c)(3)(B) or (B) a
bank extending credit pursuant to a loan agreement entered into in
the
ordinary course of its trade or
business;
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(vi)
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any
Tax required to be withheld or deducted by any Paying Agent from
any
payment of principal or interest in respect of any Note, Receipt
or
Coupon, if such payment can be made without such withholding or deduction
by any other Paying Agent with respect to the
Notes;
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(vii)
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any
Tax which would not have been imposed but for the failure to comply
with
certification, information, documentation, or other reporting requirements
concerning the nationality, residence, identity or connection with
the
United States of the Noteholder, Receiptholder or Couponholder or
of the
beneficial owner of such Note, Receipt or Coupon, if such compliance
is
required by statute or by regulation of the United States Treasury
Department as a precondition to relief or exemption from such
Tax;
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(viii)
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any
Tax imposed with respect to a payment on a Note, Receipt or Coupon
to any
Noteholder, Receiptholder or Couponholder who is a fiduciary or
partnership or other than the sole beneficial owner of the Note,
Receipt
or Coupon to the extent a beneficiary or settlor with respect to
such
fiduciary, a member of such partnership or a beneficial owner of
the Note,
Receipt or Coupon would not have been entitled to payment of the
Additional Amounts, had such beneficiary, settlor, member or beneficial
owner been the holder of the Note, Receipt or
Coupon;
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(ix)
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any
Tax required to be withheld or deducted by any Paying Agent from
any
payment of principal or interest in respect of any Note, Receipt
or
Coupon, where such withholding or deduction is imposed on a payment
to an
individual and is required to be made pursuant to European Council
Directive 2003/48/EC on the taxation of savings income or any law
implementing or complying with, or introduced to conform to, such
Directive; or
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(x)
|
any
combination of items (i), (ii), (iii), (iv), (v), (vi), (vii), (viii)
and
(ix) above;
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The
term “Non-U.S. Holder”
means any Holder that is not for U.S. federal income tax purposes
(i) a citizen
or resident of the United States, (ii) a corporation, partnership or other
entity organised in or under the laws of the United States or its political
subdivisions, (iii) a trust subject to the control of a U.S. person and the
primary supervision of a U.S. court or (iv) an estate the income of which is
subject to U.S. federal income taxation regardless of its source.
If
the Issuer shall determine that any
payment made outside the United States by the Issuer or any of its Paying Agents
of the full amount of the next scheduled payment of either principal or interest
due in respect of any Note, Receipt or Coupon would, under any present or future
laws or regulations of the United States affecting taxation or otherwise, be
subject to any certification, information or other reporting requirements of
any
kind, the effect of which requirements is the disclosure to the Issuer, any
of
its Paying Agents or any governmental authority of the nationality, residence
or
identity (as distinguished from status as a U.S. Alien) of a beneficial owner
of
such Note, Receipt or Coupon who is a U.S. Alien (other than such requirements
which (i) would not be applicable to a payment made to a custodian, nominee
or other agent of the beneficial owner, or which can be satisfied by such a
custodian, nominee or other agent certifying to the effect that such beneficial
owner is a U.S. Alien; provided, however, in each case that payment by such
custodian, nominee or agent to such beneficial owner is not otherwise subject
to
any requirements referred to in this sentence, (ii) are applicable only to
payment by a custodian, nominee or other agent of the beneficial owner to or
on
behalf of such beneficial owner, or (iii) would not be applicable to a
payment made by any other paying agent of the Issuer), the Issuer shall redeem
the Notes as a whole but not in part at a redemption price equal to the Early
Redemption Amount together, if appropriate, with accrued interest to, but
excluding, the date fixed for redemption, such redemption to take place on
such
date not later than one year after the publication of notice of such
determination. If the Issuer becomes aware of an event that might give rise
to
such certification, information or other reporting requirements, the Issuer
shall, as soon as practicable, solicit advice of independent counsel selected
by
the Issuer to establish whether such certification, information or other
reporting requirements will apply and, if such requirements will apply, the
Issuer shall give prompt notice of such determination (a “Tax Notice”)
in accordance with Condition 16 stating in such notice the effective date of
such certification, information or other reporting requirements and, if
applicable, the date by which the redemption shall take place. Notwithstanding
the foregoing, the Issuer shall not redeem Notes if the Issuer shall
subsequently determine not less than 30 days prior to the date fixed for
redemption that subsequent payments would not be subject to any such
requirements, in which case the Issuer shall give prompt notice of such
determination in accordance with Condition 16 and any earlier redemption notice
shall thereby be revoked and of no further effect.
Notwithstanding
the foregoing, if and
so long as the certification, information or other reporting requirements
referred to in the preceding paragraph would be fully satisfied by payment
of a
backup withholding tax or similar charge, the Issuer may elect prior to
publication of the Tax Notice to have the provisions described in this paragraph
apply in lieu of the provisions described in the preceding paragraph, in which
case the Tax Notice shall state the effective date of such certification,
information or reporting requirements and that the Issuer has elected to pay
Additional Amounts rather than redeem the Notes. In such event, the Issuer
will
pay as Additional Amounts such amounts as may be necessary so that every net
payment made following the effective date of such certification, information
or
reporting requirements outside the United States by the Issuer or any of its
Paying Agents of principal or interest due in respect of a Note, Receipt or
Coupon to a holder who certifies to the effect that the beneficial owner of
such
Note, Receipt or Coupon is a U.S. Alien (provided that such certification shall
not have the effect of communicating to the Issuer or any of its Paying Agents
or any governmental authority the nationality, residence or identity of such
beneficial owner), after deduction or withholding for or on account of such
backup withholding tax or similar charge (other than a backup withholding tax
or
similar charge which (i) is imposed as a result of certification,
information or other reporting requirements referred to in the second
parenthetical clause of the first sentence of the preceding paragraph,
(ii) is imposed as a result of the fact that the Issuer or any of its
Paying Agents has actual knowledge that the holder or beneficial owner of such
Note, Receipt or Coupon is not a U.S. Alien but is within the category of
persons, corporations or other entities described in clause (a)(i) of
this Condition 7, or (iii) is imposed as a result of presentation of such
Note, Receipt or Coupon for payment more than 15 days after the date on
which such payment becomes due and payable or on which payment thereof is duly
provided for, whichever occurs later), will not be less than the amount provided
for in such Note, such Receipt or such Coupon to be then due and payable. In
the
event the Issuer elects to pay such Additional Amounts, the Issuer will have
the
right, at its sole option, at any time, to redeem the Notes, as a whole but
not
in part at a redemption price equal to their Early Redemption Amount, together,
if appropriate, with accrued interest to the date fixed for redemption including
any Additional Amounts required to be paid under this paragraph. If the Issuer
has made the determination described in the preceding paragraph with respect
to
certification, information or other reporting requirements applicable to
interest only and subsequently makes a determination in the manner and of the
nature referred to in such preceding paragraph with respect to such requirements
applicable to principal, the Issuer will redeem the Notes in the manner and
on
the terms described in the preceding paragraph (except as provided below),
unless the Issuer elects to have the provisions of this paragraph apply rather
than the provisions of the immediately preceding paragraph. If in such
circumstances the Notes are to be redeemed, the Issuer will be obligated to
pay
Additional Amounts with respect to interest, if any, accrued to the date of
redemption. If the Issuer has made the determination described in the preceding
paragraph and subsequently makes a determination in the manner and of the nature
referred to in such preceding paragraph that the level of withholding applicable
to principal or interest has been increased, the Issuer will redeem the Notes
in
the manner and on the terms described in the preceding paragraph (except as
provided below), unless the Issuer elects to have the provisions of this
paragraph apply rather than the provisions of the immediately preceding
paragraph. If in such circumstances the Notes are to be redeemed, the Issuer
will be obligated to pay Additional Amounts with respect to the original level
of withholding on principal and interest, if any, accrued to the date of
redemption.
8. Prescription
Unless
provided otherwise in the
applicable Final Terms, Notes, Receipts and Coupons will become void unless
presented for payment within a period of five years after the Relevant Date
(as
defined in Condition 7) therefor.
There
shall not be included in any
Coupon sheet issued on exchange of a Talon any Coupon the claim for payment
in
respect of which would be void pursuant to this Condition 8 or Condition 5(b)
or
any Talon which would be void pursuant to Condition 5(b).
Any
moneys paid by the Issuer to the
Agent or (in the case of Registered Notes) the Registrar or the Canadian Paying
Agent for the payment of principal or interest in respect of the Notes and
remaining unclaimed for a period of five years shall forthwith be repaid to
the
Issuer. All liability of the Issuer, the Agent and the Registrar or
the Canadian Paying Agent with respect thereto shall cease when the Notes,
Receipts and Coupons become void.
9. Events
of Default
(a) In
the event that (each of (i) through to (iv) below, an “Event of
Default”):
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(i)
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default
is made by the Issuer in the payment when due of any principal or
interest
in respect of any Note and the default continues unremedied for a
period
of 14 days after the date when due;
or
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(ii)
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default
is made by the Issuer in the performance or observance of any covenant,
condition or provision contained in the Terms and Conditions applicable
to
any of the Notes or of any covenant, condition or provision for the
benefit of Noteholders contained in the Agency Agreement and on its
part
to be performed or observed (other than the covenant to pay the principal
and interest in respect of the Notes) and at the expiration of any
applicable grace period therefor such covenant, condition or provision
is
not performed or observed in the period of 60 consecutive days after
the
date on which written notice of such default, requiring the Issuer
to
perform or observe such covenant, condition or provision, first shall
have
been given to the Issuer and the Agent or (in the case of Registered
Notes) the Registrar by the holders of not less than 25 per cent.
in
aggregate nominal amount of Notes then outstanding;
or
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(iii)
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the
entry by a court having competent jurisdiction of (a) a decree or
order granting relief in respect of the Issuer in an involuntary
proceeding under any applicable bankruptcy, insolvency or other similar
law and such decree or order shall remain unstayed and in effect
for a
period of 60 consecutive days; or (b) a decree or order adjudging the
Issuer to be insolvent, or approving a petition seeking reorganisation,
arrangement, adjustment or composition of the Issuer and such decree
or
order shall remain unstayed and in effect for a period of 60 consecutive
days; or (c) a final and non-appealable order appointing a custodian,
receiver, liquidator, assignee, trustee or other similar official
of the
Issuer or of any substantial part of the property of the Issuer,
or
ordering the winding up or liquidation of the Issuer, in each case
of (a),
(b) or (c) otherwise than for the purposes of or pursuant to and
followed
by a consolidation, amalgamation, merger, reconstruction or reorganisation
in which a continuing corporation effectively assumes all obligations
of
the Issuer under the Notes or the terms of which have previously
been
approved by the written consent of holders of a majority in
aggregate nominal amount of the Notes then outstanding affected thereby,
or by resolution adopted by the holders of a majority in aggregate
nominal
amount of such Notes then outstanding present or represented at a
meeting
of the holders of the Notes affected thereby at which a quorum is
present,
as provided in the Agency Agreement;
or
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(iv)
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the
commencement by the Issuer of a voluntary proceeding under any applicable
bankruptcy, insolvency or other similar law or the consent of the
Issuer
to the entry of a decree or order for relief in an involuntary proceeding
under any applicable bankruptcy, insolvency or other similar
law, or the consent by the Issuer to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee
or
similar official of the Issuer or for any substantial part of the
property
of the Issuer or the making by the Issuer of a general assignment
for the
benefit of creditors, or the Issuer failing generally to pay its
debts as
they become due, or the taking of corporate action by the Issuer
in
furtherance of any such action (in each case otherwise than for the
purposes of such a consolidation, amalgamation, merger, reconstruction
or
reorganisation as is referred to in paragraph
(iii)),
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then
the
holder of any Note may, at its option, declare the principal of such Note and
the interest, if any, accrued thereon to be due and payable immediately by
written notice to the Issuer and the Agent or (in the case of Registered Notes)
the Registrar, and unless all such defaults shall have been remedied by the
Issuer (or by the Parent or TFS pursuant to the relevant Credit Support
Agreement) prior to receipt of such written notice, the principal of such Note
and the interest, if any, accrued thereon shall become and be immediately due
and payable.
At
any
time after such declaration of acceleration with respect to the Notes has been
made and before a judgment or decree for payment of the money due with respect
to any Note has been obtained by any Noteholder, such declaration and its
consequences may be rescinded and annulled upon the written consent of holders
of a majority in aggregate nominal amount of the Notes then outstanding affected
thereby, or by resolution adopted by a majority in aggregate nominal amount
of
the Notes present or represented at a meeting of holders of the Notes affected
thereby at which a quorum is present, as provided in the Agency Agreement,
if:
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(1)
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the
Issuer has paid to, or deposited with, the Agent or (in the case
of
Registered Notes) the Canadian Paying Agent a sum sufficient to
pay:
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(A)
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all
overdue payments of interest on the Notes;
and
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(B)
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the
principal of the Notes which has become due otherwise than by such
declaration of acceleration; and
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(2)
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all
Events of Default with respect to the Notes, other than the non-payment
of
the principal of such Notes which has become due solely by such
declaration of acceleration, have been either (i) remedied or (ii)
waived
as provided in paragraph (b) below.
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No
such
rescission shall affect any subsequent default or impair any right consequent
thereon.
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(b)
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Any
Events of Default by the Issuer, other than the events described
in
paragraph (a)(i) above or in respect of where a default is made by
the
Issuer in the performance or observance of any covenant, condition
or
provision described in paragraph (a)(ii) above which cannot be modified
and amended without the written consent of the holders of all outstanding
Notes, may be waived by the written consent of holders of a majority
in
aggregate nominal amount of the Notes then outstanding affected thereby,
or by resolution adopted by the holders of a majority in aggregate
nominal
amount of such Notes then outstanding present or represented at a
meeting
of the holders of the Notes affected thereby at which a quorum is
present,
as provided in the Agency Agreement (provided that such resolution
shall
be approved by the holders of not less than 25 per cent. of the aggregate
nominal amount of Notes affected thereby then
outstanding).
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10. Replacement
of Notes, Receipts, Coupons and Talons
Should
any Note, Receipt, Coupon or
Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced
at
the specified office of the Agent in London or (in the case of Registered Notes)
at the specified office of the Registrar (or such other place outside the United
States as may be notified to the Noteholders), in accordance with all applicable
laws and regulations, upon payment by the claimant of such costs and expenses
as
may be incurred by the Issuer and the Agent or the Registrar, as the case may
be, in connection therewith and on such terms as to evidence and indemnity,
security or otherwise as the Issuer and the Agent or the Registrar, as the
case
may be, may require. Mutilated or defaced Notes, Receipts, Coupons or Talons
must be surrendered before replacements will be issued.
11. Agent
and Paying Agents
The
names of the initial Agent and the
other initial Paying Agent, the initial Registrar and the initial Canadian
Paying Agent and their initial specified offices are set out at the back of
this
Offering Circular.
In
acting under the Agency Agreement or
the Note Agency Agreement, the Agent and the other Paying Agents and (in the
case of the Note Agency Agreement only), the Registrar and the Canadian Paying
Agent act solely as agents of the Issuer and do not assume any obligation to,
or
relationship of agency or trust with, any Noteholders, Receiptholders or
Couponholders, except that (without affecting the obligations of the Issuer
to
the Noteholders, Receiptholders and Couponholders to repay Notes and pay
interest thereon) funds received by the Agent or (in respect of Registered
Notes) the Registrar or the Canadian Paying Agent for the payment of the
principal of or interest on the Notes shall be held in trust by it for the
Noteholders and/or Receiptholders and/or Couponholders until the expiration
of
the relevant period of prescription under Condition 8. The Issuer agrees to
perform and observe the obligations imposed upon it under the Agency Agreement
and (in respect of Registered Notes) the Note Agency Agreement and to use
reasonable efforts to cause the Agent and the other Paying Agents to perform
and
observe the obligations imposed upon them under the Agency Agreement and (in
respect of Registered Notes) the Registrar and the Canadian Paying Agent to
perform and observe the obligations imposed on them under the Note Agency
Agreement. The Agency Agreement and (in respect of the Registered Notes) the
Note Agency Agreement contain provisions for the indemnification of the Agent
and the other Paying Agents and the Registrar and the Canadian Paying Agent,
respectively, and for relief from responsibility in certain circumstances,
and
entitle any of them to enter into business transactions with the Issuer without
being liable to account to the Noteholders, Receiptholders or the Couponholders
for any resulting profit.
The
Issuer is entitled to vary or
terminate the appointment of any Paying Agent or any other Paying Agent
appointed under the terms of the Agency Agreement or the Registrar or the
Canadian Paying Agent appointed under the terms of the Note Agency Agreement
and/or appoint additional or other Paying Agents or Canadian Paying Agents
and/or approve any change in the specified office through which any Paying
Agent, Registrar or Canadian Paying Agent acts, provided that:
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(i)
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so
long as the Notes are admitted to trading or listed on any stock
exchange
or other relevant authority, there will at all times be a Paying
Agent
with a specified office in such place as may be required by the rules
and
regulations of the relevant stock exchange or other relevant
authority;
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(ii)
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there
will at all times be a Paying Agent with a specified office in a
city
approved by the Agent in continental
Europe;
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(iii)
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there
will at all times be an Agent;
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(iv)
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in
respect of Registered Notes, there will at all times be a Registrar;
and
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(v)
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there
will at all times be a Paying Agent in a Member State of European
Union
that will not be obliged to withhold or deduct tax pursuant to the
European Council Directive 2003/48/EC on the taxation of savings
income or
any law implementing or complying with, or introduced in order to
conform
to, such Directive.
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In
addition, the Issuer shall forthwith
appoint a Paying Agent having a specified office in the United States only
in
the circumstances described in the final paragraph of Condition 5(d). Any
variation, termination, appointment or change shall only take effect (other
than
in the case of insolvency, when it shall be of immediate effect) after not
less
than 30 or more than 45 days’ prior notice thereof shall have been given to the
Noteholders in accordance with Condition 16.
In
addition, in relation to Registered
Notes issued or to be issued by it, Toyota Credit Canada Inc. is entitled to
vary or terminate the appointment and/or appoint additional registrar, transfer
agents, Canadian paying agents and/or approve any change in the specified office
through which any such registrar, transfer agent or Canadian paying agent acts,
provided that there will at all times be a registrar and a paying agent capable
of making payments in the Specified Currency and (in the case of Global
Registered Notes) to the clearing system specified in the applicable Final
Terms.
The
Agency Agreement or the Note Agency
Agreement contains provisions permitting any entity into which any Paying Agent
and (in the case of the Note Agency Agreement only) any registrar and transfer
agent is merged or converted or with which it is consolidated or to which it
transfers all or substantially all of its assets to become the successor paying
agent, registrar or transfer agent (as appropriate).
12. Exchange
of Talons
On
and after the Interest Payment Date,
on which the final Coupon comprised in any Coupon sheet matures, the Talon
(if
any) forming part of such Coupon sheet may be surrendered at the specified
office of the Agent or any other Paying Agent in exchange for a further Coupon
sheet including (if such further Coupon sheet does not include Coupons to (and
including) the final date for the payment of interest due in respect of the
Note
to which it appertains) a further Talon, subject to the provisions of Condition
8. Each Talon shall, for the purposes of these Terms and Conditions, be deemed
to mature on the Interest Payment Date on which the final Coupon comprised
in
the relative Coupon sheet matures.
13. Consolidation
or Merger
The
Issuer may consolidate with, or
sell, lease or convey all or substantially all of its assets as an entirety
to,
or merge with or into any other corporation provided that in any such case,
(i) either the Issuer shall be the continuing corporation, or the successor
corporation shall be a corporation organised and existing under the laws of
the
jurisdiction in which the Issuer is incorporated or any province, territory,
state or other political subdivision thereof and such successor corporation
shall expressly assume the due and punctual payment of the principal of and
interest (including Additional Amounts as provided in Condition 7) on all
the Notes, Receipts and Coupons, according to their tenor, and the due and
punctual performance and observance of all of the covenants and conditions
of
the Note to be performed by the Issuer by an amendment to the Agency Agreement
or, as the case may be, the Note Agency Agreement, executed by such successor
corporation, the Issuer and the Agent or the Registrar and the Canadian Paying
Agent, as the case may be, and (ii) immediately after giving effect to such
transaction, no Event of Default under Condition 9, and no event which, with
notice or lapse of time or both, would become such an Event of Default shall
have happened and be continuing. In case of any such consolidation, merger,
sale, lease or conveyance and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted
for
the Issuer, with the same effect as if it had been named herein as the Issuer,
and the predecessor corporation, except in the event of a conveyance by way
of
lease, shall be relieved of any further obligation under the Note and the Agency
Agreement or, as the case may be, the Note Agency Agreement.
14. Substitution
The
Issuer (the “Retiring
Issuer” and the expressions “Issuer” and “Retiring
Issuer” include any previous relevant Substitute Issuer (as defined below)
under this Condition 14) may, without the consent of the relevant Noteholders
or
Couponholders, substitute the Parent or any subsidiary of the Parent (including
TFS) in place of the Issuer as the principal debtor under the Notes, the
relative Receipts and Coupons and the Agency Agreement (the “Substitute
Issuer”) provided that:
(a) in
the case of the substitution of a subsidiary of the Parent (other than TFS
or
any other Issuer) in place of the Retiring Issuer, a Credit Support Agreement,
in the case of a subsidiary of TFS, between such subsidiary and TFS being
entered into, and the Basic Agreement applying, mutatis mutandis on the
terms of the relevant Credit Support Agreement and the Basic Agreement,
respectively and, in the case of a subsidiary of the Parent (and not being
also
a subsidiary of TFS) a Credit Support Agreement between such subsidiary and
the
Parent being entered into mutatis mutandis on the terms of the Basic
Agreement;
(b) a
deed poll substantially in the form set out in Appendix G to the Agency
Agreement (and such other documents (if any)) shall be executed by the
Substitute Issuer and the Retiring Issuer as may be necessary to give full
effect to the substitution (the “Substitution Documents”) and, (without
limiting the generality of the foregoing) under which (i) the Substitute Issuer
shall undertake in favour of the relevant Noteholders and Couponholders to
be
bound by the terms and conditions of the relevant Notes, Receipts and Coupons
and the provisions of the Agency Agreement as fully as if the Substitute Issuer
had been named in the relevant Notes, Receipts and Coupons and the Agency
Agreement as the principal debtor in respect of the relevant Notes, Receipts
and
Coupons and the Agency Agreement in place of the Retiring Issuer; and (ii)
the
Retiring Issuer shall be released from its obligations as principal debtor
in
respect of the relevant Notes, Receipts and Coupons and the Agency
Agreement;
(c) without
prejudice to the generality of paragraph (b) above, where the Substitute Issuer
is subject generally to a taxing jurisdiction differing from or in addition
to
the taxing jurisdiction to which the Retiring Issuer for which it shall have
been substituted under this Condition 14 was subject, the Substitute Issuer
shall undertake or covenant in the Substitution Documents in terms corresponding
to the provisions of Condition 7 with the substitution for or addition to the
references to the taxing jurisdiction to which the Retiring Issuer, as the
case
may be, was subject of references to the taxing jurisdiction or additional
taxing jurisdiction to which such Substitute Issuer, as the case may be, is
subject and in such case, Condition 7 shall be deemed to be modified accordingly
when such substitution takes effect;
(d) the Substitution
Documents shall contain a warranty and representation (i) that the Substitute
Issuer and the Retiring Issuer have obtained all necessary
governmental and regulatory approvals and consents for the substitution and
that
the Substitute Issuer has obtained all necessary governmental and regulatory
approvals and consents for the performance by the Substitute Issuer of its
obligations under the Substitution Documents and that all such approvals and
consents are in full force and effect, (ii) that the obligations assumed by
the
Substitute Issuer in respect of the relevant Notes, Receipts and Coupons and
the
Agency Agreement are, in each case, valid and binding in accordance with their
respective terms and enforceable by each relevant Noteholder, and (iii) the
Substitute Issuer is solvent;
(e) any
credit rating obtained by the Retiring Issuer from a nationally recognised
statistical rating organisation which applies to the relevant Notes will not
be
downgraded as a result of the substitution;
(f) each
stock exchange on which the relevant Notes are admitted to trading shall have
confirmed that, following the proposed substitution of the Substitute Issuer,
such Notes will continue to be admitted to trading on such stock
exchange;
(g) where
the Substitute Issuer is not a company incorporated in the United Kingdom,
the
Substitute Issuer shall have appointed a process agent as its agent in England
to receive service of process on its behalf in relation to any legal action
or
proceedings arising out of or in connection with the relevant Notes, Receipts
and Coupons and the Agency Agreement;
(h) in
the case of substitution of TCCI or a Canadian subsidiary of the Parent in
place
of the Retiring Issuer, no withholding or other taxes will be payable by any
such Substitute Issuer;
(i) legal
opinions shall have been delivered to the Agent (from whom copies will be
available) (in each case dated not more than three days prior to the intended
date of substitution) from legal advisers of good standing selected by the
Substitute Issuer (i) in each jurisdiction in which the Substitute Issuer and
the Retiring Issuer are incorporated and in England confirming, as appropriate,
that upon the substitution taking place, the Substitution Documents constitute
legal, valid and binding obligations of the Substitute Issuer and the relevant
Notes, Receipts and Coupons and the Agency Agreement are legal, valid and
binding obligations of the Substitute Issuer enforceable in accordance with
their terms and (ii) in Japan and in the jurisdiction in which the Substitute
Issuer is incorporated, in the event any Credit Support Agreements are entered
into under paragraph (a) above, confirming that any such Credit Support
Agreements constitute legal, valid and binding obligations of the Parent, TFS
and the Substitute Issuer, as the case may be, enforceable in accordance with
its terms; and
(j) in
connection with any such substitution, the Substitute Issuer and the Retiring
Issuer shall not have regard to the consequences of such substitution for
individual Noteholders resulting from their being for any purpose domiciled
or
resident in, or otherwise connected with, or subject to the jurisdiction of,
any
particular territory and no person shall be entitled to claim whether from
the
Substitute Issuer, the Retiring Issuer, the Agent, or any other person, any
indemnification or payment in respect of any tax consequence of any such
substitution upon any person except to the extent already provided in Condition
7 and/or any undertaking given in addition thereto or in substitution therefor
in the Substitution Documents in accordance with paragraph (c)
above.
Upon
execution of the Substitution Documents as referred to in paragraph (b) above,
(i) the Substitute Issuer shall be the relevant Issuer named in the relevant
Notes, the Receipts and Coupons and the Agency Agreement as principal debtor
in
place of the Retiring Issuer and the relevant Notes, Receipts and Coupons and
the Agency Agreement shall thereby be deemed to be amended to give effect to
the
substitution of the Substitute Issuer as principal debtor and (ii) the Retiring
Issuer shall be released as aforesaid from all of its obligations as principal
debtor in respect of the relevant Notes, Receipts and Coupons and the Agency
Agreement. With effect on and from the time of the substitution of
the Substitute Issuer in place of the Retiring Issuer:
(A) the
Retiring Issuer has no further obligations to any Noteholder or Couponholder
in
relation to the relevant Notes, Receipts and Coupons;
(B) the
Substitute Issuer has rights which the Retiring Issuer had in respect of the
relevant Notes, Receipts and Coupons (in each case subject to paragraph (c)
above); and
(C) the
Substitute Issuer has assumed the obligations towards the Noteholders and
Couponholders which the Retiring Issuer had in respect of the relevant Notes,
Receipts and Coupons.
The
Substitution Documents shall be deposited with and held by the Agent and (in
the
case of Registered Notes) copied to the Registrar for so long as any of the
relevant Notes remain outstanding and for so long as any claim made against
the
Substitute Issuer or the Retiring Issuer by any Noteholder or Couponholder
in
relation to the relevant Notes, Receipts, Coupons, the Agency Agreement or
(in
the case of Registered Notes) the Note Agency Agreement or the Substitution
Documents shall not have been finally adjudicated, settled or
discharged. The Substitute Issuer and the Retiring Issuer shall
acknowledge in the Substitution Documents the right of every Noteholder to
the
production of the Substitution Documents for the enforcement of any of the
relevant Notes, Receipts, Coupons, the Agency Agreement or (in the case of
Registered Notes) the Note Agency Agreement or the Substitution
Documents.
Within
14
days of a substitution taking effect under this Condition 14, the Retiring
Issuer shall give notice of such substitution to the relevant Noteholders in
accordance with Condition 16.
15. Meetings,
Modifications and Waivers
The
Agency Agreement contains
provisions which, unless otherwise provided in the Final Terms, are binding
on
the Issuer, the Noteholders, the Receiptholders and the Couponholders, for
convening meetings of holders of Notes, Receipts and Coupons to consider matters
affecting their interests, including the modification or waiver of the Terms
and
Conditions applicable to the Notes.
The
Agency Agreement, (in the case of
Registered Notes) the Note Agency Agreement, the Notes and any Receipts and
Coupons attached to the Notes may be amended by the Issuer and (in the case
of
the Agency Agreement) the Agent and (in the case of the Note Agency Agreement)
the Registrar and the Canadian Paying Agent, without the consent of the holder
of any Note, Receipt or Coupon (i) for the purpose of curing any ambiguity,
or for curing, correcting or supplementing any defective provision contained
therein, or to evidence the succession of another corporation to the Issuer
as
provided in Condition 13 or provide for substitution of the Issuer as provided
in Condition 14, (ii) to make any further modifications of the terms of the
Agency Agreement or (in the case of Registered Notes) the Note Agency Agreement
necessary or desirable to allow for the issuance of any additional Notes (which
modifications shall not be materially adverse to holders of outstanding Notes)
or (iii) in any manner which the Issuer and (in the case of the Agency
Agreement) the Agent and (in the case of the Note Agency Agreement) the
Registrar and the Canadian Paying Agent may deem necessary or desirable and
which shall not materially adversely affect the interests of the holders of
the
Notes, Receipts and Coupons. In addition, with the written consent of the
holders of not less than a majority in aggregate nominal amount of the Notes
then outstanding affected thereby, or by a resolution adopted by a majority
in
aggregate nominal amount of such outstanding Notes affected thereby present
or
represented at a meeting of such holders at which a quorum is present, as
provided in the Agency Agreement (provided that such resolution shall be
approved by the holders of not less than 25 per cent. of the aggregate
nominal amount of Notes affected thereby then outstanding), the Issuer and
the
Agent and (in the case of the Note Agency Agreement) the Registrar and the
Canadian Paying Agent may from time to time and at any time enter into
agreements modifying or amending the Agency Agreement or (in the case of
Registered Notes) the Note Agency Agreement or the terms and conditions of
the
Notes, Receipts and Coupons for the purpose of adding any provisions to or
changing in any manner or eliminating any provisions of the Agency Agreement
or
(in the case of Registered Notes) the Note Agency Agreement or of modifying
in
any manner the rights of the holders of Notes, Receipts and Coupons; provided,
however, that no such agreement shall, without the consent or the affirmative
vote of the holder of each Note affected thereby, (i) change the stated
maturity of the principal of or any instalment of interest on any Note,
(ii) reduce the nominal amount of or interest on any Note,
(iii) change the obligation of the Issuer to pay Additional Amounts as
provided in Condition 7, (iv) reduce the percentage in nominal amount of
outstanding Notes the consent of the holders of which is necessary to modify
or
amend the Agency Agreement or (in the case of Registered Notes) the Note Agency
Agreement or the terms and conditions of the Notes or to waive any future
compliance or past default, or (v) reduce the percentage in nominal amount
of outstanding Notes the consent of the holders of which is required at any
meeting of holders of Notes at which a resolution is adopted. The quorum at
any
meeting called to adopt a resolution will be persons holding or representing
a
majority in aggregate nominal amount of the Notes at the time outstanding
affected thereby and at any adjourned meeting will be one or more persons
holding or representing 25 per cent. in aggregate nominal amount of such
Notes at the time outstanding affected thereby. Any instrument given by or
on
behalf of any holder of a Note in connection with any consent to any such
modification, amendment or waiver will be irrevocable once given and will be
conclusive and binding on all subsequent holders of such Note. Any
modifications, amendments or waivers to the Agency Agreement or (in the case
of
Registered Notes) to the Note Agency Agreement or to the terms and conditions
of
the Notes, Receipts and Coupons will be conclusive and binding on all holders
of
Notes, Receipts and Coupons, whether or not they have given such consent or
were
present at any meeting, and whether or not notation of such modifications,
amendments or waivers is made upon the Notes, Receipts and Coupons. It shall
not
be necessary for the consent of the holders of Notes under this Condition 15
to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof.
Notes
authenticated and delivered after
the execution of any amendment to the Agency Agreement, or (in the case of
Registered Notes) to the Note Agency Agreement, the Notes, Receipts or Coupons
may bear a notation in form approved by the Agent or (in the case of Registered
Notes) Registrar as to any matter provided for in such amendment to the Agency
Agreement or (in the case of Registered Notes) to the Note Agency
Agreement.
New
Notes so modified as to conform, in
the opinion of the Agent or (in the case of Registered Notes) the Registrar
and
the Issuer, to any modification contained in any such amendment may be prepared
by the Issuer, authenticated by the Agent or (in the case of Registered Notes)
the Registrar and delivered in exchange for the Notes then
outstanding.
For
the purposes of this Condition 15
and Condition 9, the term “outstanding” means, in relation to the
Notes, all Notes issued under the Agency Agreement or the Note Agency Agreement
other than (i) those which have been redeemed in full in accordance with
the Agency Agreement or the Note Agency Agreement or these Terms and Conditions,
(ii) those in respect of which the date for redemption (whether in respect
of the whole principal amount or the final instalment (when redeemable in
instalments)) in accordance with these Terms and Conditions has occurred and
the
redemption moneys therefor (including all interest (if any) accrued thereon
to
the date for such redemption and any interest (if any) payable under these
Terms
and Conditions after such date) have been duly paid to the Agent as provided
in
the Agency Agreement or (in the case of Registered Notes) to the Registrar
or
the Canadian Paying Agent (and, where appropriate, notice has been given to
the
Noteholders in accordance with Condition 16) and remain available for
payment against presentation of the Notes, (iii) those which have become
void under Condition 8, (iv) those which have been purchased or otherwise
acquired and cancelled as provided in Condition 6, and those which have been
purchased or otherwise acquired and are being held by the Issuer for subsequent
resale or reissuance as provided in Condition 6 during the time so held,
(v) those mutilated or defaced Notes which have been surrendered in
exchange for replacement Notes pursuant to Condition 10, (vi) (for the
purposes only of determining how many Notes are outstanding and without
prejudice to their status for any other purpose) those Notes alleged to have
been lost, stolen or destroyed and in respect of which replacement Notes have
been issued pursuant to Condition 10 and (vii) temporary global Notes to
the extent that they shall have been duly exchanged in whole for permanent
global Notes or definitive Notes and permanent global Notes or registered global
Notes to the extent that they shall have been duly exchanged in whole for
definitive Notes, in each case pursuant to their respective
provisions.
16. Notices
All
notices regarding the Notes shall
be published in a leading English language daily newspaper of general
circulation in London (which is expected to be the Financial Times) or, if
this
is not practicable, one other such English language newspaper as the Issuer,
in
consultation with the Agent, shall decide. The Issuer shall also ensure that
notices are duly published in a manner which complies with the rules and
regulations of any stock exchange on which the Notes are for the time being
admitted to trading or are listed by another relevant authority. Any such notice
published as aforesaid shall be deemed to have been given on the date of such
publication or, if published more than once, on the date of the first such
publication. Receiptholders and Couponholders will be deemed for all
purposes to have notice of the contents of any notice given to the holders
of
the Notes in accordance with this Condition 16.
Until
such time as any definitive Notes
are issued, so long as the global Note(s) is or are held in its or their
entirety on behalf of Euroclear and Clearstream, Luxembourg, there may be
substituted for such publication in such newspaper the delivery of the relevant
notice to Euroclear and Clearstream, Luxembourg for communication by them to
the
holders of the Notes; provided that, for so long as any Notes are admitted
to
trading on a stock exchange or are listed by another relevant authority and
the
rules of that stock exchange or relevant authority so require, such notice
will
be published in a daily newspaper of general circulation in the place or places
required by those rules. Any notice delivered to Euroclear and Clearstream,
Luxembourg shall be deemed to have been given to the holders of the Notes on
the
third day after the day on which the said notice was given to Euroclear and
Clearstream, Luxembourg, or on such other day as is specified in the applicable
Final Terms.
Notices
to holders of Registered Notes
in definitive form will be deemed to be validly given if sent by mail to them
(or, in the case of joint holders of Registered Notes, to the first-named in
the
register kept by the Registrar) at their respective addresses as recorded in
such register, and will be deemed to have been validly given on the fourth
business day after the date of such mailing.
Notices
to be given by any holder of
the Notes shall be in writing and given by lodging the same, together with
the
relative Note or Notes, in the case of Bearer Notes, with the Agent or, in
the
case of Registered Notes, with the Registrar. While any of the Notes are
represented by a global Note, such notice may be given by any holder of a Note
to, in the case of Bearer Notes, the Agent or, in the case of Registered Notes,
the Registrar via Euroclear and/or Clearstream, Luxembourg, as the case may
be,
in such manner as the Agent or Registrar and Euroclear and/or Clearstream,
Luxembourg, as the case may be, may approve for this purpose.
17. Further
Issues
The
Issuer shall be at liberty from
time to time without the consent of the Noteholders, Receiptholders or
Couponholders to create and issue further notes ranking pari passu in
all respects (or in all respects save for the Issue Date, the amount and date
of
the first payment of interest thereon and/or the Issue Price) and so that the
same shall be consolidated and form a single series with the outstanding Notes
and references in these Terms and Conditions to “Notes” shall be
construed accordingly.
18. Redomination
and Exchange
The
Issuer
may (if so specified in the
applicable Final Terms) without the consent of the holder of any Note, Receipt,
Coupon or Talon, redenominate into euro all, but not some only, of the Notes
of
any Series on or after the date on which the member state of the European Union
in whose national currency such Notes are denominated has become a participant
member in the third stage of the European economic and monetary union as more
fully set out in the applicable Final Terms. The Issuer may (if so specified
in
the applicable Final Terms) without the consent of the holder of any Note,
Receipt, Coupon or Talon, elect that the Notes shall be exchangeable for Notes
expressed to be denominated in euro in accordance with such arrangements as
the
Issuer may decide.
19. Disapplication
The
Notes confer no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of the Notes,
but this does not affect any right or remedy of a third party which exists
or is
available apart from that Act.
20. Governing
Law and Submission to Jurisdiction
The
Notes, the Receipts and the Coupons
are governed by, and shall be construed in accordance with, English
law.
The
Issuer irrevocably agrees, for the
exclusive benefit of the Noteholders, the Receiptholders and the Couponholders,
to the jurisdiction of the English courts for all purposes in connection with
the Notes, the Receipts and the Coupons and in relation thereto the Issuer
has
appointed Toyota Financial Services (UK) PLC as its agent for service of process
on its behalf and has agreed that in the event of Toyota Financial Services
(UK)
PLC ceasing so to act or ceasing to be registered in England, it will appoint
another person as its agent for service of process. Without prejudice to the
foregoing, the Issuer irrevocably agrees that any suit, action or proceedings
arising out of or in connection with the Notes, the Receipts and the Coupons
may
be brought in any other court of competent jurisdiction.
APPENDIX B
FORMS
OF GLOBAL AND DEFINITIVE NOTES, COUPONS, RECEIPTS AND
TALONS
APPENDIX
B-1
FORM
OF TEMPORARY GLOBAL NOTE
ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.1
2[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.
(a
private company incorporated with limited liability under the laws of The
Netherlands, with its corporate seat in Amsterdam, The
Netherlands)]
[TOYOTA
CREDIT CANADA INC.
(a
company incorporated with limited liability under the Canada Business
Corporations Act)]
[TOYOTA
FINANCE AUSTRALIA LIMITED
(ABN
48 002 435 181, a company registered in New South Wales and incorporated with
limited liability in Australia)]
[TOYOTA
MOTOR CREDIT CORPORATION
(a
company incorporated with limited liability in California, United
States)]
TEMPORARY
GLOBAL NOTE
representing
[Specified
Currency and Nominal Amount of Series]
NOTES
DUE [Year of Maturity]
Series
No. [ ]
The
Notes
represented by this Temporary Global Note have been admitted to the
Official
List and admitted to trading on the London Stock Exchange plc’s Gilt Edged and
Fixed Interest Market.3
|
1
|
Use
this legend in the case of Notes with a maturity of more than 183
days. In the case of Notes with a maturity of 183 days or less,
the following legend should be used: By accepting this
obligation, the holder represents and warrants that it is not a
United
States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
and that it is not acting for or on behalf of a United States person
(other than an exempt recipient described in Section 6049(b) of
the
Internal Revenue Code and the regulations
thereunder).
|
|
3
|
Delete
in the case of all Notes other than Notes admitted to trading on
the
London Stock Exchange’s Gilt Edged and Fixed Interest Market, or add
reference to other Stock Exchange, if
applicable.
|
This
Note
is a Temporary Global Note in respect of a duly authorised issue of [Specified
Currency and Nominal Amount of Tranche] [Specified Currency and Nominal Amount
of Series] Notes Due [Year of Maturity] (the Notes) of
[Specified Currency and Specified Denomination] each of 4[Toyota Motor Finance (Netherlands)
B.V.]
[Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
Credit Corporation] (the Issuer). References herein
to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out in Appendix A to the Agency Agreement
(as defined below) as modified and supplemented by the information set out
in
Part A of the Final Terms relating to the Notes (which are attached hereto)
and,
in the event of any conflict between the provisions of the Conditions and the
information set out in the Final Terms, the latter shall
prevail. Words and expressions defined in the Conditions and the
Final Terms and not otherwise defined herein shall have the same meanings when
used in this Temporary Global Note.
This
Temporary Global Note is issued subject to, and with the benefit of, the
Conditions and the Agency Agreement dated 28 September 2007 (the
Agency Agreement, which expression shall be construed as a
reference to that agreement as the same may be amended or supplemented from
time
to time), between Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada
Inc., Toyota Finance Australia Limited and Toyota Motor Credit Corporation,
The
Bank of New York (the Agent) and the other agents named
therein; provided, however, that references to the Conditions shall mean the
Conditions in effect on the date of this Temporary Global Note.
This
Temporary Global Note is to be held by a common depositary (or, if the Final
Terms indicate that this Temporary Global Note is intended to be a New Global
Note, a common safekeeper) for Euroclear Bank S.A./N.V.
(Euroclear), Clearstream Banking, société anonyme
(Clearstream, Luxembourg) and/or such other relevant clearing
agency as is specified in the Final Terms on behalf of account holders which
have the Notes represented by this Temporary Global Note credited to their
respective securities accounts therewith from time to time.
For
value
received, the Issuer, subject to and in accordance with the Conditions, promises
to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
in instalments) and on the Maturity Date, and/or on such earlier date(s) as
all
or any of the Notes represented by this Temporary Global Note may become due
and
repayable in accordance with the Conditions, the amount payable under the
Conditions in respect of the Notes then represented by this Temporary Global
Note on each such date and to pay interest (if any) on the nominal amount of
the
Notes from time to time represented by this Temporary Global Note calculated
and
payable as provided in the Conditions together with any other sums payable
under
the Conditions, upon presentation and, at maturity, surrender of this Temporary
Global Note to or to the order of the Agent at the principal office of the
Agent
in London, or at the offices of any of the other paying agents located outside
the United States of America, its territories and possessions, any State of
the
United States and the District of Columbia (except as provided in the
Conditions) from time to time appointed by the Issuer in respect of the Notes,
but in each case subject to the requirements as to certification provided
herein. Any monies paid by the Issuer to the Agent for the payment of
principal or interest on any Notes and remaining unclaimed at the end of one
year after such principal or interest shall have become due and payable (whether
at maturity, upon call for redemption or otherwise) shall then be repaid to
the
Issuer and upon such repayment all liability of the Agent with respect thereto
shall thereupon cease, without, however, limiting in any way any obligation
the
Issuer may have to pay the principal of or interest on this Temporary Global
Note as the same shall become due.
If
the
Final Terms indicate that this Temporary Global Note is intended to be a New
Global Note, the nominal amount of Notes represented by this Temporary Global
Note shall be the aggregate amount from time to time entered in the records
of
both Euroclear and Clearstream, Luxembourg (together, the relevant
Clearing Systems). The records of the relevant Clearing
Systems (which expression in this Temporary Global Note means the records that
each relevant Clearing System holds for its customers which reflect the amount
of such customer’s interest in the Notes) shall be conclusive evidence of the
nominal amount of Notes represented by this Temporary Global Note and, for
these
purposes, a statement issued by a relevant Clearing System (which statement
shall be made available to the bearer upon request) stating the nominal amount
of Notes represented by this Temporary Global Note at any time shall be
conclusive evidence of the records of the relevant Clearing System at that
time.
If
the
Final Terms indicate that this Temporary Global Note is not intended to be
a New
Global Note, the nominal amount of the Notes represented by this Temporary
Global Note shall be the amount stated in the Final Terms or, if lower, the
nominal amount most recently entered by or on behalf of the Issuer in the
relevant column in Part II of Schedule One or in Schedule Two
hereto.
On
any
redemption of, or payment of an instalment or interest being made in respect
of,
or purchase and cancellation of, any of the Notes represented by this Temporary
Global Note, the Issuer shall procure that:
(i) if
the Final Terms indicate that this Temporary Global Note is intended to be
a New
Global Note, details of such redemption, payment or purchase and cancellation
(as the case may be) shall be entered pro rata in the records of the relevant
Clearing Systems and, upon any such entry being made, the nominal amount of
the
Notes recorded in the records of the relevant Clearing Systems and represented
by this Temporary Global Note shall be reduced by the aggregate nominal amount
of the Notes so redeemed or purchased and cancelled or by the aggregate amount
of such instalment so paid; or
(ii) if
the Final Terms indicate that this Temporary Global Note is not intended to
be a
New Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) shall be entered by or on behalf of the Issuer
in Part I or II of Schedule One or in Schedule Two hereto and the relevant
space
in Schedule Two hereto recording any such redemption, payment or purchase and
cancellation (as the case may be) shall be signed by or on behalf of the
Issuer. Upon any such redemption, payment of an instalment or
purchase and cancellation, the nominal amount of this Temporary Global Note
and
the Notes represented by this Temporary Global Note shall be reduced by the
nominal amount of such Notes so redeemed or purchased and cancelled or by the
amount of such instalment so paid.
Payments
due in respect of Notes for the time being represented by this Temporary Global
Note shall be made to the bearer of this Temporary Global Note and each payment
so made will discharge the Issuer’s obligations in respect
thereof. Any failure to make the entries referred to above shall not
affect such discharge.
5[For
the purposes only of the Interest Act
(Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
which is equivalent to the Fixed Rate of Interest per annum, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate
of
Interest by a fraction of which: (a) the numerator is the product of (i) the
actual number of days in a year commencing on and including the first day of
such period and ending on but not including the corresponding day in the next
calendar year and (ii) the sum of (y) the product of 30 and the number of
complete months elapsed in such period and (z) the number of days elapsed in
any
incomplete month in such period treating all calendar months as having 30 days;
and (b) the denominator is the product of 360 and the actual number of days
in
such period (including the first but excluding the last, such
day). For the purposes only of the Interest Act (Canada), in respect
of Floating Rate Notes the nominal yearly rate of interest which is equivalent
to the Rate of Interest per annum for any Specified Period (as defined in the
Final Terms) calculated on the basis of a year of 365 or 360 days may be
calculated by multiplying such Rate of Interest by a fraction of which the
numerator is the actual number of days in a year commencing on and including
the
first day of such Specified Period and ending on but not including the
corresponding day in the next calendar year and the denominator is 365 or 360,
as the case may be.]
Prior
to
the Exchange Date (as defined below), all payments (if any) on this Temporary
Global Note will only be made to the bearer hereof to the extent that there
is
presented to the Agent by a relevant Clearing System a certificate to the effect
that it has received from or in respect of a person entitled to a particular
nominal amount of the Notes (as shown by its records) a certificate of non-US
beneficial ownership in the form required by it. On or after the
Exchange Date the bearer of this Temporary Global Note will not be entitled
to
receive any payment of interest due unless, upon due certification, exchange
of
this Temporary Global Note is improperly withheld or refused.
On
or
after the date which is 40 days after the completion of the distribution of
the
Notes represented by this Temporary Global Note or, at the option of the Issuer
(with the consent of the lead manager(s) of the Tranche(s) of Notes of the
relevant Series) the date which is 40 days after the completion of the
distribution of any additional issuance or issuances of one or more Tranches
of
Notes of the same Series that occurs within the 40 day period after the issue
of
this Temporary Global Note (the latest of such dates referred to
as the Exchange Date), [but only if the final
instalment on all such outstanding Notes has been paid6] this Temporary Global Note may
be exchanged
in whole or in part (free of charge) for, as specified in the Final Terms,
either (a) Definitive Bearer Notes and (if applicable) Coupons, Receipts and
Talons in or substantially in the forms set out in Appendices X-0, X-0, X-0
and
B-6, respectively, to the Agency Agreement (on the basis that all appropriate
details have been included on the face of such Definitive Bearer Notes and
(if
applicable) Coupons, Receipts and Talons and the Final Terms (or the relevant
provisions of the Final Terms) have either been endorsed on or attached to
such
Definitive Bearer Notes) or, (b) either, (if the Final Terms indicate that
this
Temporary Global Note is intended to be a New Global Note) interests recorded
in
the records of the relevant Clearing Systems in a Permanent Global Note or
(if
the Final Terms indicate that this Temporary Global Note is not intended to
be a
New Global Note) a Permanent Global Note which, in either case, is in the form
or substantially in the form set out in Appendix B-2 to the Agency Agreement
(together with the Final Terms attached thereto) in each case upon notice being
given to the Agent by the relevant Clearing System acting on the instructions
of
any holder of an interest in this Temporary Global Note.
The
Issuer shall procure that Definitive Bearer Notes or (as the case may be)
the interests in the Permanent Global Note shall be issued and
delivered and (in the case of the Permanent Global Note where the Final Terms
indicate that this Temporary Global Note is intended to be a New Global Note)
recorded in the records of the relevant Clearing System in exchange for only
that portion of this Temporary Global Note in respect of which there shall
have
been presented to the Agent by a relevant Clearing System a certificate to
the
effect that it has received from or in respect of a person entitled to a
beneficial interest in a particular nominal amount of the Notes (as shown by
its
records) a certificate of non-US beneficial ownership from such person in the
form required by it and, in the case of Definitive Bearer Notes, subject to
such
notice period and payment of costs as may be specified in the Final
Terms.
If
Definitive Bearer Notes and (if applicable) Coupons, Receipts and Talons have
already been issued in exchange for all the Notes represented for the time
being
by the Permanent Global Note, then this Temporary Global Note may only
thereafter be exchanged for Definitive Bearer Notes and (if applicable) Coupons,
Receipts and Talons pursuant to the terms hereof.
On
an
exchange of the whole of this Temporary Global Note, this Temporary Global
Note
shall be surrendered to or to the order of the Agent. On an exchange
of part only of this Temporary Global Note, the Issuer shall procure
that:
(i) if
the Final Terms indicate that this Temporary Global Note is intended to be
a New
Global Note, details of such exchange shall be entered pro rata in the records
of the relevant Clearing Systems; or
(ii) if
the Final Terms indicate that this Temporary Global Note is not intended to
be a
New Global Note, details of such exchange shall be entered by or on behalf
of
the Issuer in Schedule Two hereto and the relevant space in Schedule Two hereto
recording such exchange shall be signed by or on behalf of the Issuer whereupon
the nominal amount of this Temporary Global Note and the Notes represented
by
this Temporary Global Note shall be reduced by the nominal amount so
exchanged. If, following the issue of a Permanent Global Note in
exchange for some of the Notes represented by this Temporary Global Note,
further Notes represented by this Temporary Global Note are to be exchanged
pursuant to this paragraph, such exchange may be effected, without the issue
of
a new Permanent Global Note, by the Issuer or its agent endorsing Schedule
Two
of the Permanent Global Note previously issued to reflect an increase in the
aggregate nominal amount of the Permanent Global Note which would otherwise
have
been issued on such exchange.
Until
the
exchange of the whole of this Temporary Global Note as aforesaid, the bearer
hereof shall in all respects (except as otherwise provided in this Temporary
Global Note) be entitled to the same benefits as if it were bearer of Definitive
Bearer Notes, and the relative Coupons, Receipts and Talons in the form set
out
in Appendices X-0, X-0, X-0 and B-6, respectively, to the Agency
Agreement.
Accordingly,
except as ordered by a court of competent jurisdiction or as required by law
or
applicable regulation, the Issuer and any Paying Agent may deem and treat the
bearer hereof as the absolute owner of this Temporary Global Note for all
purposes (whether or not this Temporary Global Note shall be overdue and
notwithstanding any notice of ownership or writing hereon or notice of any
previous loss or theft or trust or other interest herein). In the
event that this Temporary Global Note (or any part of it) has become due and
repayable in accordance with Condition 9 and payment in full of the amount
due
has not been made to the bearer in accordance with the provisions set out above
then this Temporary Global Note will become void at 8.00 p.m. (London time)
on
such day and the bearer will have no further rights under this Temporary Global
Note (but without prejudice to the rights which the bearer or any other person
may have under Clause 31 of the Agency Agreement in respect of the Notes issued
under the Programme Agreement pursuant to which this Temporary Global Note
is
issued).
This
Temporary Global Note is governed by, and shall be construed in accordance
with,
English law.
This
Temporary Global Note shall not be valid unless authenticated by the Agent
and,
if the Final Terms indicate that this Temporary Global Note is intended to
be a
New Global Note (i) which is intended to be held in a manner which would allow
Eurosystem eligibility, or (ii) in respect of which the Issuer has notified
the
Agent that effectuation is to be applicable, effectuated by the entity appointed
as common safekeeper by the relevant Clearing Systems. This Temporary
Global Note may be duly executed on behalf of the Issuer by manual or facsimile
signature.
|
5
|
Delete
if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota
Finance
Australia Limited or Toyota Motor Credit
Corporation.
|
|
6
|
Delete
if this Temporary Global Note is not issued in respect of a Tranche
of
Notes described as Partly Paid Notes in the Final
Terms.
|
IN
WITNESS WHEREOF, the Issuer has caused this Temporary Global Note to be duly
executed on its behalf.
|
Dated
|
7[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.]
|
|
By: _________________ By: _________________
Authorised
Signatory Authorised
Signatory
|
|
|
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED]
[TOYOTA
MOTOR CREDIT CORPORATION]
|
|
|
By: _________________
Authorised
Signatory
|
|
Authenticated
by
The
Bank of New York
|
|
|
By: ________________________
Authorised
Signatory
|
|
|
8Effectuated
without
recourse,
warranty
or liability by:
|
|
|
[insert
name of common safekeeper]
as
common safekeeper
|
|
|
By:________________________
|
8This
should only be
completed where the Final Terms indicate that this Temporary Global Note
is
intended to be a New Global Note.
SCHEDULE
ONE*
PART
I
INTEREST
PAYMENTS
|
Interest
Payment
Date
|
Date
of Payment
|
Total
Amount of Interest Payable
|
Amount
of Interest Paid
|
Confirmation
of payment by or on behalf of the Issuer
|
|
First
|
____________
|
____________
|
____________
|
____________
|
|
Second
|
____________
|
____________
|
____________
|
____________
|
[continue
numbering until the appropriate number of interest payment dates for the
particular Series of Notes is reached.]
|
*
|
Schedule
One should be completed where the Final Terms indicate that this
Temporary
Global Note is not intended to be a New Global
Note.
|
SCHEDULE
ONE
PART
II
INSTALMENT
PAYMENTS
|
Instalment
Date
|
Date
of Payment
|
Total
Amount of Instalments Payable
|
Amount
of Instalments Paid
|
Remaining
nominal amount of this Temporary Global Note following such payment*
|
Confirmation
of payment by or on behalf of the Issuer
|
|
First
|
____________
|
____________
|
____________
|
____________
|
____________
|
|
Second
|
____________
|
____________
|
____________
|
____________
|
____________
|
[continue
numbering until the appropriate number of Instalment Dates for the particular
Series of Notes is reached]
SCHEDULE
TWO*
SCHEDULE
OF EXCHANGES
FOR
NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR DEFINITIVE BEARER NOTES OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The
following exchanges of a part of this Temporary Global Note for Notes
represented by a Permanent Global Note or Definitive Bearer Notes or redemptions
or purchases and cancellation of this Temporary Global Note have been
made:
|
Date
of exchange, or redemption or purchase and cancellation
|
Part
of nominal amount of this Temporary Global Note exchanged for Notes
represented by a Permanent Global Note or Definitive Bearer Notes
or
redeemed or purchased and cancelled**
|
Remaining
nominal amount of this Temporary Global Note following such exchange,
or
redemption or purchase and cancellation**
|
Notation
made by or on behalf of the Issuer
|
|
____________
|
____________
|
____________
|
____________
|
|
____________
|
____________
|
____________
|
____________
|
|
____________
|
____________
|
____________
|
____________
|
|
____________
|
____________
|
____________
|
____________
|
|
*
|
Schedule
Two should only be completed where the Final Terms indicates that
this
Temporary Global Note is not intended to be a New Global
Note.
|
APPENDIX
B-2
FORM
OF PERMANENT GLOBAL NOTE
ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNATIONAL REVENUE CODE.1
2[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.
(a
private company incorporated with limited liability under the laws of The
Netherlands, with its corporate seat in Amsterdam, The
Netherlands)]
[TOYOTA
CREDIT CANADA INC.
(a
company incorporated with limited liability under the Canada Business
Corporations Act)]
[TOYOTA
FINANCE AUSTRALIA LIMITED
(ABN
48 002 435 181, a company registered in New South Wales and incorporated with
limited liability in Australia)]
[TOYOTA
MOTOR CREDIT CORPORATION
(a
company incorporated with limited liability in California, United
States)]
PERMANENT
GLOBAL NOTE
representing
[Specified
Currency and Nominal Amount of Series]
NOTES
DUE [Year of Maturity]
Series
No. [ ]
The
Notes
represented by this Permanent Global Note have been admitted to the Official
List and admitted to trading on the London Stock Exchange plc’s Gilt Edged and
Fixed Interest Market.3
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1
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Use
this legend in the case of Notes with a maturity of more than 183
days. In the case of Notes with a maturity of 183 days or less,
the following legend should be used: By accepting this obligation,
the
holder represents and warrants that it is not a United States person
(other than an exempt recipient described in Section 6049(b)(4)
of the
Internal Revenue Code and the regulations thereunder) and that
it is not
acting for or on behalf of a United States person (other than an
exempt
recipient described in Section 6049(b)(4) of the Internal Revenue
Code and
the regulations thereunder).
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3
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Delete
in the case of all Notes other than Notes admitted to trading on
the
London Stock Exchange’s Gilt Edged and Fixed Interest Market, or add
reference to other Stock Exchange, if
applicable.
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This
Note
is a Permanent Global Note in respect of a duly authorised issue of [Specified
Currency and Nominal Amount of Tranche] [Specified Currency and Nominal Amount
of Series] Notes Due [Year of Maturity] (the Notes) of
[Specified Currency and Specified Denomination] each of 4[Toyota Motor Finance (Netherlands)
B.V.]
[Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
Credit Corporation] (the Issuer). References herein
to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out in Appendix A to the Agency Agreement
(as defined below) as modified and supplemented by Part A of the Final Terms
relating to the Notes (which are attached hereto) and, in the event of any
conflict between the provisions of the Conditions and the information set out
in
the Final Terms, the latter shall prevail. Words and expressions
defined in the Conditions and the Final Terms and not otherwise defined herein
shall have the same meanings when used in this Permanent Global
Note.
This
Permanent Global Note is issued subject to, and with the benefit of, the
Conditions and the Agency Agreement dated 28 September 2007 (the Agency
Agreement, which expression shall be construed as a reference to that
agreement as the same may be amended or supplemented from time to time), between
Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota
Finance Australia Limited and Toyota Motor Credit Corporation, The Bank of
New
York (the Agent) and the other agents named therein; provided,
however, that references to the Conditions shall mean the Conditions in effect
on the date of issue of the Temporary Global Note that originally represented
this Permanent Global Note.
This
Permanent Global Note is to be held by a common depositary (or, if the Final
Terms indicate that this Permanent Global Note is intended to be a New Global
Note, a common safekeeper) for Euroclear Bank S.A./N.V.
(Euroclear), Clearstream Banking, société anonyme
(Clearstream, Luxembourg) and/or such other relevant clearing
agency as is specified in the Final Terms on behalf of account holders which
have the Notes represented by this Permanent Global Note credited to their
respective securities accounts therewith from time to time.
For
value
received, the Issuer, subject to and in accordance with the Conditions, promises
to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
in instalments) and on the Maturity Date, and/or on such earlier date(s) as
all
or any of the Notes represented by this Permanent Global Note may become due
and
repayable in accordance with the Conditions, the amount payable under the
Conditions in respect of the Notes then represented by this Permanent Global
Note on each such date and to pay interest (if any) on the nominal amount of
the
Notes from time to time represented by this Permanent Global Note calculated
and
payable as provided in the Conditions together with any other sums payable
under
the Conditions, upon presentation and, at maturity, surrender of this Permanent
Global Note to or to the order of the Agent at the principal office of the
Agent
in London, or at the offices of any of the other paying agents located outside
of the United States of America, its territories and possessions, any State
of
the United States and the District of Columbia (except as provided in the
Conditions) from time to time appointed by the Issuer in respect of the Notes,
but in each case subject to the requirements as to certification provided
herein. Any monies paid by the Issuer to the Agent for the payment of
principal or interest on any Notes and remaining unclaimed at the end of one
year after such principal or interest shall have become due and payable (whether
at maturity, upon call for redemption or otherwise) shall then be repaid to
the
Issuer and upon such repayment all liability of the Agent with respect thereto
shall thereupon cease, without, however, limiting in any way any obligation
the
Issuer may have to pay the principal of or interest on this Permanent Global
Note as the same shall become due.
If
the
Final Terms indicate that this Permanent Global Note is intended to be a New
Global Note, the nominal amount of Notes represented by this Permanent Global
Note shall be the aggregate amount from time to time entered in the records
of
both Euroclear and Clearstream, Luxembourg (together, the relevant
Clearing Systems). The records of the relevant Clearing
Systems (which expression in this Permanent Global Note means the records that
each relevant Clearing System holds for its customers which reflect the amount
of such customer’s interest in the Notes) shall be conclusive evidence of the
nominal amount of Notes represented by this Permanent Global Note and, for
these
purposes, a statement issued by a relevant Clearing System (which statement
shall be made available to the bearer upon request) stating the nominal amount
of Notes represented by this Permanent Global Note at any time shall be
conclusive evidence of the records of the relevant Clearing System at that
time.
If
the
Final Terms indicate that this Permanent Global Note is not intended to be
a New
Global Note, the nominal amount of the Notes represented by this Permanent
Global Note shall be the amount stated in the Final Terms or, if lower, the
nominal amount most recently entered by or on behalf of the Issuer in the
relevant column in Part II of Schedule One or in Schedule Two
hereto.
On
any
redemption of, or payment of an instalment or interest being made in respect
of,
or purchase and cancellation of, any of the Notes represented by this Permanent
Global Note, the Issuer shall procure that:
(i) if
the Final Terms indicate that this Permanent Global Note is intended to be
a New
Global Note, details of such redemption, payment or purchase and cancellation
(as the case may be) shall be entered pro rata in the records of the relevant
Clearing Systems and, upon any such entry being made, the nominal amount of
the
Notes recorded in the records of the relevant Clearing Systems and represented
by this Permanent Global Note shall be reduced by the aggregate nominal amount
of the Notes so redeemed or purchased and cancelled or by the aggregate amount
of such instalment so paid; or
(ii) if
the Final Terms indicate that this Permanent Global Note is not intended to
be a
New Global Note, details of such redemption, payment or purchase and
cancellation (as the case may be) shall be entered by or on behalf of the Issuer
in Part I or II of Schedule One or in Schedule Two hereto and the relevant
space
in Schedule Two hereto recording any such redemption, payment or purchase and
cancellation (as the case may be) shall be signed by or on behalf of the
Issuer. Upon any such redemption, payment of an instalment or
purchase and cancellation, the nominal amount of this Permanent Global Note
and
the Notes represented by this Permanent Global Note shall be reduced by the
nominal amount of such Notes so redeemed or purchased and cancelled or the
amount of such instalment so paid.
Payments
due in respect of Notes for the time being represented by this Permanent Global
Note shall be made to the bearer of this Permanent Global Note and each payment
so made will discharge the Issuer’s obligations in respect
thereof. Any failure to make the entries referred to above shall not
affect such discharge.
If
the
Notes represented by this Permanent Global Note were, on issue, represented
by a
Temporary Global Note then on any exchange of any such Temporary Global Note
for
this Permanent Global Note or any part of it, the Issuer shall procure
that:
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(i)
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if
the Final Terms indicate that this Permanent Global Note is intended
to be
a New Global Note, details of such exchange shall be entered in the
records of the relevant Clearing Systems;
or
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(ii)
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if
the Final Terms indicate that this Permanent Global Note is not intended
to be a New Global Note, details of such exchange shall be entered
by or
on behalf of the Issuer in Schedule Two hereto and the relevant space
in
Schedule Two hereto recording any such exchange shall be signed by
or on
behalf of the Issuer. Upon any such exchange, the nominal
amount of this Permanent Global Note and the Notes represented by
this
Permanent Global Note shall be increased by the nominal amount of
the
Notes so exchanged.
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5[For
the purposes only of the Interest Act
(Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
which is equivalent to the Fixed Rate of Interest per annum, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate
of
Interest by a fraction of which: (a) the numerator is the product of (i) the
actual number of days in a year commencing on and including the first day of
such period and ending on but not including the corresponding day in the next
calendar year and (ii) the sum of (y) the product of 30 and the number of
complete months elapsed in such period and (z) the number of days elapsed in
any
incomplete month in such period treating all calendar months as having 30 days;
and (b) the denominator is the product of 360 and the actual number of days
in
such period (including the first but excluding the last, such
day). For the purposes only of the Interest Act (Canada), in respect
of Floating Rate Notes the nominal yearly rate of interest which is equivalent
to the Rate of Interest per annum for any Specified Period (as defined in the
Final Terms) calculated on the basis of a year of 365 or 360 days may be
calculated by multiplying such Rate of Interest by a fraction of which the
numerator is the actual number of days in a year commencing on and including
the
first day of such Specified Period and ending on but not including the
corresponding day in the next calendar year and the denominator is 365 or 360,
as the case may be.]
In
certain circumstances further notes may be issued which are intended on issue
to
be consolidated and form a single Series with the Notes. In such
circumstances the Issuer shall procure that:
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(i)
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if
the Final Terms indicate that this Permanent Global Note is intended
to be
a New Global Note, details of such further notes shall be entered
in the
records of the relevant Clearing Systems;
or
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(ii)
|
if
the Final Terms indicate that this Permanent Global Note is not intended
to be a New Global Note, details of such increase in the size of
the
Series shall be entered by or on behalf of the Issuer in Schedule
Two and
the relevant space in Schedule Two recording such exchange shall
be signed
by or on behalf of the Issuer, whereupon the nominal amount of this
Permanent Global Note and the Notes represented by this Permanent
Global
Note shall be increased by the nominal amount of any such Temporary
Global
Note so exchanged.
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This
Permanent Global Note may (under the circumstances set forth in the Conditions
and the Final Terms) be exchanged, in whole, but not in part, for Definitive
Bearer Notes and (if applicable) Coupons, Receipts and Talons in or
substantially in the forms set out in Appendices X-0, X-0, X-0 and B-6,
respectively, of the Agency Agreement (on the basis that all appropriate details
have been included on the face of such Definitive Bearer Notes and (if
applicable) Coupons, Receipts and Talons and the Final Terms (or the relevant
provisions of the Final Terms) have been either endorsed on or attached to
such
Definitive Bearer Notes) in denominations of [Specified Currency and Specified
Denomination] each upon either, as specified in the Final Terms:
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(a)
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upon
not less than 60 days’ written notice being given to the Agent by the
relevant Clearing Systems acting on the instructions of any holder
of an
interest in this Permanent Global Note;
or
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(b) only
upon the occurrence of an Exchange Event; or
(c) at
any time at the request of the Issuer.
An
Exchange Event means:
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(i)
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an
Event of Default (as defined in Condition 9) has occurred and is
continuing; or
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(ii)
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the
Issuer has been notified that both Euroclear and Clearstream, Luxembourg
(or any other agreed clearing system in which this Permanent Global
Note
is being held) have been closed for business for a continuous period
of 14
days (other than by reason of holiday, statutory or otherwise) or
have
announced an intention permanently to cease business or have in fact
done
so and, as a result, Euroclear and Clearstream, Luxembourg or such
other
agreed clearing system in which this Permanent Global Note is being
held
are no longer willing or able to discharge properly their responsibilities
with respect to this Permanent Global Note and the Agent and the
Issuer
are unable to locate a qualified successor;
or
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(iii)
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the
Issuer has or will become subject to adverse tax consequences which
would
not be suffered were the Notes represented by this Permanent Global
Note
in definitive form.
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If
this
Permanent Global Note is exchangeable following the occurrence of an Exchange
Event:
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(A)
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the
Issuer will promptly give notice to Noteholders in accordance with
Condition 16 if an Exchange Event occurs;
and
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(B)
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in
the event of the occurrence of any Exchange Event, one or more of
the
relevant Clearing Systems (acting on the instructions of any holder
of an
interest in this Permanent Global Note) may give notice to the Agent
requesting exchange and, in the event of the occurrence of an Exchange
Event as described in (iii) above, the Issuer may also give notice
to the
Agent requesting exchange. Any such exchange shall occur not
later than 45 days after the date of receipt of the first relevant
notice
by the Agent.
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The
exchange, if any, will be made upon presentation of this Permanent Global Note
by the bearer hereof on any day (other than a Saturday or a Sunday) on which
banks are open for general business in London at the principal office of the
Agent in London; provided, however, the first notice given to the Agent by
Euroclear, Clearstream, Luxembourg and/or such other relevant clearing agency
or
the Issuer shall give rise to the issue of Definitive Bearer Notes for the
total
amount of Notes represented by this Permanent Global Note. The
aggregate nominal amount of Definitive Bearer Notes issued upon an exchange
of
this Permanent Global Note will be equal to the aggregate nominal amount of
this
Permanent Global Note submitted by the bearer hereof for exchange (to the extent
that such nominal amount does not exceed the aggregate nominal amount of this
Permanent Global Note, as adjusted, as shown in Schedule Two hereto if the
Final
Terms indicate that this Permanent Global Note is not intended to be a New
Global Note, or in the records of the relevant Clearing Systems if the
applicable Final Terms indicate that this Permanent Global Note is intended
to
be a New Global Note). On an exchange of this Permanent Global Note,
this Permanent Global Note shall be surrendered to or to the order of the
Agent.
Until
the
exchange of the whole of this Permanent Global Note as aforesaid, the bearer
hereof shall in all respects (except as otherwise provided in this Permanent
Global Note) be entitled to the same benefits as if it were the bearer of
Definitive Bearer Notes, and the relative Coupons, Receipts and Talons in the
form set out in Appendices X-0, X-0, X-0 and B-6, respectively, to the Agency
Agreement.
Accordingly,
except as ordered by a court of competent jurisdiction or as required by law
or
applicable regulation, the Issuer and any Paying Agent may deem and treat the
bearer hereof as the absolute owner of this Permanent Global Note for all
purposes (whether or not this Permanent Global Note shall be overdue and
notwithstanding any notice of ownership or writing hereon or notice of any
previous loss or theft or trust or other interest herein). In the event that
this Permanent Global Note (or any part of it) has become due and repayable
in
accordance with Condition 9 and payment in full of the amount due has not been
made to the bearer in accordance with the provisions set out above then this
Permanent Global Note will become void at 8.00 p.m. (London time) on such day
and the bearer will have no further rights under this Permanent Global Note
(but
without prejudice to the rights which the bearer or any other person may have
under Clause 31 of the Agency Agreement in respect of the Notes issued under
the
Programme Agreement pursuant to which this Permanent Global Note is
issued).
This
Permanent Global Note is governed by, and shall be construed in accordance
with
English law.
This
Permanent Global Note shall not be valid unless authenticated by the Agent
and,
if the Final Terms indicate that this Permanent Global Note is intended to
be a
New Global Note (i) which is intended to be held in a manner which would allow
Eurosystem eligibility, or (ii) in respect of which the Issuer has notified
the
Agent that effectuation is to be applicable, effectuated by the entity appointed
as common safekeeper by the relevant Clearing Systems. This Permanent
Global Note may be duly executed on behalf of the Issuer by manual or facsimile
signature.
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5
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Delete
if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota
Finance
Australia Limited or Toyota Motor Credit
Corporation.
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IN
WITNESS WHEREOF, the Issuer has caused this Permanent Global Note to be
duly executed on its behalf.
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Dated
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6[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.]
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By: _________________ By: _________________
Authorised
Signatory Authorised
Signatory
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[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED]
[TOYOTA
MOTOR CREDIT CORPORATION]
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By: _________________
Authorised
Signatory
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Authenticated
by
The
Bank of New York
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By: ________________________
Authorised
Signatory
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7Effectuated
without
recourse,
warranty
or liability by:
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[insert
name of common safekeeper]
as
common safekeeper
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By:________________________
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7This
should only be
completed where the Final Terms indicate that this Permanent Global Note
is
intended to be a New Global Note.
SCHEDULE
ONE*
PART
I
INTEREST
PAYMENTS
|
Interest
Payment
Date
|
Date
of Payment
|
Total
Amount of Interest Payable
|
Amount
of Interest Paid
|
Confirmation
of payment by or on behalf of the Issuer
|
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First
|
____________
|
____________
|
____________
|
____________
|
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Second
|
____________
|
____________
|
____________
|
____________
|
[continue
numbering until the appropriate number of interest payment dates for the
particular Series of Notes is reached]
|
*
|
Schedule
One should only be completed where the Final Terms indicate that
this
Permanent Global Note is not intended to be a New Global
Note.
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SCHEDULE
ONE
PART
II
INSTALMENT
PAYMENTS
|
Instalment
Date
|
Date
of Payment
|
Total
Amount of Instalments Payable
|
Amount
of Instalments Paid
|
Remaining
nominal amount of this Permanent Global Note following such payment*
|
Confirmation
of payment by or on behalf of the Issuer
|
|
First
|
____________
|
____________
|
____________
|
____________
|
____________
|
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Second
|
____________
|
____________
|
____________
|
____________
|
____________
|
[continue
numbering until the appropriate number Instalment Dates for the particular
Series of Notes is reached.]
*
See most recent entry in Schedule Two in order to determine this
amount.
SCHEDULE
TWO*
SCHEDULE
OF EXCHANGES OF A TEMPORARY
GLOBAL
NOTE AND FOR DEFINITIVE BEARER NOTES
OR
REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The
following increases of this Permanent Global Note, exchanges of this Permanent
Global Note for Definitive Bearer Notes or redemptions or purchases and
cancellations of this Permanent Global Note have been made:
|
Date
of exchange, or redemption or purchase and cancellation
|
Increase
in nominal amount of this Permanent Global Note due to exchanges
of a
Temporary Global Note for this Permanent Global Note
|
Part
of nominal amount of this Permanent Global Note exchanged for Definitive
Bearer Notes or redeemed or purchased and cancelled**
|
Remaining
amount payable under this Permanent Global Note following such exchange,
or redemption or purchase and cancellation**
|
Notation
made by or on behalf of the Issuer
|
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____________
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____________
|
____________
|
____________
|
____________
|
|
____________
|
____________
|
____________
|
____________
|
____________
|
|
____________
|
____________
|
____________
|
____________
|
____________
|
|
____________
|
____________
|
____________
|
____________
|
____________
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*
|
Schedule
Two should only be completed where the applicable Final Terms indicates
that this Permanent Global Note is not intended to be a New Global
Note.
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APPENDIX
B-3
FORM
OF DEFINITIVE BEARER NOTE
ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.1
2[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.
(a
private company incorporated with limited liability under the laws of The
Netherlands, with its corporate seat in Amsterdam, The
Netherlands)]
[TOYOTA
CREDIT CANADA INC.
(a
company incorporated with limited liability under the Canada Business
Corporations Act)]
[TOYOTA
FINANCE AUSTRALIA LIMITED
(ABN
48 002 435 181, a company registered in New South Wales and incorporated with
limited liability in Australia)]
[TOYOTA
MOTOR CREDIT CORPORATION
(a
company incorporated with limited liability in California, United
States)]
DEFINITIVE
BEARER NOTE
representing
[Specified
Currency and Nominal Amount of Series]
NOTES
DUE [Year of Maturity]
Series
No. [ ]
This
Note
has been admitted to the Official List and admitted to trading on the London
Stock Exchange plc’s Gilt Edged and Fixed Interest Market.3
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1
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Use
this legend in the case of Notes with a maturity of more than 183
days. In the case of Notes with a maturity of 183 days or less,
the following legend should be used: By accepting this
obligation, the holder represents and warrants that it is not a
United
States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
and that it is not acting for or on behalf of a United States person
(other than an exempt recipient described in Section 6049(b)(4)
of the
Internal Revenue Code and the regulations
thereunder).
|
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2
|
Delete
all but the relevant Issuer.
|
This
Note
is one of a duly authorised issue of notes of [Specified Currency and Nominal
Amount of Series] (the Notes) each of 4[Toyota Motor Finance
(Netherlands) B.V.]
[Toyota Credit Canada Inc.] [Toyota Finance Australia Limited] [Toyota Motor
Credit Corporation] (the Issuer). References herein
to the Conditions shall be to the Terms and Conditions of the Notes (the
Conditions) as set out in Appendix A to the Agency Agreement
(as defined below) as modified and supplemented by Part A of the Final Terms
(which are reproduced on the reverse hereof) and, in the event of any conflict
between the provisions of the Conditions and the information set out in the
Final Terms, the latter shall prevail. Words and expressions defined
in the Conditions and the Final Terms and not otherwise defined herein shall
have the same meanings when used in this Definitive Bearer Note.
This
Note
is issued subject to, and with the benefit of, the Conditions and the Agency
Agreement dated 28 September 2007 (the Agency Agreement, which
expression shall be construed as a reference to that agreement as the same
may
be amended or supplemented from time to time), between Toyota Motor Finance
(Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited
and Toyota Motor Credit Corporation, The Bank of New York (the
Agent) and the other agents named therein; provided, however,
that references to the Conditions shall mean the Conditions in effect on the
date of issue of the Temporary Global Note that originally represented this
Note.
For
value
received, the Issuer, subject to and in accordance with the Conditions, promises
to pay to the bearer hereof on each Instalment Date (if the Notes are repayable
in instalments) and on the Maturity Date, and/or on such earlier date(s) as
this
Note may become due and repayable in accordance with the Conditions, the amount
payable under the Conditions in respect of this Note on each such date and
to
pay interest (if any) on this Note calculated and payable as provided in the
Conditions together with any other sums payable under the
Conditions.
5[For
the purposes only of the Interest Act
(Canada), in respect of Fixed Rate Notes the nominal yearly rate of interest
which is equivalent to the Fixed Rate of Interest per annum, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each, for any
period of less than one year may be calculated by multiplying the Fixed Rate
of
Interest by a fraction of which: (a) the numerator is the product of (i) the
actual number of days in a year commencing on and including the first day of
such period and ending on but not including the corresponding day in the next
calendar year and (ii) the sum of (y) the product of 30 and the number of
complete months elapsed in such period and (z) the number of days elapsed in
any
incomplete month in such period treating all calendar months as having 30 days;
and (b) the denominator is the product of 360 and the actual number of days
in
such period (including the first but excluding the last, such
day). For the purposes only of the Interest Act (Canada), in respect
of Floating Rate Notes the nominal yearly rate of interest which is equivalent
to the Rate of Interest per annum for any Specified Period (as defined in the
Final Terms) calculated on the basis of a year of 365 or 360 days may be
calculated by multiplying such Rate of Interest by a fraction of which the
numerator is the actual number of days in a year commencing on and including
the
first day of such Specified Period and ending on but not including the
corresponding day in the next calendar year and the denominator is 365 or 360,
as the case may be.]
Title
to
this Note and to any Coupon, Talon or Receipt appertaining hereto shall pass
by
delivery. The Issuer may treat the bearer hereof as the absolute
owner of this Note for all purposes (whether or not this Note shall be overdue
and notwithstanding any notation of ownership or writing hereon or notice of
any
previous loss or theft or trust or other interest herein).
This
Note
shall not be validly issued unless authenticated by the Agent.
This
Note
may be duly executed on behalf of the Issuer by manual or facsimile
signature.
IN
WITNESS WHEREOF, the Issuer has caused this Note to be duly executed on its
behalf.
|
Dated
|
6[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.]
|
|
By: _________________ By:
_________________
Authorised
Signatory Authorised
Signatory
|
|
|
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED]
[TOYOTA
MOTOR CREDIT CORPORATION]
|
|
|
By: _________________
Authorised
Signatory
|
|
[Authenticated
by
The
Bank of New York]
|
|
|
By: ________________________
Authorised
Signatory
|
[Reverse
Of Note - Terms And Conditions]
[Terms
and Conditions to be as set out
in Appendix A to the Agency Agreement or in such other form as may be agreed
between the relevant Issuer, the Agent and the relevant
Purchaser(s)]
[Endorsed
on or attached to the Terms
and Conditions is to be the applicable Final Terms]
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5
|
Delete
if the Issuer is Toyota Motor Finance (Netherlands) B.V., Toyota
Finance
Australia Limited or Toyota Motor Credit
Corporation.
|
APPENDIX
B-4
FORM
OF COUPON
(Face
of
Coupon)
1[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED
(ABN
48 002 435 181)]
[TOYOTA
MOTOR CREDIT CORPORATION]
[Specified
Currency and Nominal Amount of Series]
NOTES
DUE [Year of Maturity]
Series
No. [ ]
Part
A
[For
Fixed Rate Notes:
|
This
Coupon is payable to bearer, separately negotiable and subject to
the
Terms
and Conditions of the said Notes to which it appertains.]
|
Coupon
No. [ ]
Coupon
for [ ]
due
on [ ]
[20[ ]]
|
Part
B
[For
Floating Rate, Dual Currency and Index Linked Interest
Notes:
|
Coupon
for the amount due in accordance with the Terms and Conditions of
the
Notes
to which it appertains. This Coupon is payable to bearer,
separately
negotiable
and subject to such Terms and Conditions, under which it may
become
void before its due date.]
|
Coupon
No. [ ]
Coupon
due in
[ ]
[20[ ]]
|
ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.2
(Reverse
of Coupon)
AGENT
The
Bank
of New York
One
Canada Square
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
PAYING
AGENT
The
Bank
of New York (Luxembourg) S.A.
Xxxxxxxx
Xxxxxx
0X,
Xxxxxxxxx
X-0000
Xxxxxxxxxxxxx
Xxxxxxxxxx
and/or
such other or further Agent and other or further Paying Agents and/or specified
offices as may from time to time be duly appointed by the Issuer and notice
of
which has been given to the Noteholders.
|
2
|
Use
this legend in the case of Notes with a maturity of more than 183
days. In the case of Notes with a maturity of 183 days or less,
the following legend should be used: By accepting this
obligation, the holder represents and warrants that it is not a
United
States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
and that it is not acting for or on behalf of a United States person
(other than an exempt recipient described in Section 6049(b)(4)
of the
Internal Revenue Code and the regulations
thereunder).
|
APPENDIX
B-5
FORM
OF RECEIPT
(On
the
front)
ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES INCOME TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS
165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.1
2[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED
(ABN
48 002 435 181)]
[TOYOTA
MOTOR CREDIT CORPORATION]
[Specified
Currency and Nominal Amount of Series]
NOTES
DUE [Year of Maturity]
Series
No. [ ]
Receipt
for the sum of [ ] being the
instalment of principal payable in accordance with the Terms and Conditions
endorsed on the Note to which this Receipt appertains (the “Conditions”) on
[ ].
This
Receipt is issued subject to and in accordance with the Conditions which shall
be binding upon the holder of this Receipt (whether or not it is for the time
being attached to such Note) and is payable at the specified office of any
of
the Paying Agents set out on the reverse of the Note to which this Receipt
appertains (and/or any other or further Paying Agents and/or specified offices
as may from time to time be duly appointed and notified to the
Noteholders).
|
1
|
Use
this legend in the case of Notes with a maturity of more than 183
days. In the case of Notes with a maturity of 183 days or less,
the following legend should be used: By accepting this
obligation, the holder represents and warrants that it is not a
United
States person (other than an exempt recipient described in Section
6049(b)(4) of the Internal Revenue Code and the regulations thereunder)
and that it is not acting for or on behalf of a United States person
(other than an exempt recipient described in Section 6049(b)(4)
of the
Internal Revenue Code and the regulations
thereunder).
|
This
Receipt must be presented for payment together with the Note to which it
appertains. The Issuer shall have no obligation in respect of any
Receipt presented without the Note to which it appertains or any unmatured
Receipts.
|
3[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.]
|
|
|
By: _________________ By: _________________
Authorised
Signatory Authorised
Signatory
|
|
|
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED]
[TOYOTA
MOTOR CREDIT CORPORATION]
|
|
|
By: _________________
Authorised
Signatory
|
(Reverse
of Receipt)
AGENT
The
Bank
of New York
One
Canada Square
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
PAYING
AGENT
The
Bank
of New York (Luxembourg) S.A.
Xxxxxxxx
Xxxxxx
0X,
Xxxxxxxxx
X-0000
Xxxxxxxxxxxxx
Xxxxxxxxxx
and/or
such other or further Agent and other or further Paying Agents and/or specified
offices as may from time to time be duly appointed by the Issuer and notice
of
which has been given to the Noteholders.
APPENDIX
B-6
FORM
OF TALON
(On
the
front)
ANY
UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED
STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE
UNITED STATES TAX LAWS INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j)
AND
1287(a) OF THE INTERNAL REVENUE CODE.
1[TOYOTA
MOTOR FINANCE (NETHERLANDS)
B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED
(ABN
48 002 435 181)]
[TOYOTA
MOTOR CREDIT CORPORATION]
[Specified
Currency and Nominal Amount of Series]
NOTES
DUE [Year of Maturity]
Series
No. [ ]
On
and
after [ ] further
Coupons [and a further Talon]2
appertaining to the Note to which this Talon appertains will be issued at the
specified office of any of the Paying Agents set out on the reverse hereof
(and/or any other or further Paying Agents and/or specified offices as may
from
time to time be duly appointed and notified to the Noteholders) upon production
and surrender of this Talon.
This
Talon may, in certain circumstances, become void under the Terms and Conditions
endorsed on the Notes to which this Talon appertains.
|
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
|
|
|
By: _________________ By: _________________
Authorised
Signatory Authorised
Signatory
|
|
|
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED]
[TOYOTA
MOTOR CREDIT CORPORATION]
|
|
|
By: _________________
Authorised
Signatory
|
(Reverse
of Talon)
AGENT
The
Bank
of New York
One
Canada Square
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
PAYING
AGENT
The
Bank
of New York (Luxembourg) S.A.
Xxxxxxxx
Xxxxxx
0X,
Xxxxxxxxx
X-0000
Xxxxxxxxxxxxx
Xxxxxxxxxx
and/or
such other or further Agent and other or further Paying Agents and/or specified
offices as may from time to time be duly appointed by the Issuer and notice
of
which has been given to the Noteholders.
APPENDIX C
FORM
OF CALCULATION AGENCY AGREEMENT
Dated
____________, 20__
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]
[TOYOTA
MOTOR CREDIT CORPORATION]
and
[INSERT
NAME OF CALCULATION AGENT]
€40,000,000,000
EURO
MEDIUM TERM NOTE PROGRAMME
CALCULATION
AGENCY AGREEMENT
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]
[TOYOTA
MOTOR CREDIT CORPORATION]
€40,000,000,000
EURO
MEDIUM TERM NOTE PROGRAMME
CALCULATION
AGENCY AGREEMENT
THIS
AGREEMENT is made on __________, 20__
BETWEEN:
|
(1)
|
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V. of Atrium, Strawinskylaan 3105,
1077 ZX Amsterdam, The Netherlands (the
Issuer);]
|
[TOYOTA
CREDIT CANADA INC. of 00 Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X
0X0, Xxxxxx (the Issuer);]
[TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) of
Xxxxx 0, 000 Xxxxxxx Xxxxxxx, Xx Xxxxxxxx, XXX 0000, Xxxxxxxxx (the
Issuer);]
[TOYOTA
MOTOR CREDIT CORPORATION of 00000 Xxxxx Xxxxxxx Xxxxxx, XX00, Xxxxxxxx,
Xxxxxxxxxx 00000, U.S.A (the Issuer);] and
|
(2)
|
[name
of calculation agent] of [·]
(the
Calculation Agent, which expression shall include its
successor or successors for the time being as calculation agent
hereunder).
|
WHEREAS:
|
A.
|
The
Issuer has entered into the Amended and Restated Programme Agreement
dated
28 September 2007 (the Programme Agreement) with Xxxxxxx
Xxxxx International, Barclays Bank plc, BNP Paribas, Canadian Imperial
Bank of Commerce, London Branch, Citigroup Global Markets Limited,
Credit
Suisse Securities (Europe) Limited, Daiwa Securities SMBC Europe
Limited,
Deutsche Bank AG, London branch, Dresdner Bank Aktiengesellschaft,
Xxxxxxx
Sachs International, HSBC Bank plc, X.X. Xxxxxx Securities Ltd.,
Mitsubishi UFJ Securities International plc, Mizuho International
plc,
Xxxxxx Xxxxxxx & Co. International plc, Nomura International plc,
Royal Bank of Canada Europe Limited, The Toronto-Dominion Bank and
UBS
Limited, under which the Issuer, inter alia, may issue Euro
Medium Term Notes (Notes) with an aggregate nominal
amount of up to €40,000,000,000 (or its equivalent in other currencies)
outstanding at any time (including Euro Medium Term Notes issued
previously under the Euro Medium Term Note Programme provided for
by the
Programme Agreement and Euro Medium Term Notes issued prior to 28
September 2007 by Toyota Motor Credit Corporation under its
U.S.$30,000,000,000 Euro Medium-Term Note Program last updated on
28
September 2006 which remain
outstanding).
|
|
B.
|
The
Notes will be issued subject to, and with the benefit of, the Agency
Agreement dated 28 September 2007 (the Agency Agreement)
between, inter alia, the Issuer, The Bank of New York (the
Agent, which expression shall include its successor
or
successors for the time being under the Agency Agreement) and The
Bank of
New York (Luxembourg) S.A. (together with the Agent, the Paying
Agents, which expression shall include any additional or
successor paying agent appointed under the Agency Agreement and
Paying Agent shall mean any of the Paying
Agents).
|
NOW
IT IS HEREBY AGREED that:
(1) APPOINTMENT
OF THE CALCULATION AGENT
The
Issuer hereby appoints [name of calculation agent] as Calculation Agent in
respect of the Notes listed in the Schedule hereto which are for the time being
outstanding (the Relevant Notes) for the purposes set out in
Clause 2 below, all upon terms and conditions hereinafter
mentioned. The agreement of the parties that this Agreement is to
apply to each Series of Relevant Notes shall be evidenced by the manuscript
annotation and signature in counterpart of the Schedule.
(2) DUTIES
OF CALCULATION AGENT
The
Calculation Agent shall in relation to each series of Relevant Notes (each
a
Series) perform all the functions and duties imposed on the
Calculation Agent by the terms and conditions of the relevant Series (the
Conditions). Without limiting the foregoing, the Calculation
Agent shall calculate, to the extent applicable, the Rate of Interest, Interest
Amount, Interest Payment Date, principal and all other amounts, rates and dates
which are required to be determined or calculated under the Conditions for
the
Relevant Notes and shall communicate such calculations to the Issuer and the
Agent as soon as practicable after such calculations are determined, but in
any
event, within time periods sufficient to enable the Agent to publish the results
of such determinations in accordance with the terms of the Agency
Agreement. In addition, the Calculation Agent agrees that it will
provide a copy of all calculations made by it which affect the nominal amount
outstanding of any Relevant Notes which are identified on the Schedule as being
New Global Notes to the Agent to the contact details set out in the signature
page hereof.
(3) EXPENSES
Except
as
provided in Clause 4 below, the Calculation Agent shall bear all expenses
incurred by it in connection with its said services.
(4) INDEMNITY
|
|
(a)
|
The
Issuer shall indemnify and keep indemnified the Calculation Agent
against
any losses, liabilities, costs, claims, actions or demands (including,
but
not limited to, all reasonable costs, legal fees, charges and expenses
paid or incurred by the Calculation Agent in disputing or defending
any of
the foregoing) which the Calculation Agent may incur or which may
be made
against it (excluding consequential losses and losses of profit)
as a
result of or in connection with its appointment or the exercise of
its
powers and duties under this Agreement except such as may result
from its
own wilful default, negligence or bad faith or that of its officers,
directors or employees or any of them, or the breach by it of the
terms of
this Agreement.
|
|
|
(b)
|
The
Calculation Agent shall indemnify and keep indemnified the Issuer
against
any losses, liabilities, costs, claims, actions or demands (including,
but
not limited to, all reasonable costs, legal fees, charges and expenses
paid or incurred by the Issuer in disputing or defending any of the
foregoing) which the Issuer may incur or which may be made against
it
(excluding consequential losses and losses of profit) as a result
of or in
connection with the breach by the Calculation Agent of the terms
of this
Agreement or its wilful default, negligence or bad faith or that
of its
officers, directors or employees or any of
them.
|
(5) CONDITIONS
OF APPOINTMENT
|
|
(a)
|
In
acting hereunder in connection with the Relevant Notes, the Calculation
Agent shall act solely as agent of the Issuer and shall not thereby
assume
any obligations towards or relationship of agency or trust for or
with any
of the owners or holders of the Relevant Notes or the receipts or
coupons
(if any) appertaining thereto (the Receipts and the
Coupons,
respectively).
|
|
|
(b)
|
In
relation to each Series, the Calculation Agent shall be obliged to
perform
such duties and only such duties as are herein and in the Conditions
specifically set forth and no implied duties or obligations shall
be read
into this Agreement or the Conditions against the Calculation Agent
other
than the duty to act honestly and in good faith and to exercise the
diligence of a reasonably prudent agent in comparable
circumstances.
|
|
|
(c)
|
The
Calculation Agent may consult with legal and other professional advisers
and the opinion of such advisers shall be full and complete protection
in
respect of any action taken, omitted or suffered hereunder in good
faith
and in accordance with the opinion of such
advisers.
|
|
|
(d)
|
The
Calculation Agent shall be protected and shall incur no liability
for or
in respect of any action taken, omitted or suffered in reliance upon
any
instruction, request or order from the Issuer or the Agent, or any
notice,
resolution, direction, consent, certificate, affidavit, statement,
cable
or other paper or document which it reasonably believes, after making
reasonable investigation of the same, to be genuine and to have been
delivered, signed or sent by the proper party or parties or upon
written
instructions from the Issuer.
|
|
|
(e)
|
The
Calculation Agent, and any of its officers, directors and employees,
may
become the owner of, or acquire any interest in, any Notes, Receipts
or
Coupons (if any) with the same rights that it or he or she would
have if
the Calculation Agent were not appointed hereunder, and may engage
or be
interested in any financial or other transaction with the Issuer
and may
act on, or as depositary, trustee or agent for, any committee or
body of
holders of Notes, Receipts or Coupons (if any) or other obligations
of the
Issuer as freely as if the Calculation Agent were not appointed
hereunder.
|
(6) TERMINATION
OF APPOINTMENT
|
|
(a)
|
The
Issuer may terminate the appointment of the Calculation Agent at
any time
by giving to the Calculation Agent and the Agent at least 90 days’ prior
written notice to that effect, provided that, so long as any of the
Relevant Notes is outstanding, (i) such notice shall not expire less
than
45 days before any date upon which any payment is due in respect
of any
Relevant Notes and (ii) notice shall be given in accordance with
Condition
16 to the holders of the Relevant Notes at least 30 days prior to
any
removal of the Calculation Agent.
|
|
|
(b)
|
Notwithstanding
the provisions of Subclause 6(a) above, if at any time (i) the Calculation
Agent becomes incapable of action, or is adjudged bankrupt or insolvent,
or files a voluntary petition in bankruptcy or makes an assignment
for the
benefit of its creditors or consents to the appointment of an
administrator, liquidator or administrative or other receiver of
all or a
substantial part of its property, or if an administrator, liquidator
or
administrative or other receiver of it or of all or a substantial
part of
its property is appointed, or it admits in writing its inability
to pay or
meet its debts as they may become due or suspends payment thereof
or if
any order of any court is entered approving any petition filed by
or
against it under the provisions of any applicable bankruptcy or insolvency
law or if any public officer takes charge or control of the Calculation
Agent or of its property or affairs for the purpose of rehabilitation,
administration or liquidation or (ii) the Calculation Agent fails
duly to
perform any function or duty imposed on it by the Conditions and
this
Agreement, the Issuer may forthwith without notice terminate the
appointment of the Calculation Agent, in which event notice thereof
shall
be given to the holders of the Relevant Notes in accordance with
Condition
16 of the Relevant Notes as soon as practicable
thereafter.
|
|
|
(c)
|
The
termination of the appointment pursuant to Subclause 6(a) or 6(b)
above of
the Calculation Agent hereunder shall not entitle the Calculation
Agent to
any amount by way of compensation but will be without prejudice to
any
amount then accrued and due.
|
|
|
(d)
|
The
Calculation Agent may resign its appointment hereunder at any time
by
giving to the Issuer and the Agent at least 90 days’ prior written notice
to that effect. Following receipt of a notice of resignation from
the
Calculation Agent, the Issuer shall promptly give notice thereof
to the
holders of the Relevant Notes in accordance with Condition 16 of
the
Relevant Notes.
|
|
|
(e)
|
Notwithstanding
the provisions of Subclauses 6(a), 6(b) and 6(d) above, so long as
any of
the Relevant Notes is outstanding, the termination of the appointment
of
the Calculation Agent (whether by the Issuer or by the resignation
of the
Calculation Agent) shall not be effective unless upon the expiry
of the
relevant notice a successor Calculation Agent has been appointed.
The
Issuer agrees with the Calculation Agent that if, by the day falling
10
days before the expiry of any notice under Clause 6(d), the Issuer
has not
appointed a replacement Calculation Agent, the Calculation Agent
shall be
entitled, on behalf of the Issuer, to appoint as Calculation Agent
in its
place an investment bank which the Issuer shall approve (such approval
not
to be unnecessarily withheld).
|
|
|
(f)
|
Any
successor Calculation Agent appointed hereunder shall execute and
deliver
to its predecessor and the Issuer an instrument accepting appointment
hereunder, and thereupon such successor Calculation Agent, without
further
act, deed or conveyance, shall become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of such
predecessor with like effect as if originally named as the Calculation
Agent hereunder.
|
|
|
(g)
|
If
the appointment of the Calculation Agent hereunder is terminated
(whether
by the Issuer or by the resignation of the Calculation Agent), the
Calculation Agent shall on the date on which such termination takes
effect
deliver to the successor Calculation Agent all records concerning
the
Relevant Notes maintained by it (except such documents and records
as it
is obliged by law or regulation to retain or not to release), but
shall
have no other duties or responsibilities
hereunder.
|
|
|
(h)
|
Any
corporation into which the Calculation Agent for the time being may
be
merged or converted or any corporation with which the Calculation
Agent
may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Calculation Agent shall
be a
party shall, to the extent permitted by applicable law, be the successor
Calculation Agent under this Agreement without the execution or filing
of
any paper or any further act on the part of any of the parties hereto.
Written notice of any such merger, conversion or consolidation shall
forthwith be given to the Issuer and the Agent by the Calculation
Agent.
|
|
|
(i)
|
Upon
the termination of the appointment of the Calculation Agent, the
Issuer
shall use all reasonable endeavours to appoint a further bank or
investment bank as successor Calculation
Agent.
|
(7) NOTICES
Any
notice or communication given hereunder shall be sufficiently given or
served:
|
|
(a)
|
if
delivered in person to the relevant address specified below and,
if so
delivered, shall be deemed to have been delivered at time of receipt;
or
|
|
|
(b)
|
if
sent by facsimile to the relevant number specified below, shall be
deemed
to have been delivered upon transmission provided such transmission
is
confirmed when an acknowledgment of receipt is
received:
|
The
Issuer:
[TOYOTA
MOTOR FINANCE (NETHERLANDS) X.X.
Xxxxxx,
Xxxxxxxxxxxxxx 0000
1077
ZX
Amsterdam
The
Netherlands
Telephone: 31
20 406 4444
Telefax: 31
20 406 4555
Attention: Asako
Sudo]
[TOYOTA
CREDIT CANADA INC.
00
Xxxxx
Xxxxx, Xxxxx 000
Xxxxxxx
Xxxxxxx
X0X 0X0
Xxxxxx
Telephone: 000
000 0000
Telefax: 000
000 0000
Attention: Executive
Vice-President]
[TOYOTA
FINANCE AUSTRALIA LIMITED
Xxxxx
0,
000 Xxxxxxx Xxxxxxx
Xx
Xxxxxxxx
XXX
0000
Xxxxxxxxx
Telephone: 61
2 9430 0000
Telefax: 61
2 9430 0913
Attention: Treasurer]
[TOYOTA
MOTOR CREDIT CORPORATION
00000
Xxxxx Xxxxxxx Xxxxxx XX00
Xxxxxxxx
Xxxxxxxxxx
00000
XXX
Telephone: (000)
000-0000
Telefax: (000)
000-0000
Attention: Group
Vice President, Treasury]
The
Calculation Agent: ________________________
or
to
such other address and/or facsimile number of which notice in writing has been
given to the parties hereto in accordance with the provisions of this Clause
7.
(8) DESCRIPTIVE
HEADINGS
The
descriptive headings in this Agreement are for convenience of reference only
and
shall not define or limit the provisions hereof.
(9) CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT 1999
A
person
who is not a party to this Agreement has no right by virtue of the Contracts
(Rights of Third Parties) Xxx 0000 to enforce any term of this Agreement, but
this does not affect any right or remedy of a third party which exists or is
available apart from that Act.
(10) COUNTERPARTS
This
Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute one instrument.
(11) GOVERNING
LAW
|
|
(1)
|
This
Agreement is governed by, and shall be construed in accordance with,
the
laws of England.
|
|
|
(2)
|
The
Issuer hereby irrevocably agrees for the exclusive benefit of the
Calculation Agent that the courts of England are to have jurisdiction
to
settle any disputes which may arise out of or in connection with
this
Agreement and that accordingly any suit, action or proceedings (together
referred to as Proceedings) arising out of or in
connection with this Agreement may be brought in such
courts. The Issuer hereby irrevocably waives any objection
which it may have to the laying of the venue of any Proceedings in
any
such courts and any claim that any such Proceedings have been brought
in
an inconvenient forum and hereby further irrevocably agrees that
a
judgment in any Proceedings brought in the English courts shall be
conclusive and binding upon the Issuer and may be enforced in the
courts
of any other jurisdiction. Nothing contained herein shall limit
any right to take Proceedings against the Issuer in any other court
of
competent jurisdiction, nor shall the taking of Proceedings in one
or more
jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not. The Issuer hereby
appoints Toyota Financial Services (UK) PLC of Xxxxx Xxxxx, Xxxxx
Xxxxx,
Xxxxx, Xxxxxx XX00 0XX as its agent for service of process and agrees
that, in the event of Toyota Financial Services (UK) PLC ceasing
so to act
or ceasing to be registered in England, it will appoint another person
as
its agent for service of process in England in respect of any
Proceedings.
|
IN
WITNESS WHEREOF, this Agreement has been entered into as of the day and year
first above written.
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.
By:
________________________]
[TOYOTA
CREDIT CANADA INC.
By:
________________________]
[TOYOTA
FINANCE AUSTRALIA LIMITED
By:
________________________]
[TOYOTA
MOTOR CREDIT CORPORATION
By:
________________________]
[NAME
OF CALCULATION AGENT]
By:
________________________
SCHEDULE
OF RELEVANT NOTES
|
Series
Number
|
Issue
Date
|
Maturity
Date
|
Title
and Nominal Amount
|
New
Global Note
[Yes/No]
|
Annotation
by Calculation Agent/the Issuer
|
APPENDIX D
FORM
OF OPERATING AND ADMINISTRATIVE
PROCEDURES
MEMORANDUM
The
aggregate nominal amount of all euro medium term notes (Notes)
issued by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc.,
Toyota Finance Australia Limited and Toyota Motor Credit Corporation outstanding
at any time (including Notes issued previously under the Programme and Notes
issued prior to 28 September 2007 by TMCC under its U.S.$30,000,000,000 Euro
Medium-Term Note Program last updated on 28 September 2006 which remain
outstanding) will not exceed €40,000,000,000 or its equivalent in other
currencies.
The
documentation of the Programme provides for the issue of Notes denominated
in
such currency (subject to any legal or regulatory restrictions) as may be agreed
between the Issuer (as defined below) and the relevant Purchaser(s) and with
a
minimum maturity of one month (subject to certain restrictions as to minimum
and/or maximum maturities as set out in the Offering Circular (as defined below)
describing the Programme) and being any of:
|
●
|
Fixed
Rates Notes
|
|
●
|
Floating
Rate Notes
|
|
●
|
Zero
Coupon Notes
|
|
●
|
Dual
Currency Notes
|
|
●
|
Index
Linked Notes
|
|
●
|
Range
Accrual Notes
|
|
●
|
Instalment
Notes
|
|
●
|
Partly
Paid Notes
|
|
●
|
other
forms of Notes agreed between the relevant Purchaser(s) and the relevant
Issuer.
|
All
terms
with initial capitals used herein without definition shall have the meanings
given to them in the Offering Circular dated 28 September 2007 as supplemented
or replaced from time to time (the Offering Circular) or, as
the case may be, in the Programme Agreement dated 28 September 2007 between
Toyota Motor Finance (Netherlands) B.V. (TMF), Toyota Credit
Canada Inc. (TCCI), Toyota Finance Australia Limited
(TFA) and Toyota Motor Credit Corporation
(TMCC and together with TMF, TCCI and TFA, the
Issuers) and the Dealers named therein as amended,
supplemented, novated or restated from time to time (the Programme
Agreement) pursuant to which the Issuers may issue
Notes. References herein to Issuer are to TMF, TCCI,
TFA or TMCC, as the case may be, in its capacity as Issuer of
Notes.
As
used
herein in relation to any Notes which are to have a “listing” or to be “listed”
(i) on the London Stock Exchange, listing and
listed shall be construed to mean that such Notes
have been
admitted to the Official List in accordance with the listing rules of the UK
Listing Authority and admitted to trading on the London Stock Exchange’s Gilt
Edged and Fixed Interest Market and (ii) on any other Stock Exchange within
the
European Economic Area, listing and listed
shall be construed to mean that the Notes have been admitted to trading on
a
market within that jurisdiction which is a regulated market for the purposes
of
the Investment Services Directive (Directive 93/22/EEC).
This
Operating and Administrative Procedures Memorandum applies to Notes issued
on
and after 28 September 2007. The procedures set out in Annex 1 may be
varied by agreement between the Issuer, the Agent and the relevant Purchaser,
including to take account of any standardised procedures published by Euroclear
and/or Clearstream, Luxembourg (together, the ICSDs) and/or the
International Capital Markets Securities Association (ICMSA) and/or the
International Capital Market Association (ICMA). The timings set out
in these procedures represent optimum timings to ensure a smooth settlement
process. Each of the ICSDs has its own published deadlines for taking
certain of the actions described herein (which may be later than the timings
described herein). The Issuer, the Agent, the relevant Purchaser, and
the common depositary, or common service provider and common safekeeper, as
the
case may be, may agree to vary the timings described herein subject to
compliance with such deadlines.
OPERATING
PROCEDURES
Purchasers
must confirm all trades directly with the Issuer and the Agent.
1. RESPONSIBILITIES
OF THE AGENT
The
Agent
will, in addition to the responsibilities in relation to settlement described
in
Annex A, be responsible for the following:
|
|
(1)
|
in
the case of Notes which are to be listed on a stock exchange (the
relevant Stock Exchange), distributing to the relevant
Stock Exchange and any other relevant authority such number of copies
of
the Final Terms as they may reasonably require;
and
|
|
|
(2)
|
where
applicable, providing the Ministry of Finance of Japan with all required
notifications and reports (including any monthly reports as to amounts,
issue dates and other terms of each Tranche of Yen-denominated
Notes).
|
|
2.
|
RESPONSIBILITIES
OF THE LISTING AGENT/ARRANGER/LEAD MANAGER/
DEALER
|
|
|
(1)
|
The
Lead Manager/Dealer/other Purchaser shall be responsible for preparing
the
applicable Final Terms (substantially in the form of either Part
A or Part
B of Annex B hereto) to the Prospectus giving details of the Notes
to be
issued.
|
|
|
(2)
|
In
the case of Notes to be listed on a relevant Stock Exchange, the
Listing
Agent/Arranger or Lead Manager will be responsible for ensuring compliance
with the Prospectus Rules (if applicable) and the Listing Rules and
obtaining all necessary approvals for listing the Notes on the relevant
Stock Exchange. The Issuer recognises with respect to this
Clause 2(2) its continuing obligation so long as any Notes under
the
Programme are outstanding to apprise the applicable Dealers of any
material adverse change in its (consolidated, if applicable) financial
position or its business
operations.
|
3. RESPONSIBILITIES
OF THE ISSUER
The
Issuer shall execute and deliver the Final Terms to the Agent and the Lead
Manager/Dealer/other Purchaser.
4. SETTLEMENT
The
settlement procedures set out in Annex A shall apply to each issue of Bearer
Notes, unless otherwise agreed between the Issuer and the relevant Dealer or
Dealers; with issues of Dual Currency Notes, Index Linked Notes or Partly Paid
Notes more time may be felt to be required to settle documentation which is
not
specifically included in the Agency Agreement.
Settlement
procedures for an issue of Registered Notes are set out in the Note Agency
Agreement.
Trading
Desk Information list is set out in Annex E.
ANNEX
A TO APPENDIX D
SETTLEMENT
PROCEDURES
Times
set out below are London times and represent the latest time for taking the
action concerned. It is recommended that where possible the action concerned
is
taken in advance of these times.
|
Day
|
Latest
time
|
Action
|
|
No
later than Issue Date
minus
2
|
5:00
p.m.
|
The
Issuer or its designated agent may agree to terms with one or more
of the
Purchasers for the issue and purchase of Notes. The relevant
Purchaser instructs the Agent to obtain a common code and ISIN or,
if
relevant, a temporary common code and ISIN for the Notes from one
of the
ICSDs.
|
|
Issue
Date minus 2
|
5:00
p.m.
|
If
a Purchaser has reached agreement with the Issuer by telephone, the
Purchaser confirms the terms of the agreement to the Issuer (substantially
in the form of Annex C) attaching a copy of the applicable Final
Terms
(substantially in the form set out in Annex B) by electronic
communication. The Purchaser sends a copy of that electronic
communication to the Agent for communication.
|
|
The
Issuer confirms its agreement to the terms on which the issue of
Notes is
to be made (including the form of the Final Terms) by signing and
returning a copy of the Final Terms to the relevant Purchaser and
the
Agent. The details set out in the signed Final Terms shall be
conclusive evidence of the agreement (save in the case of manifest
error)
and shall be binding on the parties accordingly. The Issuer
also confirms its instructions to the Agent (substantially in the
form set
out in Annex D) (including, in the case of Floating Rate Notes, for
the
purposes of rate fixing) to carry out the duties to be carried out
by the
Agent under these Settlement Procedures and the Agency Agreement
including
preparing and authenticating either (a) a Temporary Global Note for
the
Tranche of Notes which is to be purchased and, in the case of the
first
Tranche of a Series, where the applicable Final Terms do not specify
that
the Temporary Global Note is to be exchangeable only for Notes in
definitive form, a Permanent Global Note for the Series; or (b) if
so
specified in the applicable Final Terms, a Permanent Global Note,
in each
case giving details of the Notes.
|
||
|
In
the case of Floating Rate Notes, the Agent notifies the ICSDs, the
Issuer,
(if applicable) the relevant Stock Exchange and any other relevant
authority and the relevant Purchaser of the Rate of Interest for
the first
Interest Period (if already determined). Where the Rate of
Interest has not yet been determined, this will be notified in accordance
with this paragraph as soon as it has been determined.
|
||
|
If
the Issuer has agreed with two or more Purchasers to issue Notes
on a
syndicated basis, it is to enter into an agreement with such Purchasers
in
the form or substantially the form set out in Appendix 5 to the Programme
Agreement.
|
||
|
No
later than Issue Date
minus
1
|
2:00
p.m.
|
In
the case of Notes which are to be listed on a Stock Exchange or publicly
offered in a European Economic Area Member State, the Agent also
notifies
the Stock Exchange and/or any other relevant authority, as the case
may
be, by electronic communication or by hand of the details of the
Notes to
be issued by sending the applicable Final Terms to the Stock Exchange
and/or any other relevant authority, as the case may
be.
|
|
Issue
Date minus 1
|
10:00
a.m. (for prior day currencies1)
|
The
relevant Purchaser and the Agent give settlement instructions to
the
relevant ICSD(s) to effect the payment of the purchase price, against
delivery of the Notes, to the Agent’s account with the relevant ICSD(s) on
the Issue Date.
|
|
12.00
noon (for other currencies)
|
The
parties (which for this purpose shall include the Agent) may agree
to
arrange for “free delivery” to be made through the relevant ICSD(s) if
specified in the applicable Final Terms, in which case these Settlement
Procedures will be amended accordingly.
|
|
|
Issue
Date minus 1
|
ICSD
deadlines for the relevant currency
|
For
prior day currencies, the Agent instructs the relevant ICSD(s) to
debit
its account and pay for value on the Issue Date the aggregate purchase
monies received by it to the account of the Issuer previously notified
to
the Agent for the purpose.
|
|
Issue
Date minus 1
|
3.00
p.m.
|
The
Agent prepares and authenticates a Global Note for each Tranche of
Notes
which is to be purchased and, where required as specified above,
a
Permanent Global Note in respect of the relevant Series, in each
case
attaching the applicable Final Terms.
|
|
Each
Global Note which is a CGN is then delivered by the Agent to the
Common
Depositary. Each Global Note which is a New Global Note is then
delivered by the Agent to the common safekeeper, together (if applicable)
with an effectuation instruction. In the event that the common
service provider and the common safekeeper are not the same entity,
the
Agent should also deliver the applicable Final Terms to the common
service
provider.
|
||
|
For
securities in New Global Note form, the Agent then instructs the
xxxx up
of the issue outstanding amount of the Global Note to the ICSDs through
the common service provider.
|
||
|
Issue
Date minus 1
|
5.00
p.m.
|
The
conditions of issue in the Programme Agreement are satisfied and/or
waived.
|
|
In
the case of each Global Note which is a New Global Note, the common
safekeeper confirms deposit and effectuation (if applicable)2 of the Global Note to
the Agent, the
common service provider and the ICSDs.
|
||
|
Issue
Date minus 1
|
6.00
p.m.
|
In
the case of each Global Note which is a CGN, the Common Depositary
confirms deposit of the Global Note to the Agent and the
ICSDs.
|
|
In
the case of each Global Note which is a New Global Note, the common
service provider relays the Agent’s instruction to xxxx up the issue
outstanding amount of the Global Note to the ICSDs.
|
||
|
Issue
Date
|
According
to ICSD settlement procedures
|
The
ICSDs debit and credit accounts in accordance with instructions received
from the Agent and the relevant Purchaser.
|
|
Issue
Date
|
ICSD
deadlines for the relevant currency
|
For
non-prior day currencies, the Agent instructs the relevant ICSD(s)
to
debit its account and pay for value on the Issue Date the aggregate
purchase moneys received by it to the account of the Issuer previously
notified to the Agent for the purpose.
|
|
Issue
Date
|
5.00
p.m.
|
The
Agent forwards a copy of the signed Final Terms to each
ICSD.
|
|
On
or subsequent to
the
Issue Date
|
The
Agent notifies the Issuer immediately in the event that a Purchaser
does
not pay the purchase price due from it in respect of a
Note.
|
|
|
The
Agent notifies the Issuer of the issue of Notes giving details of
the
Global Note(s) and the nominal amount represented
thereby.
|
||
|
The
Agent confirms the issue of Notes to the relevant Stock Exchange
and any
other relevant authority.
|
||
|
The
relevant Purchaser promptly notifies the Agent that the distribution
of
the Notes purchased by it has been completed. The Agent
promptly notifies the Issuer, the relevant Purchaser and the ICSDs
of the
Exchange Date with respect to the relevant Tranche of
Notes.
|
|
****
|
In
the case of a syndicated Note issue, certain of the Settlement
Procedures
set forth below will be revised as
appropriate.
|
1The
most common
prior day currencies are Australian dollars (AUD), Hong Kong dollars (HKD),
Japanese yen (JPY) and New Zealand dollars (NZD) but other currencies in
similar
time zones may also be prior day currencies. The parties should
establish whether or not a particular currency is a prior day currency as
soon
as possible.
2This
assumes that an
effectuation authorisation has been delivered by the Issuer to the common
safekeeper (i.e. Euroclear or Clearstream, Luxembourg) at the update of
the
programme. If this is not the case, such an authorisation should be
delivered at least 2 business days prior to the closing of the first issue
of
Eurosystem-eligible New Global Notes under the
Programme.
Explanatory
Notes to Settlement Procedures
|
(a)
|
Each
Day is a day on which banks and foreign exchange markets
are open for general business in London (including dealings in foreign
exchange and foreign currency deposits), counted in reverse order
from the
proposed Issue Date.
|
|
(b)
|
The
Issue Date must be a Business Day. For the
purposes of this Memorandum, Business Day means a day
which is:
|
|
|
(1)
|
a
day on which commercial banks and foreign exchange markets settle
payments
and are open for general business (including dealings in foreign
exchange
and foreign currency deposits) in London and any other place specified
in
the applicable Final Terms as an Applicable Business
Centre;
|
|
|
(2)
|
either
(i) in relation to Notes denominated in a Specified Currency other
than
euro, a day on which commercial banks and foreign exchange markets
settle
payments and are open for general business (including dealings in
foreign
exchange and foreign currency deposits) in the principal financial
centre
of the country of the relevant Specified Currency (if other than
London
and any other Applicable Business Centre specified in the applicable
Final
Terms); or (ii) in relation to Notes denominated in euro, a day on
which
the TARGET system is open. Unless provided otherwise in the
applicable Final Terms, the principal financial centre of any country
shall be as provided in the ISDA Definitions (except in the case
of
Australia and New Zealand, where the principal financial centre will
be
Sydney or Auckland, respectively);
and
|
|
|
(3)
|
a
day on which the ICSDs and any other relevant clearing system is
open for
general business.
|
|
(c)
|
Times
given can be modified upon the mutual agreement of the Purchaser,
the
Agent and the Issuer.
|
|
(d)
|
If
at any time the Agent is notified by the Issuer or the relevant Stock
Exchange that the listing of a Series of Notes has been refused or
otherwise will not take place, the Agent shall immediately notify
the
Issuer, the Dealer and all the relevant Purchaser(s) (if not the
Dealer).
|
|
(e)
|
If
any final terms or information to be included in the applicable Final
Terms constitute “significant new factors” and consequently trigger the
need for a supplement to the Offering Circular under Article 16 of
the
Prospectus Directive the timings outlined above will change as the
Final
Terms will need to be approved by the relevant authority as a supplement,
which can take up to seven working
days.
|
|
(f)
|
Where
a clearing system other than Euroclear or Clearstream, Luxembourg
are used
for an issue, references to the ICSDs shall be interpreted
accordingly.
|
ANNEX
B TO APPENDIX D
FORM
OF FINAL TERMS
Part
A
FORM
OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF AT
LEAST €50,000 (OR EQUIVALENT) TO BE ADMITTED TO TRADING ON AN EEA REGULATED
MARKET
Final
Terms
Dated
[ ]
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]
[TOYOTA
MOTOR CREDIT CORPORATION]
Issue
of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under
the €40,000,000,000
Euro
Medium Term Note Programme
PART
A – CONTRACTUAL TERMS
Terms
used herein shall be deemed to be
defined as such for the purposes of the Conditions set forth under “Terms
and Conditions of the Notes” in the Prospectus dated 28th September, 2007
[and the Supplementary Prospectus dated
[ ]](1) which
[together] constitute[s] a base prospectus for the purposes of the Prospectus
Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This
document constitutes the Final Terms of the Notes described herein for the
purposes of Article 5.4 of the Prospectus Directive and must be read in
conjunction with such Prospectus [as so supplemented], including all documents
incorporated by reference therein. Full information on the Issuer and
the offer of the Notes is only available on the basis of the combination of
these Final Terms and the Prospectus [as so supplemented]. The
Prospectus [and the Supplementary Prospectus] [is] [are] available for viewing
and copies may be obtained from the principal office in London, England of
The
Bank of New York, the issuing and principal paying agent for the Notes, at
Xxx
Xxxxxx Xxxxxx, Xxxxxx X00 0XX and at xxx.xxxxxxxxxxxxxxxxxxx.xxx.(2)
[Include
whichever of the following apply or specify as “Not Applicable”. Note that the
numbering should remain as set out below, even if “Not Applicable” is indicated
for individual paragraphs or sub-paragraphs. Italics denote guidance for
completing the Final Terms.]
[When
completing any Final Terms, or adding any other final terms or information,
consideration should be given as to whether such terms or information constitute
“significant new factors” and consequently trigger the need for a supplement to
the Prospectus under Article 16 of the Prospectus Directive.]
|
1.
|
(i)
|
Issuer:
|
[ ]
(the “Issuer”)
|
||
|
(ii)
|
Credit
Support Providers
|
Toyota
Motor Corporation
Toyota
Financial Services Corporation
|
|||
|
2.
|
[(i)]
|
Series
Number:
|
[ ]
|
||
|
[(ii)]
|
Tranche
Number:
|
[Delete
if not applicable]
|
|||
|
(If
fungible with an existing Series, details of that Series, including
the
date on which the Notes become fungible)
|
|||||
|
3.
|
Specified
Currency (or Currencies in the case of Dual Currency
Notes):
|
[ ]
|
|||
|
4.
|
Aggregate
Nominal Amount of Notes:
|
[ ]
|
|||
|
[(i)]
|
Series:
|
[ ]
[Delete if not applicable]
|
|||
|
[(ii)]
|
Tranche:
|
[ ]
[Delete if not applicable]
|
|||
|
5.
|
Issue
Price :
|
[ ]
per cent. of the Aggregate Nominal Amount of Notes [plus accrued
interest
from [insert date] (in the case of fungible issues
only, if applicable)]
|
|||
|
6.
|
(i)
|
Specified
Denominations:
|
[ ]
(3)
[ ]
|
||
|
(If
the specified denomination is expressed to be €50,000 or its equivalent
and multiples of a lower nominal amount (e.g. €1,000) insert the following
sample wording:
|
|||||
|
“€50,000
and integral multiples of [€1,000] in excess thereof up to and including
[€99,000]. No Notes in definitive form will be issued with a
denomination above [€99,000].”)
N.B.
Notes with “€50,000 + €1,000” denominations cannot be issued by
TMCC.
|
|||||
|
(N.B.
If an issue of Notes is: (i) NOT admitted to trading on an European
Economic Area exchange; and (ii) only offered in the EEA in circumstances
where a prospectus is not required to be published under the Prospectus
Directive the €50,000 minimum denomination is not
required.)
|
|||||
|
(N.B. With
respect to Notes with maturities at issuance of 183 days or
less: if relying on United States Treasury Regulation section
1.6049-5(b)(10) to avoid withholding tax and reporting requirements,
the
face amount or principal amount must be the equivalent to or greater
than
U.S.$500,000, as determined on the spot rate on the date of
issuance.)
|
|||||
|
(ii)
|
Calculation
Amount:
|
[ ]
|
|||
|
(If
there is only one Specified Denomination, insert the Specified
Denomination.
|
|||||
|
If
there is more than one Specified Denomination (e.g. Specified
Denominations of €50,000 and multiples of €1,000),
insert the highest common factor of those Specified Denominations.
N.B.
there must be a common factor in the case of two or more Specified
Denominations)
N.B.
Notes with “€50,000 + €1,000” denominations cannot be issued by
TMCC
|
|||||
|
7.
|
(i)
|
Issue
Date:
|
[ ]
|
||
|
(ii)
|
Interest
Commencement Date:
|
[Specify:
Issue Date/Not Applicable]
|
|||
|
8.
|
Maturity
Date:
|
[Specify
date or (for Floating Rate Notes) Interest Payment Date falling in
or nearest to the relevant month and year]
|
|||
|
9.
|
Interest
Basis
|
[[ ]
per cent. Fixed Rate]
[[Specify
reference rate]
+/– [ ]
per cent. Floating Rate]
[Zero
Coupon]
[Index
Linked Interest]
[Range
Accrual Interest]
[Dual
Currency Interest]
[Other
(specify)]
(further
particulars specified below)
|
|||
|
10.
|
Redemption/Payment
Basis:
(4)
|
[Redemption
at par]
[Index
Linked Redemption]
[Dual
Currency]
[Partly
Paid]
[Instalment]
[Other
(specify)]
|
|||
|
11.
|
Change
of Interest Basis or Redemption/Payment Basis
|
[Specify
details of any provision for convertibility of Notes
into another Interest Basis or Redemption/Payment
Basis]
|
|||
|
12.
|
Investor
Put/Issuer Call Options:
|
[Investor
Put Option]
[Issuer
Call Option]
[(further
particulars specified below)]
[Not
Applicable]
|
|||
|
13.
|
(i)
|
Status
of the Notes:
|
Senior
|
||
|
(ii)
|
Nature
of the Credit Support:
|
See
“Relationship of TFS and the Issuers with the Parent” in the
Prospectus dated 28th September, 2007
|
|||
|
(iii)
|
[Date
[Board] approval for issuance of Notes obtained:]
|
[See “General
Information—Authorisation” section of the Prospectus dated
28th September, 2007 for the relevant board approval dates for
the Programme]
|
|||
|
(Where
Board (or similar) authorisation is required for the particular tranche
of
Notes or related Credit Support)
[ ] [and
[ ],
respectively]
|
|||||
|
14.
|
Method
of distribution:
|
[Syndicated/Non-syndicated]
|
|||
|
PROVISIONS
RELATING TO INTEREST (IF ANY) PAYABLE
|
|||||
|
15.
|
Fixed
Rate Note Provisions
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Fixed
Rate[(s)] of Interest:
|
[ ]
per cent. per annum [payable
[annually/semi-annually/quarterly/monthly/other (specify)] in
arrear on each Interest Payment Date]
|
|||
|
(ii)
|
Interest
Payment Date(s):
|
[ ]
in each year, commencing on
[ ], to and
[ ] [adjusted in
accordance with [specify Business Day Convention and any Applicable
Business Centre(s) for the definition of “Business
Day”]/not adjusted]
|
|||
|
(iii)
|
Fixed
Coupon Amount[(s)]:
(Applicable
to Notes in definitive form or “Uridashi
Notes”)
|
[ ]
per Calculation Amount payable
[annually/semi-annually/quarterly/monthly]
[N.B.
If Uridashi Notes specify “This Fixed Coupon Amount applies if
the Fixed Rate Notes are represented by a global Note or are in
definitive form”]
|
|||
|
(iv)
|
Broken
Amount(s):
(Applicable
to Notes in definitive form or “Uridashi
Notes”)
|
[ ]
per Calculation Amount payable on the Interest Payment Date
falling [in/on]
[ ]
[Insert
particulars of any initial or final broken interest amounts which
do not correspond with the Fixed Coupon Amount[(s)]
[N.B.
If Uridashi Notes specify “This Broken Amount applies if the
Fixed Rate Notes are represented by a global Note or are in definitive
form”]
|
|||
|
(v)
|
Fixed
Day Count Fraction:
|
[30/360]
or [Actual/Actual (ICMA/ISDA)] or [Actual/360] or [30E/360] or [Eurobond
Basis] or [other (specify)]
|
|||
|
(vi)
|
Determination
Date(s):
|
[ ]
in each year (insert regular interest payment dates, ignoring issue
date or maturity date in the case of a long or short first or
last coupon. (N.B. This will need to be amended in the case of regular
interest periods which are not of equal duration.) N.B. Only
relevant where the Fixed Day Count Fraction is Actual/Actual
(ICMA))
[Not
Applicable]
|
|||
|
(vii)
|
Other
terms relating to the method of calculating interest for Fixed Rate
Notes:
|
[Not
Applicable/give details]
|
|||
|
16.
|
Floating
Rate Note Provisions
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Specified
Period(s):
|
[ ]
|
|||
|
(ii)
|
Specified
Interest Payment Dates:
|
[ ]
|
|||
|
(iii)
|
First
Interest Payment Date:
|
[ ]
|
|||
|
(iv)
|
Business
Day Convention:
|
[Floating
Rate Convention/Following Business
Day
Convention/Modified Following Business
Day
Convention/Preceding Business Day
Convention/other
(give details)]
|
|||
|
(v)
|
Applicable
Business Centre(s) for purposes of “Business Day”
definition:
|
[London/specify
others]
|
|||
|
(vi)
|
Manner
in which the Rate(s) of Interest and Interest Amount(s) is/are to
be
determined:
|
[Screen
Rate Determination/ISDA Determination/other (give details
– e.g. Range Accrual Notes)]
|
|||
|
(vii)
|
Party
responsible for calculating the Rate(s) of Interest and Interest
Amount(s)
(if not the Agent):
|
[ ]
|
|||
|
(viii)
|
Screen
Rate Determination:
|
||||
|
-
Reference Rate:
|
[ ]
(Either
LIBOR, EURIBOR or other, although additional information may be required
if other – including any amendment to fallback
provisions in Condition 4(b)(iv))
|
||||
|
-
Interest Determination Date(s):
|
[Same
as Condition 4(b)(iv)(F)/specify other]
|
||||
|
-
Relevant Screen Page:
|
[ ]
|
||||
|
(In
the case of EURIBOR, if not Reuters Page EURIBOR01, ensure it is
a page
which shows a composite rate)
|
|||||
|
(ix)
|
ISDA
Determination:
|
||||
|
-
Floating Rate Option:
|
[ ]
|
||||
|
-
Designated Maturity:
|
[ ]
|
||||
|
-
Reset Date:
|
[ ]
|
||||
|
(x)
|
Margin(s):
|
[+/-][ ]
per cent. per annum
|
|||
|
(xi)
|
Minimum
Rate of Interest:
|
[ ]
per cent. per annum
|
|||
|
(xii)
|
Maximum
Rate of Interest
|
[ ]
per cent. per annum
|
|||
|
(xiii)
|
Day
Count Fraction:
|
[Actual/365
Actual
365 (Fixed)
Actual/365
(Sterling)
Actual/360
30/360,
360/360, Bond Basis
30E/360
Other]
(See
Condition 4(b)(vi) for alternatives)
|
|||
|
(xiv)
|
Fall
back provisions, rounding provisions, and any other terms relating
to the
method of calculating interest on Floating Rate Notes, including
if
different from those set out in the Conditions:
|
[ ]
(Give
details. For example, if the Interest Period(s) shall be
adjusted/unadjusted)
[N.B.
If Uridashi Notes or if calculation on a “per
denomination” basis is required for other reasons, specify
“While the Floating Rate Notes are represented by a global
Note,
for each relevant Interest Period, apply the Rate of Interest to
the
Calculation Amount pursuant to Condition
4(b)(vi)(C)”]
|
|||
|
17.
|
Zero
Coupon Note Provisions
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Accrual
Yield:
|
[ ]
per cent. per annum
|
|||
|
(ii)
|
Reference
Price:
|
[ ]
|
|||
|
(iii)
|
Any
other formula/basis of determining amount payable:
|
[ ]
|
|||
|
(iv)
|
Business
Day Convention:
|
[Following
Business Day Convention/ Modified Following Business Day
Convention/specify other]
|
|||
|
(v)
|
Applicable
Business Centres for purposes of “Business Day”
Definition:
|
[London/specify
others]
|
|||
|
(vi)
|
Party
responsible for calculating the amount due (if not the
Agent):
|
[ ]
|
|||
|
18.
|
Index
Linked Interest Note/other variable-linked interest Note
Provisions(4)
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Index/Formula/other
variable:
|
[give
or annex details]
|
|||
|
(ii)
|
Party
responsible for calculating the principal and/or interest
due (if not the Agent):
|
[ ]
|
|||
|
(iii)
|
Provisions
for determining Coupon where calculated by reference to Index and/or
Formula and/or other variable:
|
[ ]
|
|||
|
(iv)
|
Interest
Determination Date(s):
|
[ ]
|
|||
|
(v)
|
Provisions
for determining Coupon where calculation by reference to Index and/or
Formula and/or other variable is impossible or impracticable or otherwise
disrupted:
|
[Include
a description of market disruption or settlement disruption events
and
adjustment provisions, if applicable]
|
|||
|
(vi)
|
Interest
Period(s) or other calculation period(s):
|
[ ]
[N.B.
If Uridashi Notes specify “While the Floating Rate Notes are
represented by a global Note, for each relevant Interest Period,
apply the
Rate of Interest to the Calculation Amount pursuant to Condition
4(b)(vi)(C)”]
|
|||
|
(vii)
|
Determination
Date(s):
|
[give
or annex details]
|
|||
|
(viii)
|
Business
Day Convention:
|
[Floating
Rate Convention/Following Business Day Convention/Modified Following
Business Day Convention/Preceding Business Day Convention/other (give
details)]
|
|||
|
(ix)
|
Applicable
Business Centre(s) for purposes of “Business Day”
Definition
|
[London/specify
others]
|
|||
|
(x)
|
Minimum
Rate of Interest/ Interest Amount:
|
[ ]
per cent. per annum
|
|||
|
(xi)
|
Maximum
Rate of Interest/ Interest Amount:
|
[ ]
per cent. per annum
|
|||
|
(xii)
|
Day
Count Fraction:
|
[ ]
|
|||
|
19.
|
Dual
Currency Note Provisions(4)
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Rate
of Exchange/method of calculating Rate of Exchange:
|
[give
or annex details]
|
|||
|
(ii)
|
Party,
if any, responsible for calculating the principal and/or interest
due (if
not the Agent):
|
[ ]
|
|||
|
(iii)
|
Provisions
applicable where calculation by reference to Rate of Exchange is
impossible or impracticable:
|
[ ]
|
|||
|
(iv)
|
Person
at whose option Specified Currency(ies) is/are payable:
|
[ ]
|
|||
|
(v)
|
Determination
Date(s):
|
[give
or annex details]
|
|||
|
PROVISIONS
RELATING TO REDEMPTION
|
|||||
|
20.
|
Issuer
Call Option
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Optional
Redemption Date(s):
|
[ ]
|
|||
|
(ii)
|
Optional
Redemption Amount(s) of each Note and method, if any, of calculation
of
such amount(s):
|
[ ]
per Calculation Amount
|
|||
|
(iii)
|
If
redeemable in part:
|
||||
|
(a)Minimum
Redemption Amount:
|
[ ]
per Calculation Amount
|
||||
|
(b)Maximum
Redemption Amount:
|
[ ]
per Calculation Amount
|
||||
|
(iv)
|
The
applicable period of notice to Noteholders (if different from
that set out in the Conditions):(5)
|
[Same
as Condition 6(d)/specify other]
|
|||
|
(v)
|
The
applicable period of notice to the Agent (if different from
that set out in the Conditions):(5)
|
[Same
as Condition 6(d)/specify other]
|
|||
|
21.
|
Investor
Put Option
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Optional
Redemption Date(s):
|
[ ]
|
|||
|
(ii)
|
Optional
Redemption Amount(s) of each Note and method, if any, of calculation
of
such amount(s):
|
[ ]
per Calculation Amount
|
|||
|
(iii)
|
Notice
period (if other than as set out in the Conditions):
(5)
|
[Same
as Condition 6(e)/specify other]
|
|||
|
(iv)
|
Other
details:
|
[ ]
|
|||
|
22.
|
Final
Redemption Amount of each Note
(4)
|
[ ]
per Calculation Amount/[other (give details)/see
Appendix]/[Par]
|
|||
|
In
cases where the Final Redemption Amount is Index Linked or other
variable-linked:
|
[Applicable/Not
Applicable]
(If
not Index Linked or other variable-linked, delete the remaining
sub-paragraphs of this paragraph)
|
||||
|
(i)
|
Index/Formula/variable:
|
[give
or annex details]
|
|||
|
(ii)
|
Party,
if any, responsible for calculating the Final Redemption Amount (if
not
the Agent):
|
[ ]
|
|||
|
(iii)
|
Provisions
for determining the Final Redemption Amount where calculated by reference
to Index and/or Formula and/or other variable:
|
[ ]
|
|||
|
(iv)
|
Determination
Date(s):
|
[ ]
|
|||
|
(v)
|
Provisions
for determining Final Redemption Amount where calculation by reference
to
Index and/or Formula and/or other variable is impossible or impracticable
or otherwise disrupted:
|
[ ]
|
|||
|
(vi)
|
Payment
Date:
|
[Include
details if payments are made other than on the Maturity
Date]
|
|||
|
(vii)
|
Minimum
Final Redemption Amount:
|
[ ]
per Calculation Amount
|
|||
|
(viii)
|
Maximum
Final Redemption Amount:
|
[ ]
per Calculation Amount
|
|||
|
23.
|
Early
Redemption Amount:
|
||||
|
Early
Redemption Amount of each Note payable on redemption for taxation
reasons
or on event of default and/or the method of calculating the same
(if
required or if different from that set out in the
Conditions):
|
[ ]
per Calculation Amount/[other (give details)/see
Appendix]/[Par]
|
||||
|
GENERAL
PROVISIONS APPLICABLE TO THE NOTES
|
|||||
|
24.
|
Form
of Notes:
|
Bearer
Notes:
|
|||
|
[A
Temporary Global Note in bearer form without Coupons will be deposited
with a common depositary or, as the case may be, a common safekeeper
for
Clearstream Banking, société anonyme (“Clearstream, Luxembourg”)
and Euroclear Bank S.A./N.V. (“Euroclear”) on or about [the Issue
Date/specify other date]. The Temporary Global Note is
exchangeable for a Permanent Global Note in bearer form not earlier
than
the date that is 40 days following completion of the distribution
of the
Notes and upon certification of non-U.S. beneficial
ownership.]
|
|||||
|
[A
Temporary Global Note exchangeable for security printed definitive
Notes
on and after the Exchange Date.]
|
|||||
|
[A
Permanent Global Note is exchangeable in whole, but not in part,
for
security printed definitive Notes (a) at the request of the relevant
Issuer;] (b) [upon the Noteholders instructing Euroclear, Clearstream,
Luxembourg or any other agreed clearing system in which such Permanent
Global Note is being held to give at least 60 days’ written notice to the
Agent[, subject to the payment of costs in connection with the printing
and distribution of definitive Notes]/[(free of charge)]; and/or
(c)]
(free of charge) upon the occurrence of an Exchange Event (as described
in
“Form of the Notes” in the Prospectus dated 28th September,
2007).]
|
|||||
|
[N.B.
TMF, TCCI and TFA only: in respect of Notes with
“€50,000 + €1,000”
denominations, global Notes can only be exchangeable for
definitive Notes upon an Exchange Event. TMCC cannot issue Notes
with “€50,000 + €1,000” denominations.][A
Permanent Global Note is exchangeable (free of charge) in whole,
but not
in part for security printed definitive Notes only upon the occurrence
of
an Exchange Event (as described in “Form of the Notes” in the
Prospectus dated 28th September, 2007).]
|
|||||
|
[Registered
Global Note exchangeable (free of charge) for security printed definitive
Notes only upon an Exchange Event (as defined in the Registered Global
Note)] (N.B. Only TCCImay issue Registered
Notes)
|
|||||
|
25.
|
New
Global Note:
|
[Yes][No]
[N.B.
TFA cannot issue Notes which are New Global Notes.]
|
|||
|
26.
|
Applicable
Business Centre(s) or other special provisions relating to Payment
Dates:
|
[London/give
details]
(Note
that this item relates to the place of payment and not Interest Period
end
dates to which items 15(ii), 16(v) and 18(ix)
relate)
|
|||
|
27.
|
Talons
for future Coupons or Receipts to be attached to definitive Notes
(and
dates on which such Talons mature):
|
[Yes/No.
If yes, give details]
|
|||
|
28.
|
Details
relating to Partly Paid Notes: amount of each payment comprising
the Issue
Price and date on which each payment is to be made and consequences
(if
any) of failure to pay, including any right of the Issuer to forfeit
the
Notes and interest due on late payment:
|
[Not
Applicable/give details]
|
|||
|
29.
|
Details
relating to Instalment Notes:
|
[Not
Applicable/give details]
|
|||
|
(i)
|
Instalment
Amount(s):
|
[ ]
|
|||
|
(ii)
|
Instalment
Date(s):
|
[ ]
|
|||
|
30.
|
Whether
the Notes will be subject to redenomination or exchange into
euros:
|
[Yes/No](If
yes, specify the applicable terms in full)
|
|||
|
31.
|
Further
issues and consolidation provisions:
|
The
Issuer may from time to time, without the consent of the holders
of Notes,
Receipts or Coupons of this Series, create and issue further Notes
of this
Series having the same terms and conditions as the Notes (or the
same
terms and conditions save for the Issue Date, the amount and date
of the
first payment of interest thereon and/or the Issue Price) so that
the same
shall be consolidated and form a single Series with the outstanding
Notes
and references in the Conditions to the “Notes” shall be construed
accordingly
|
|||
|
32.
|
Other
final terms or special conditions:
|
[Give
details]
Negative
Pledge covenant set out in Condition 3 is [Not
Applicable][Applicable]
(For
Notes issued by TCCI in Canada, specify if Condition 7 is not applicable
and set out any taxation of payment provisions other than as set
out in
Condition 7)
|
|||
|
(When
adding any other final terms consideration should be given as to
whether
such terms constitute “significant new factors and consequently
trigger the need for a Supplementary Prospectus under Article
16 of the Prospectus Directive)
|
|||||
|
DISTRIBUTION
|
|||||
|
33.
|
(i)
|
If
syndicated, names of Managers:
|
[Not
Applicable/give details]
|
||
|
(ii)
|
Stabilising
Manager (if any)
|
[Not
Applicable/give name]
|
|||
|
34.
|
If
non-syndicated, name of relevant Dealer/Purchaser:
|
[Not
Applicable/give name]
|
|||
|
35.
|
U.S.
Selling Restrictions:
|
[Reg.
S Compliance Category; TEFRA D/TEFRA C/TEFRA rules not
applicable]
|
|||
|
35.
|
Additional
selling restrictions
|
Selling
restrictions, including those applicable to the United States, United
Kingdom, European Economic Area, Japan, The Netherlands, Canada,
Australia
and Switzerland are set out in the Prospectus dated 28th September,
2007
and Appendix 2 of the Amended and Restated Programme Agreement dated
28th
September, 2007 [and the Syndicate Purchase Agreement dated
[ ], among the Managers and the
Issuer][Add additional country-specific selling
restrictions]
|
|||
|
[PURPOSE
OF FINAL TERMS
|
|||||
|
These
Final Terms comprise the final terms required for issue and admission
to
trading on the [London Stock Exchange’s Gilt Edged and Fixed Interest
Market/specify other relevant regulated market] of the
Notes described herein pursuant to the €40,000,000,000 Euro Medium Term
Note Programme of Toyota Motor Finance (Netherlands) B.V., Toyota
Credit
Canada Inc., Toyota Finance Australia Limited and Toyota Motor Credit
Corporation.]
|
|||||
|
RESPONSIBILITY
|
|||||
|
The
Issuer accepts responsibility for the information contained in these
Final
Terms. [[Relevant third party information] has been extracted
from [specify source]. The Issuer confirms that such information
has been accurately reproduced and that, so far as it is aware and
is able
to ascertain from information published by [specify source], no
facts have been omitted which would render the reproduced information
inaccurate or misleading.]
|
|||||
|
Signed
on behalf of the Issuer:
|
|
By:……………………………………………………..
|
|
Duly
authorised
cc:
The Bank of New York
|
PART
B – OTHER INFORMATION
|
1.LISTING
|
||||
|
(i)
|
Admission
to trading:
|
[Application
has been made by the Issuer (or on its behalf) for the Notes to be
admitted to trading on [the London Stock Exchange’s Gilt Edged and Fixed
Interest Market][other/specify details] with effect from
[ ]. [Other] [Not
Applicable.]
(Where
documenting a fungible issue need to indicate that original securities
are
already admitted to trading)
|
||
|
(ii)
|
Estimate
of total expenses related to admission to trading:
|
[ ]
|
||
|
2.RATINGS
|
||||
|
Programme
Ratings:
|
For
information on Programme Ratings see “General
Information—Credit Ratings” in the Prospectus dated
28th September, 2007. [The Notes to be issued have been
rated:
|
|||
|
[S
& P:
[ ]]
|
||||
|
[Xxxxx’x:
[ ]
|
||||
|
[[Other]:
[ ]]
|
||||
|
[Need
to include a brief explanation of the meaning of the ratings if an
explanation different from that contained in the Prospectus has previously
been published by the rating provider]
|
||||
|
(The
above disclosure should reflect the rating allocated to particular
Notes
where the issue has been specifically rated)
|
||||
|
3.[INTERESTS
OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE/OFFER]
Need
to include a description of any interest, including conflicting ones,
that
is material to the issue/offer, detailing the persons involved and
the
nature of the interest. May be satisfied by the inclusions of
the following statement:
“Save
as discussed in “Subscription and Sale” in the Prospectus dated
28th September, 2007, so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the
offer.”
[Amend as appropriate if there are other interests]
[When
adding any other description, consideration should be given as to
whether such matters described constitute “significant
new factors” and consequently trigger the need for a
Supplementary Prospectus under Article 16 of the Prospectus
Directive.]
|
||||
|
4.REASONS
FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
|
||||
|
[(i)Reasons
for the
offer:
|
As
set out in “Use of Proceeds” in the Prospectus dated 28th
September, 2007
(See
“Use of Proceeds” wording in Offering Circular
– if reasons for offer different from making profit
and/or hedging certain risks will need to include those reasons
here)
|
|||
|
[(ii)]Estimated
net
proceeds:
|
[ ]
([before[/[after] deduction of estimated expenses]
(If
proceeds are intended for more than one use will need to split out
and
present in order of priority. If proceeds insufficient to fund
all proposed uses state amount and sources of other
funding)
|
|||
|
[(iii)]
Estimated total
expenses:
|
[ ]
[Include breakdown of expenses (e.g. legal
fees)]
|
|||
|
(N.B.:
If the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies (i) above is required
where the reasons for the offer are different from making profit
and/or
hedging certain risks and, where such reasons are inserted in (i),
disclosure of net proceeds and total expenses at (ii) and (iii) above
are
also required)
|
||||
|
5.Fixed
Rate Notes only – YIELD
|
||||
|
Indication
of
yield:
|
[ ]
[The
yield is the internal rate of return of the cash flows over the duration
of the Notes assuming an initial amount of [ ] per cent.
and final amount of [ ] per cent.]
[Include
alternative method of calculating yield in summary
form.]
[As
set out above, the yield is calculated at the Issue Date on the basis
of
the Issue Price. It is not an indication of future yield]
[Not
applicable to unlisted Notes]
|
|||
|
6.Index
Linked or other variable-linked Notes only - PERFORMANCE OF
INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE
UNDERLYING AND POST ISSUANCE INFORMATION
|
||||
|
[Need
to include details of where past and future performance and volatility
of
the index/formula can be obtained.]
[Need
to include a description of any market disruption or settlement disruption
events that affect the underlying.]
[Need
to include adjustment rules in relation to events concerning the
underlying.]
[Where
the underlying is (i) a security, need to include the name of the
Issuer
and the ISIN or other security identification code of the security,
(ii)
an index, need to include the name of the index and a description
if
composed by the Issuer and if the index is not composed by the Issuer
need
to include details of where the information about the index can be
obtained, (iii) an interest rate, need to include a description of
the
interest rate, or (iv) a basket of underlyings, need to include disclosure
of the relevant weightings of each underlying in the basket. Where
the
underlying does not fall within these categories need to include
equivalent information.*]
[Give
details][Not applicable]
[The
Issuer intends to provide post-issuance information [specify what
information will be reported and where it can be obtained] [does not
intend to provide post-issuance information on the
underlying]
[Not
Applicable to unlisted Notes]
|
||||
|
7.Dual
Currency Notes only - PERFORMANCE OF RATE[S] OF
EXCHANGE
|
||||
|
[Need
to include details of where past and future performance and
volatility of the relevant rates can be obtained.]
[Need
to include a description of any market disruption or settlement disruption
events that affect the underlying.]
[Need
to include adjustment rules in relation to events concerning the
underlying.]
[Give
details][Not Applicable]
[Not
Applicable to unlisted Notes]
|
||||
|
8.OPERATIONAL
INFORMATION
|
||||
|
(i)ISIN
Code:
|
[Give
details] [Not Applicable]
|
|||
|
(ii)Common
Code:
|
[Give
details] [Not Applicable]
|
|||
|
(iii)Any
clearing system(s)
other than Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme and the relevant identification number(s):
|
[Not
Applicable/give name(s) and number(s)]
|
|||
|
(iv)Delivery:
|
Delivery
[against/free of] payment
|
|||
|
(v)Names
and addresses of
additional Paying Agent(s) (if any):
|
[Give
details][Not Applicable]
|
|||
|
(vi)Notes
to be held in a
manner which would allow Eurosystem eligibility:
|
[Yes]
[No]
[Note
that the designation “yes” simply means that the Notes are intended upon
issue to be deposited with one of the international central securities
depositaries as common safekeeper and does not necessarily mean that
the
Notes will be recognised as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem either upon
issue
or at any or all times during their life. Such recognition will depend
upon satisfaction of the Eurosystem eligibility criteria.] [include
this text if “yes” selected in which case the Notes must
be issued in NGN form]
|
|||
Notes:
(1) Only
include details of a Supplementary Offering Circular/Prospectus in which the
Conditions have been amended for the purposes of all future issues under the
Programme.
(2) Article 14.2
of the Prospectus Directive provides that a Prospectus is deemed available
to
the public when, inter alia, made available (i) in printed form free of
charge at the offices of the market on which securities are being admitted
to
trading; or (ii) at the registered office of the Issuer and at the offices
of the financial intermediaries placing or selling the securities, including
Paying Agents; or (iii) in an electronic form on the Issuer's website; or
(iv) in an electronic form on the website of the regulated market where the
admission to trading is sought. Article 16 of the Prospectus Directive
requires that the same arrangements are applied to Supplementary
Prospectuses.
(3) Section 6:
Where the Notes have a maturity of less than one year and the issue proceeds
are
to be accepted in the United Kingdom, such Notes will be subject to section
19
FSMA unless their denomination is £100,000 or more (or its equivalent in other
currencies) and they are only issued to “professionals” within
Article 9(2)(a) of the Financial Services and Markets Act (Regulated
Activities) Order 2001. Add the following language:
“Notes
(including Notes denominated in
Sterling) in respect of which the issue proceeds are to be accepted by the
Issuer in the United Kingdom or whose issue otherwise constitutes a
contravention of section 19 FSMA and which have a maturity of less than one
year
must have a minimum redemption value of £100,000 (or its equivalent in other
currencies).”
(4) If
the Final Redemption Amount is other than 100 per cent. of the nominal value,
the Notes will be derivative securities for the purposes of the Prospectus
Directive and the requirements of Annex XII to the Prospectus Directive
Regulation will apply and the Issuer will prepare and publish a supplement
to
the Prospectus.
(5) If
setting notice periods which are different to those provided in the terms and
conditions, Issuers are advised to consider the practicalities of distribution
of information through intermediaries, for example, clearing systems and
custodians, as well as any other notice requirements which may apply, for
example, as between the Issuer and its fiscal agent.
* Required
for derivative securities to which Annex XII of the Prospectus Directive
Regulation applies. See footnote 4 above.
ANNEX
B TO APPENDIX D
FORM
OF FINAL TERMS
Part
B
FORM
OF FINAL TERMS IN CONNECTION WITH ISSUES OF NOTES WITH A DENOMINATION OF LESS
THAN €50,000 (OR EQUIVALENT) TO BE ADMITTED TO TRADING ON AN EEA REGULATED
MARKET AND/OR OFFERED TO THE PUBLIC ON A NON-EXEMPT BASIS IN THE
EEA
Final
Terms
Dated
[ ]
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181)]
[TOYOTA
MOTOR CREDIT CORPORATION]
Issue
of [Aggregate Nominal Amount of Tranche] [Title of Notes]
under
the €40,000,000,000
Euro
Medium Term Note Programme
PART
A – CONTRACTUAL TERMS
[The
Prospectus dated 28th September, 2007 referred to below (as completed by these
Final Terms) has been prepared on the basis that, except as provided in
sub-paragraph (ii) below, any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each,
a “Relevant Member State”) will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from
the
requirement to publish a prospectus for offers of the
Notes. Accordingly, any person making or intending to make an offer
of the Notes may only do so in:
|
(i)
|
circumstances
in which no obligation arises for the Issuer or any Dealer to publish
a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement
a prospectus pursuant to Article 16 of the Prospectus Directive,
in each
case in relation to such offer; or
|
|
(ii)
|
those
Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below,
provided such person is one of the persons mentioned in Paragraph
10 of
Part B below and that such offer is made during the Offer Period
specified
for such purposes therein.
|
Neither
the Issuer nor any Dealer has authorised, nor do they authorise, the making
of
any offer of Notes in any other circumstances.]
[Include
the above legend where a non-exempt offer of Notes is
anticipated.]
[The
Prospectus dated 28th September, 2007 referred to below (as completed by these
Final Terms) has been prepared on the basis that any offer of Notes in any
Member State of the European Economic Area which has implemented the Prospectus
Directive (2003/71/EC) (each, a “Relevant Member State”) will be made
pursuant to an exemption under the Prospectus Directive, as implemented in
that
Relevant Member State, from the requirement to publish a prospectus for offers
of the Notes. Accordingly, any person making or intending to make an
offer in that Relevant Member State of the Notes may only do so in circumstances
in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement
a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case,
in
relation to such offer. Neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in any
other
circumstances.]
[Include
the above legend where only an exempt offer of Notes is
anticipated.]
Terms
used herein shall be deemed to be defined as such for the purposes of the
Conditions set forth under “Terms and Conditions of the Notes” in the
Prospectus dated 28th September, 2007 [and the Supplementary Prospectus dated
[ ]](1) which [together]
constitute[s] a base prospectus for the purposes of the Prospectus Directive
(Directive 2003/71/EC) (the “Prospectus Directive”). This document
constitutes the Final Terms of the Notes described herein for the purposes
of
Article 5.4 of the Prospectus Directive and must be read in conjunction with
such Prospectus [as so supplemented], including all documents incorporated
by
reference therein. Full information on the Issuer and the offer of
the Notes is only available on the basis of the combination of these Final
Terms
and the Prospectus [as so supplemented]. The Prospectus [and the
Supplementary Prospectus] [is] [are] available for viewing and copies may be
obtained from the principal office in London, England of The Bank of New York,
the issuing and principal paying agent for the Notes, at Xxx Xxxxxx Xxxxxx,
Xxxxxx X00 0XX and at xxx.xxxxxxxxxxxxxxxxxxx.xxx.(2)
[Include
whichever of the following apply or specify as “Not
Applicable”. Note that the numbering should remain as set out below,
even if “Not Applicable” is indicated for individual
paragraphs or sub-paragraphs. Italics denote guidance for completing
the Final Terms.]
[When
completing any Final Terms, or adding any other final terms or information,
consideration should be given as to whether such terms or information constitute
“significant new factors” and consequently trigger the need
for a supplement to the Prospectus under Article 16 of the Prospectus
Directive.]
|
1.
|
(i)
|
Issuer:
|
[ ]
(the “Issuer”)
|
||
|
(ii)
|
Credit
Support Providers
|
Toyota
Motor Corporation
Toyota
Financial Services Corporation
|
|||
|
2.
|
[(i)]
|
Series
Number:
|
[ ]
|
||
|
[(ii)]
|
Tranche
Number:
|
[Delete
if not applicable]
|
|||
|
(If
fungible with an existing Series, details of that Series, including
the
date on which the Notes become fungible)
|
|||||
|
3.
|
Specified
Currency (or Currencies in the case of Dual Currency
Notes):
|
[ ]
|
|||
|
4.
|
Aggregate
Nominal Amount of Notes:
|
[ ]
|
|||
|
[(i)]
|
Series:
|
[ ]
[Delete if not applicable]
|
|||
|
[(ii)]
|
Tranche:
|
[ ]
[Delete if not applicable]
|
|||
|
5.
|
Issue
Price :
|
[ ]
per cent. of the Aggregate Nominal Amount of Notes [plus accrued
interest
from [insert date] (in the case of fungible issues
only, if applicable)]
|
|||
|
6.
|
(i)
|
Specified
Denominations:
|
[ ]
(3)
[ ]
|
||
|
(ii)
|
Calculation
Amount:
|
[ ]
|
|||
|
(If
there is only one Specified Denomination, insert the Specified
Denomination.
|
|||||
|
If
there is more than one Specified Denomination insert the highest
common
factor of those Specified Denominations. N.B. there
must be a common factor in the case of two or more Specified
Denominations)
|
|||||
|
7.
|
(i)
|
Issue
Date:
|
[ ]
|
||
|
(ii)
|
Interest
Commencement Date:
|
[Specify:
Issue Date/Not Applicable]
|
|||
|
8.
|
Maturity
Date:
|
[Specify
date or (for Floating Rate Notes) Interest Payment Date falling in
or
nearest to the relevant month and year]
|
|||
|
9.
|
Interest
Basis
|
[[ ]
per cent. Fixed Rate]
[[Specify
reference rate] +/–
[ ] per cent.
Floating Rate]
[Zero
Coupon]
[Index
Linked Interest]
[Range
Accrual Interest]
[Dual
Currency Interest]
[Other
(specify)]
(further
particulars specified below)
|
|||
|
10.
|
Redemption/Payment
Basis:
(4)
|
[Redemption
at par]
[Index
Linked Redemption]
[Dual
Currency]
[Partly
Paid]
[Instalment]
[Other
(specify)]
|
|||
|
11.
|
Change
of Interest Basis or Redemption/Payment Basis
|
[Specify
details of any provision for convertibility of Notes
into another Interest Basis or Redemption/Payment
Basis]
|
|||
|
12.
|
Investor
Put/Issuer Call Options:
|
[Investor
Put Option]
[Issuer
Call Option]
[(further
particulars specified below)]
[Not
Applicable]
|
|||
|
13.
|
(i)
|
Status
of the Notes:
|
Senior
|
||
|
(ii)
|
Nature
of the Credit Support:
|
See
“Relationship of TFS and the Issuers with the Parent” in
the Prospectus dated 28th September, 2007
|
|||
|
(iii)
|
[Date
[Board] approval for issuance of Notes obtained:]
|
[See “General
Information—Authorisation” section of the
Prospectus dated 28th September, 2007 for the relevant board
approval dates for the Programme]
(Where
Board (or similar) authorisation is required for the particular tranche
of
Notes or related Credit Support)
[ ] [and
[ ],
respectively]
|
|||
|
14.
|
Method
of distribution:
|
[Syndicated/Non-syndicated]
|
|||
|
PROVISIONS
RELATING TO INTEREST (IF ANY) PAYABLE
|
|||||
|
15.
|
Fixed
Rate Note Provisions
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Fixed
Rate[(s)] of Interest:
|
[ ]
per cent. per annum [payable
[annually/semi-annually/quarterly/monthly/other (specify)] in
arrear on each Interest Payment Date]
|
|||
|
(ii)
|
Interest
Payment Date(s):
|
[ ]
in each year, commencing on
[ ], to and
[ ] [adjusted in
accordance with [specify Business Day Convention and any
Applicable Business Centre(s) for the definition of “Business
Day”]/not adjusted]
|
|||
|
(iii)
|
Fixed
Coupon Amount[(s)]:
(Applicable
to Notes in definitive form or “Uridashi
Notes”)
|
[ ]
per Calculation Amount payable
[annually/semi-annually/quarterly/monthly]
[N.B.
If Uridashi Notes specify “This Fixed Coupon Amount applies if
the Fixed Rate Notes are represented by a global Note or are in definitive
form”]
|
|||
|
(iv)
|
Broken
Amount(s):
(Applicable
to Notes in definitive form or “Uridashi
Notes”)
|
[ ]
per Calculation Amount payable on the Interest Payment Date
falling [in/on]
[ ]
[Insert
particulars of any initial or final broken interest amounts which
do not
correspond with the Fixed Coupon Amount[(s)]
[N.B.
If Uridashi Notes specify “This Broken Amount applies if the
Fixed Rate Notes are represented by a global Note or are in definitive
form”]
|
|||
|
(v)
|
Fixed
Day Count Fraction:
|
[30/360]
or [Actual/Actual (ICMA/ISDA)] or [Actual/360] or [30E/360] or [Eurobond
Basis] or [other (specify)]
|
|||
|
(vi)
|
Determination
Date(s):
|
[ ]
in each year (insert regular interest payment dates, ignoring issue
date or maturity date in the case of a long or short first or last
coupon.
(N.B. This will need to be amended in the case of regular
interest periods which are not of equal duration.) N.B. Only
relevant where the Fixed Day Count Fraction is
Actual/Actual(ICMA))
[Not
Applicable]
|
|||
|
(vii)
|
Other
terms relating to the method of calculating interest for Fixed Rate
Notes:
|
[Not
Applicable/give details]
|
|||
|
16.
|
Floating
Rate Note Provisions
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Specified
Period(s):
|
[ ]
|
|||
|
(ii)
|
Specified
Interest Payment Dates:
|
[ ]
|
|||
|
(iii)
|
First
Interest Payment Date:
|
[ ]
|
|||
|
(iv)
|
Business
Day Convention:
|
[Floating
Rate Convention/Following Business
Day
Convention/Modified Following Business
Day
Convention/Preceding Business Day
Convention/other
(give details)]
|
|||
|
(v)
|
Applicable
Business Centre(s) for purposes of “Business Day”
definition:
|
[London/specify
others]
|
|||
|
(vi)
|
Manner
in which the Rate(s) of Interest and Interest Amount(s) is/are to
be
determined:
|
[Screen
Rate Determination/ISDA Determination/other (give details
– e.g. Range Accrual
Notes)]
|
|||
|
(vii)
|
Party
responsible for calculating the Rate(s) of Interest and Interest
Amount(s)
(if not the Agent):
|
[ ]
|
|||
|
(viii)
|
Screen
Rate Determination:
|
||||
|
-
Reference Rate:
|
[ ]
(Either LIBOR, EURIBOR or other, although additional
information may be required if other – including any
amendment to fallback provisions in Condition
4(b)(iv))
|
||||
|
-
Interest Determination Date(s):
|
[Same
as Condition 4(b)(iv)(F)/specify other]
|
||||
|
-
Relevant Screen Page:
|
[ ]
|
||||
|
(In
the case of EURIBOR, if not Reuters Page EURIBOR01, ensure
it is
a page which shows a composite rate)
|
|||||
|
(ix)
|
ISDA
Determination:
|
||||
|
-
Floating Rate Option:
|
[ ]
|
||||
|
-
Designated Maturity:
|
[ ]
|
||||
|
-
Reset Date:
|
[ ]
|
||||
|
(x)
|
Margin(s):
|
[+/-][ ]
per cent. per annum
|
|||
|
(xi)
|
Minimum
Rate of Interest:
|
[ ]
per cent. per annum
|
|||
|
(xii)
|
Maximum
Rate of Interest
|
[ ]
per cent. per annum
|
|||
|
(xiii)
|
Day
Count Fraction:
|
[Actual/365
Actual
365 (Fixed)
Actual/365
(Sterling)
Actual/360
30/360,
360/360, Bond Basis
30E/360
Other]
(See
Condition 4(b)(vi) for alternatives)
|
|||
|
(xiv)
|
Fall
back provisions, rounding provisions, and any other terms relating
to the
method of calculating interest on Floating Rate Notes, including
if
different from those set out in the Conditions:
|
[ ]
(Give details. For example, if the Interest Period(s) shall
be adjusted/ unadjusted)
[N.B.
If Uridashi Notes or if calculation on a “per
denomination” basis is required for other reasons, specify
“While the Floating Rate Notes are represented by a
global Note, for each relevant Interest Period, apply the Rate of
Interest
to the Calculation Amount pursuant to Condition
4(b)(vi)(C)”]
|
|||
|
17.
|
Zero
Coupon Note Provisions
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Accrual
Yield:
|
[ ]
per cent. per annum
|
|||
|
(ii)
|
Reference
Price:
|
[ ]
|
|||
|
(iii)
|
Any
other formula/basis of determining amount payable:
|
[ ]
|
|||
|
(iv)
|
Business
Day Convention:
|
[Following
Business Day Convention/Modified Following Business Day
Convention/specify other]
|
|||
|
(v)
|
Applicable
Business Centres for purposes of “Business Day”
Definition:
|
[London/specify
others]
|
|||
|
(vi)
|
Party
responsible for calculating the amount due (if not the
Agent):
|
[ ]
|
|||
|
18.
|
Index
Linked Interest Note/other variable-linked interest Note
Provisions(4)
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Index/Formula/other
variable:
|
[give
or annex details]
|
|||
|
(ii)
|
Party
responsible for calculating the principal and/or interest
due (if not the Agent):
|
[ ]
|
|||
|
(iii)
|
Provisions
for determining Coupon where calculated by reference to Index and/or
Formula and/or other variable:
|
[ ]
|
|||
|
(iv)
|
Interest
Determination Date(s):
|
[ ]
|
|||
|
(v)
|
Provisions
for determining Coupon where calculation by reference to Index and/or
Formula and/or other variable is impossible or impracticable or otherwise
disrupted:
|
[need
to include a description of market disruption or settlement
disruption events and adjustment provisions]
|
|||
|
(vi)
|
Interest
Period(s) or other calculation period(s):
|
[ ]
[N.B.
If Uridashi Notes specify “While the Floating Rate Notes are
represented by a global Note, for each relevant Interest Period,
apply the Rate of Interest to the Calculation Amount pursuant to
Condition
4(b)(vi)(C)”]
|
|||
|
(vii)
|
Determination
Date(s):
|
[give
or annex details]
|
|||
|
(viii)
|
Business
Day Convention:
|
[Floating
Rate Convention/Following Business Day Convention/Modified Following
Business Day Convention/Preceding Business Day Convention/other (give
details)]
|
|||
|
(ix)
|
Applicable
Business Centre(s) for purposes of “Business Day”
Definition
|
[London/specify
others]
|
|||
|
(x)
|
Minimum
Rate of Interest/ Interest Amount:
|
[ ]
per cent. per annum
|
|||
|
(xi)
|
Maximum
Rate of Interest/ Interest Amount:
|
[ ]
per cent. per annum
|
|||
|
(xii)
|
Day
Count Fraction:
|
[ ]
|
|||
|
19.
|
Dual
Currency Note Provisions(4)
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Rate
of Exchange/method of calculating Rate of Exchange:
|
[give
or annex details]
|
|||
|
(ii)
|
Party,
if any, responsible for calculating the principal and/or interest
due (if
not the Agent):
|
[ ]
|
|||
|
(iii)
|
Provisions
applicable where calculation by reference to Rate of Exchange is
impossible or impracticable:
|
[ ]
|
|||
|
(iv)
|
Person
at whose option Specified Currency(ies) is/are payable:
|
[ ]
|
|||
|
(v)
|
Determination
Date(s):
|
[give
or annex details]
|
|||
|
PROVISIONS
RELATING TO REDEMPTION
|
|||||
|
20.
|
Issuer
Call Option
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Optional
Redemption Date(s):
|
[ ]
|
|||
|
(ii)
|
Optional
Redemption Amount(s) of each Note and method, if any, of calculation
of
such amount(s):
|
[ ]
per Calculation Amount
|
|||
|
(iii)
|
If
redeemable in part:
|
||||
|
(a) Minimum
Redemption Amount:
|
[ ]
per Calculation Amount
|
||||
|
(b) Maximum
Redemption Amount:
|
[ ]
per Calculation Amount
|
||||
|
(iv)
|
The
applicable period of notice to Noteholders (if different from
that set out in the Conditions):(5)
|
[Same
as Condition 6(d)/specify other]
|
|||
|
(v)
|
The
applicable period of notice to the Agent (if different from
that set out in the Conditions):(5)
|
[Same
as Condition 6(d)/specify other]
|
|||
|
21.
|
Investor
Put Option
|
[Applicable/Not
Applicable]
(If
not applicable, delete the remaining sub-paragraphs of this
paragraph)
|
|||
|
(i)
|
Optional
Redemption Date(s):
|
[ ]
|
|||
|
(ii)
|
Optional
Redemption Amount(s) of each Note and method, if any, of calculation
of
such amount(s):
|
[ ]
per Calculation Amount
|
|||
|
(iii)
|
Notice
period (if other than as set out in the Conditions):
(5)
|
[Same
as Condition 6(e)/specify other]
|
|||
|
(iv)
|
Other
details:
|
[ ]
|
|||
|
22.
|
Final
Redemption Amount of each Note
(4)
|
[ ]
per Calculation Amount/[other (give details)/see
Appendix]/[Par]
|
|||
|
In
cases where the Final Redemption Amount is Index Linked or other
variable-linked:
|
[Applicable/Not
Applicable]
(If
not Index Linked or other variable-linked, delete the remaining
sub-paragraphs of this paragraph)
|
||||
|
(i)
|
Index/Formula/variable:
|
[give
or annex details]
|
|||
|
(ii)
|
Party,
if any, responsible for calculating the Final Redemption Amount (if
not
the Agent):
|
[ ]
|
|||
|
(iii)
|
Provisions
for determining the Final Redemption Amount where calculated by reference
to Index and/or Formula and/or other variable:
|
[ ]
|
|||
|
(iv)
|
Determination
Date(s):
|
[ ]
|
|||
|
(v)
|
Provisions
for determining Final Redemption Amount where calculation by reference
to
Index and/or Formula and/or other variable is impossible or impracticable
or otherwise disrupted:
|
[ ]
|
|||
|
(vi)
|
Payment
Date:
|
[Include
details if payments are made other than on the Maturity
Date]
|
|||
|
(vii)
|
Minimum
Final Redemption Amount:
|
[ ]
per Calculation Amount
|
|||
|
(viii)
|
Maximum
Final Redemption Amount:
|
[ ]
per Calculation Amount
|
|||
|
23.
|
Early
Redemption Amount:
|
||||
|
Early
Redemption Amount of each Note payable on redemption for taxation
reasons
or on event of default and/or the method of calculating the same
(if
required or if different from that set out in the
Conditions):
|
[ ]
per Calculation Amount/[other (give details)/see
Appendix]/[Par]
|
||||
|
GENERAL
PROVISIONS APPLICABLE TO THE NOTES
|
|||||
|
24.
|
Form
of Notes:
|
Bearer
Notes:
|
|||
|
[A
Temporary Global Note in bearer form without Coupons will be deposited
with a common depositary or, as the case may be, a common safekeeper
for
Clearstream Banking, société anonyme (“Clearstream, Luxembourg”)
and Euroclear Bank S.A./N.V. (“Euroclear”) on or about
[ ]. The Temporary
Global Note is exchangeable for a Permanent Global Note in bearer
form not
earlier than the date that is 40 days following completion of the
distribution of the Notes and upon certification of non-U.S. beneficial
ownership.]
|
|||||
|
[A
Temporary Global Note exchangeable for security printed definitive
Notes
on and after the Exchange Date.]
|
|||||
|
[A
Permanent Global Note is exchangeable in whole, but not in part,
for
security printed definitive Notes (a) at the request of the relevant
Issuer; (b) [upon the Noteholders instructing Euroclear, Clearstream,
Luxembourg or any other agreed clearing system in which such Permanent
Global Note is being held to give at least 60 days’ written notice to the
Agent[, subject to the payment of costs in connection with the printing
and distribution of definitive Notes]/ [(free of charge)]; and/or
(c)]
(free of charge) upon the occurrence of an Exchange Event (as described
in
“Form of the Notes” in the Prospectus dated 28th September,
2007).]
|
|||||
|
[Registered
Global Note exchangeable (free of charge) for security printed definitive
Notes only upon an Exchange Event (as defined in the Registered Global
Note)] (N.B. Only TCCImay issue Registered
Notes)
|
|||||
|
25.
|
New
Global Note:
|
[Yes][No]
[N.B.
TFA cannot issue Notes which are New Global Notes.]
|
|||
|
26.
|
Applicable
Business Centre(s) or other special provisions relating to Payment
Dates:
|
[London/give
details]
(Note
that this item relates to the place of payment and not Interest Period
end
dates to which items 15(ii), 16(v) and 18(ix)
relate)
|
|||
|
27.
|
Talons
for future Coupons or Receipts to be attached to definitive Notes
(and
dates on which such Talons mature):
|
[Yes/No.
If yes, give details]
|
|||
|
28.
|
Details
relating to Partly Paid Notes: amount of each payment comprising
the Issue
Price and date on which each payment is to be made and consequences
(if
any) of failure to pay, including any right of the Issuer to forfeit
the
Notes and interest due on late payment:
|
[Not
Applicable/give details]
|
|||
|
29.
|
Details
relating to Instalment Notes:
|
[Not
Applicable/give details]
|
|||
|
(i)
|
Instalment
Amount(s):
|
[ ]
|
|||
|
(ii)
|
Instalment
Date(s):
|
[ ]
|
|||
|
30.
|
Whether
the Notes will be subject to redenomination or exchange into
euros:
|
[Yes/No](If
yes, specify the applicable terms in full)
|
|||
|
31.
|
Further
issues and consolidation provisions:
|
The
Issuer may from time to time, without the consent of the holders
of Notes,
Receipts or Coupons of this Series, create and issue further Notes
of this
Series having the same terms and conditions as the Notes (or the
same
terms and conditions save for the Issue Date, the amount and date
of the
first payment of interest thereon and/or the Issue Price) so that
the same
shall be consolidated and form a single Series with the outstanding
Notes
and references in the Conditions to the “Notes” shall be construed
accordingly
|
|||
|
32.
|
Other
final terms or special conditions:
|
[Give
details]
Negative
Pledge covenant set out in Condition 3 is [Not
Applicable][Applicable]
(For
Notes issued by TCCI in Canada, specify if Condition 7 is not
applicable and set out any taxation of payment provisions other than
as
set out in Condition 7)
|
|||
|
(When
adding any other final terms consideration should be given as to
whether
such terms constitute “significant new factors and
consequently trigger the need for a Supplementary
Prospectus under Article 16 of the Prospectus
Directive.)
|
|||||
|
DISTRIBUTION
|
|||||
|
33.
|
(i)
|
If
syndicated, names [and addresses] of Managers [and underwriting
commitments]:
|
[Not
Applicable/give details [and addresses and underwriting
commitments]]
(Include
names and addresses of entities agreeing to underwrite the issue
on a firm
commitment basis and names and addresses of the entities agreeing
to place
the issue without a firm commitment or on a “best efforts” basis if such
entities are not the same as the Managers)
|
||
|
(ii)
|
Date
of Syndicate Purchase Agreement:
|
[ ]
|
|||
|
(iii)
|
Stabilising
Manager (if any)
|
[Not
Applicable/give name]
|
|||
|
34.
|
If
non-syndicated, name [and address] of relevant
Dealer/Purchaser:
|
[Not
Applicable/give name [and address]]
|
|||
|
35.
|
Total
commission and concession:
|
[[ ]
per cent. of the Aggregate Nominal Amount of Notes]/[See Paragraph
10 of
Part B below]
|
|||
|
36.
|
U.S.
Selling Restrictions:
|
[Reg.
S Compliance Category; TEFRA D/TEFRA C/TEFRA rules not
applicable]
|
|||
|
37.
|
Non-exempt
Offer:
|
[Not
Applicable]/[Applicable – see Paragraph 10 of Part B
below]
|
|||
|
38.
|
Additional
selling restrictions
|
Selling
restrictions, including those applicable to the United States, United
Kingdom, the European Economic Area, Japan, The Netherlands, Canada,
Australia and Switzerland are set out in the Prospectus 28th September,
2007 and Appendix 2 of the Amended and Restated Programme Agreement
dated
28th September, 2007 [and the Syndicate Purchase Agreement dated
[ ], among the Managers and the
Issuer][Add additional country-specific selling
restrictions]
|
|||
|
[PURPOSE
OF FINAL TERMS
|
|||||
|
These
Final Terms comprise the final terms required for issue and admission
to
trading on the [London Stock Exchange’s Gilt Edged and Fixed Interest
Market/specify other relevant regulated market] of the Notes
described herein pursuant to the €40,000,000,000 Euro Medium Term Note
Programme of Toyota Motor Finance (Netherlands) B.V., Toyota Credit
Canada
Inc., Toyota Finance Australia Limited and Toyota Motor Credit
Corporation.]
|
|||||
|
RESPONSIBILITY
|
|||||
|
The
Issuer accepts responsibility for the information contained in these
Final
Terms. [[Relevant third party information] has been extracted
from [specify source]. The Issuer confirms that such information
has been accurately reproduced and that, so far as it is aware and
is able
to ascertain from information published by [specify source], no
facts have been omitted which would render the reproduced information
inaccurate or misleading.]
|
|||||
|
Signed
on behalf of the Issuer:
|
|
By:……………………………………………………..
|
|
Duly
authorised
cc:
The Bank of New York
|
PART
B – OTHER INFORMATION
|
1.LISTING
|
|||||||
|
[Application
has been made by the Issuer (or on its behalf) for the Notes to be
admitted to trading on [the London Stock Exchange’s Gilt Edged and Fixed
Interest Market][other/specify details] with effect from
[ ]. [Other] [Not
Applicable.]
(Where
documenting a fungible issue need to indicate that original securities
are
already admitted to trading.)
|
|||||||
|
2.RATINGS
|
|||||||
|
Programme
Ratings:
|
For
information on Programme Ratings see “General
Information—Credit Ratings” in the Prospectus dated 28th
September, 2007. [The Notes to be issued have been
rated:
|
||||||
|
[S
& P:
[ ]]
|
|||||||
|
[Xxxxx’x:
[ ]
|
|||||||
|
[[Other]:
[ ]]
|
|||||||
|
[Need
to include a brief explanation of the meaning of the ratings if an
explanation different from that contained in the Prospectus has previously
been published by the rating provider]
|
|||||||
|
(The
above disclosure should reflect the rating allocated to
particular Notes where the issue has been specifically
rated)
|
|||||||
|
3.[INTERESTS
OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE/OFFER]
Need
to include a description of any interest, including conflicting ones,
that
is material to the issue/offer, detailing the persons involved and
the
nature of the interest. May be satisfied by the inclusions of
the following statement:
“Save
as discussed in “Subscription and Sale” in the Prospectus dated
28th September, 2007, so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the
offer.”
[Amend as appropriate if there are other interests]
[When
adding any other description, consideration should be given as to
whether
such matters described constitute “significant new
factors” and consequently trigger the need for a Supplementary
Prospectus under Article 16 of the Prospectus
Directive.]
|
|||||||
|
4.REASONS
FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
|
|||||||
|
[(i)Reasons
for the
offer:
|
As
set out in “Use of Proceeds” in the Prospectus dated 28th
September, 2007
(See
“Use of Proceeds” wording in Offering Circular
– if reasons for offer different from making profit
and/or hedging certain risks will need to include those reasons
here)
|
||||||
|
[(ii)]Estimated
net
proceeds:
|
[ ]
([before[/[after] deduction of estimated expenses]
(If
proceeds are intended for more than one use will need to split out
and
present in order of priority. If proceeds insufficient to fund all
proposed uses state amount and sources of other
funding.)
|
||||||
|
[(iii)]
Estimated total
expenses:
|
[ ]
[Include breakdown of expenses (e.g. legal
fees)]
|
||||||
|
(N.B.:
If the Notes are derivative securities to which Annex XII of the
Prospectus Directive Regulation applies (i) above is required where
the
reasons for the offer are different from making profit and/or
hedging certain risks and, where such reasons are inserted in (i),
disclosure of net proceeds and total expenses at (ii) and (iii) above
are
also required)
|
|||||||
|
5.Fixed
Rate Notes only – YIELD
|
|||||||
|
Indication
of
yield:
|
[ ]
[The
yield is the internal rate of return of the cash flows over the duration
of the Notes assuming an initial amount of [ ] per cent.
and final amount of [ ] per cent.]
[Include
alternative method of calculating yield in summary
form.]
[As
set out above, the yield is calculated at the Issue Date on the basis
of
the Issue Price. It is not an indication of future yield]
[Not
applicable to unlisted Notes]
|
||||||
|
6.
Floating
Rate Notes only - HISTORIC INTEREST RATES
|
|||||||
|
Details
of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters]
[Give other details][Not Applicable][Not Applicable to unlisted
Notes]
|
|||||||
|
7.Index
Linked or other variable-linked Notes only - PERFORMANCE OF
INDEX/FORMULA/OTHER VARIABLE AND EXPLANATION OF EFFECT ON VALUE OF
INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING
THE
UNDERLYING AND POST ISSUANCE INFORMATION
|
|||||||
|
[Need
to include details of where past and future performance and volatility
of
the index/formula can be obtained.]
[Need
to include a description of any market disruption or settlement
disruption events that affect the underlying.]
[Need
to include adjustment rules in relation to events concerning the
underlying.]
[Need
to include a clear and comprehensive explanation of how the value
of the investment is affected by the underlying and the circumstances
when
the risks are most evident.]
[Where
the underlying is (i) a security, need to include the name of the
Issuer
and the ISIN or other security identification code of the security, (ii)
an index, need to include the name of the index and a description
if
composed by the Issuer and if the index is not composed by the Issuer
need
to include details of where the information about the index can be
obtained, (iii) an interest rate, need to include a description of
the
interest rate, or (iv) a basket of underlyings, need to include disclosure
of the relevant weightings of each underlying in the basket. Where
the
underlying does not fall within these categories need to include
equivalent information.*]
[Give
details][Not applicable]
[The
Issuer intends to provide post-issuance information [specify what
information will be reported and where it can be obtained] [does not
intend to provide post-issuance information on the
underlying]
[Not
Applicable to unlisted Notes]
|
|||||||
|
8.Dual
Currency Notes only - PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION
OF EFFECT ON VALUE OF INVESTMENT
|
|||||||
|
[Need
to include details of where past and future performance and volatility
of
the relevant rates can be obtained.]
[Need
to include a description of any market disruption or settlement disruption
events that affect the underlying.]
[Need
to include adjustment rules in relation to events concerning the
underlying.]
[Need
to include a clear and comprehensive explanation of how the value
of the investment is affected by the underlying and the circumstances
when
the risks are most evident.]
[Give
details][Not Applicable]
[Not
Applicable to unlisted Notes]
|
|||||||
|
9.OPERATIONAL
INFORMATION
|
|||||||
|
(i) ISIN
Code:
|
[Give
details] [Not Applicable]
|
||||||
|
(ii) Common
Code:
|
[Give
details] [Not Applicable]
|
||||||
|
(iii)Any
clearing system(s)
other than Euroclear Bank S.A./N.V. and Clearstream Banking, société
anonyme and the relevant identification number(s):
|
[Not
Applicable/give name(s) and
number(s)]
|
||||||
|
(iv)Delivery:
|
Delivery
[against/free of] payment
|
||||||
|
(v)Names
and addresses of
additional Paying Agent(s) (if any):
|
[Give
details][Not Applicable]
|
||||||
|
(vi)Notes
to be held in a
manner which would allow Eurosystem eligibility:
|
[Yes]
[No]
[Note
that the designation “yes” simply means that the Notes are intended upon
issue to be deposited with one of the international central securities
depositaries as common safekeeper and does not necessarily mean that
the
Notes will be recognised as eligible collateral for Eurosystem monetary
policy and intra-day credit operations by the Eurosystem either upon
issue
or at any or all times during their life. Such recognition will depend
upon satisfaction of the Eurosystem eligibility criteria.] [include
this text if “yes” selected in which case the
Notes must be issued in NGN form]
|
||||||
|
10.
|
TERMS
AND CONDITIONS OF THE PUBLIC OFFER (6)
|
||||||
|
The
Issuer has agreed to allow the use of these Final Terms and the Prospectus
by each of the Managers and any placers (authorised by any of the
Managers) involved in the offer (the “Placers”) in connection
with possible offers of the Notes to the public in the Public Offer
Jurisdictions during the Offer Period.
Investors
(as defined in the final paragraph on the first page of the Prospectus)
intending to acquire or acquiring the Notes from any Offeror (as
defined
in the final paragraph on the first page of the Prospectus) should,
as
indicated in the legend, make appropriate enquiries as to whether
that
Offeror is acting in association with the Issuer. Whether or
not the Offeror is described as acting in association with the Issuer,
the
Issuer’s only relationship is with the Managers and the Issuer has no
relationship with or obligation to, nor shall it have any relationship
with or obligation to, an Investor, save as may arise under any applicable
law or regulation.
The
Issuer is only offering to and selling to the Managers pursuant to
and in
accordance with the terms of the Syndicate Purchase Agreement.(8) All
sales to persons other than the Managers will be made by the Managers
or
persons to whom they sell, and/or otherwise make arrangements with,
including the Placers. The Issuer shall not be liable for any offers
and/or sales of Notes to, or purchases of Notes by, Investors at
any time
(including during the Offer Period) (other than in respect of offers
and
sales to, and purchases of Notes by, the Managers and only then pursuant
to the Syndicate Purchase Agreement) which are made by Managers or
Placers
or any other Offeror in accordance with the arrangements in place
between
any such Manager, Placer or other Offeror and its
customers. Any person selling Notes at any time during the
Offer Period may not be a financial intermediary of the Issuer; any
person
selling Notes at any time after the Offer Period is not a financial
intermediary of the Issuer.
Each
of the Managers has acknowledged and agreed, and any Placer will
be
required by the Managers to acknowledge and agree, that for the purpose
of
offer(s) of the Notes the Issuer has passported the Prospectus into
each
of the Public Offer Jurisdictions and will not passport the Prospectus
into any other European Economic Area Member State; accordingly,
the Notes
may only be publicly offered in Public Offer Jurisdictions during
the
Offer Period or offered to qualified investors (as defined in the
Prospectus Directive) or otherwise in compliance with Article 3(2)
of the
Prospectus Directive in any other European Economic Area Member State
pursuant to and in accordance with the Prospectus and the Final Terms
(without modification or supplement); and that all offers of Notes
by it
will be made only in accordance with the selling restrictions set
forth in
the Prospectus and the provisions of these Final Terms and in compliance
with all applicable laws and regulations, provided that no such offer
of
Notes shall require the Issuer or any Manager to publish a prospectus
pursuant to Article 3 of the Prospectus Directive (or supplement
a
prospectus pursuant to Article 16 of the Prospectus Directive) or
to take
any other action in any jurisdiction other than as described
above.
|
|||||||
|
(i)
|
Offer
Period:
|
From
the date of publication of these Final Terms being
[ ], 200[ ] to
[ ],
[ ],(9)
provided
that the offer period will not commence in Germany until such time
as the
advertisement recommended by the competent authority in Germany has
been
duly published.
(10)
|
|||||
|
(ii)
|
Offer
Price:
|
The
Issuer has offered and will sell the Notes to the Managers (and no
one
else) at the Issue Price of
[ ] per cent. less a
total commission [and concession] of
[ ] per cent. of the
Aggregate Nominal Amount of Notes. Managers and Placers will
offer and sell the Notes to their customers in accordance with
arrangements in place between each such Manager and its customers
(including Placers) or each such Placer and its customers by reference
to
the Issue Price and market conditions prevailing at the
time.
|
|||||
|
(iii)
|
Conditions
to which the offer is subject:
|
Offers
of the Notes are conditional on their issue and are subject to such
conditions as are set out in the Syndicate Purchase
Agreement. As between Managers and their customers (including
Placers) or between Placers and their customers, offers of the Notes
are
further subject to such conditions as may be agreed between them
and/or as
is specified in the arrangements in place between them.
|
|||||
|
(iv)
|
Description
of the application process:
|
A
prospective Noteholder will purchase the Notes in accordance with
the
arrangements in place between the relevant Manager and its customers
or
the relevant Placer and its customers, relating to the purchase of
securities generally. Noteholders (other than Managers) will
not enter into any contractual arrangements directly with the Issuer
in
connection with the offer or purchase of the Notes.
|
|||||
|
(v)
|
Description
of possibility to reduce subscriptions and the manner for refunding
excess
amount paid by applicants:
|
Not
Applicable
|
|||||
|
(vi)
|
Details
of the minimum and/or maximum amount of application (whether in number
of
Notes or aggregate amount to invest):
|
There
are no pre-identified allotment criteria. The Managers and the
Placers will adopt allotment and/or application criteria in accordance
with customary market practices and applicable laws and regulations
and/or
as otherwise agreed between them.
|
|||||
|
(vii)
|
Method
and time limits for paying up the Notes and for delivery of the
Notes:
|
The
Notes will be sold by the Issuer to the Managers on a delivery versus
payment basis on the Issue Date. Prospective Noteholders will
be notified by the relevant Manager or Placer of their allocations
of
Notes and the settlement arrangements in respect
thereof.
|
|||||
|
(viii)
|
Manner
and date in which results of the offer are to be made
public:
|
Not
Applicable
|
|||||
|
(ix)
|
Procedure
for exercise of any right of pre-emption, negotiability of subscription
rights and treatment of subscription rights not exercised:
|
Not
Applicable
|
|||||
|
(x)
|
Details
of any tranche(s) reserved for certain countries:
|
Not
Applicable
|
|||||
|
(xi)
|
Process
for notification to applicants of the amount allotted and indication
whether dealing may begin before notification is made:
|
Prospective
Noteholders will be notified by the relevant Manager or Placer in
accordance with the arrangements in place between such Managers or
Placers
and its customers. Any dealings in the Notes which take place will
be at
the risk of prospective Noteholders.
|
|||||
|
(xii)
|
Amount
of any expenses and taxes specifically charged to the
Noteholders:
|
Not
Applicable
|
|||||
|
(xiii)
|
Name(s)
and address(es), to the extent known to the Issuer, of the
Placers in the various countries where the offer takes
place:
|
[None
known to the Issuer][specify]
(11)
|
|||||
Notes:
(1) Only
include details of a Supplementary Offering Circular/Prospectus in which the
Conditions have been amended for the purposes of all future issues under the
Programme.
(2) Article 14.2
of the Prospectus Directive provides that a Prospectus is deemed available
to
the public when, inter alia, made available (i) in printed form free of
charge at the offices of the market on which securities are being admitted
to
trading; or (ii) at the registered office of the Issuer and at the offices
of the financial intermediaries placing or selling the securities, including
Paying Agents; or (iii) in an electronic form on the Issuer's website; or
(iv) in an electronic form on the website of the regulated market where the
admission to trading is sought. Article 16 of the Prospectus Directive
requires that the same arrangements are applied to Supplementary
Prospectuses.
(3) Section 6:
Where the Notes have a maturity of less than one year and the issue proceeds
are
to be accepted in the United Kingdom, such Notes will be subject to section
19
FSMA unless their denomination is £100,000 or more (or its equivalent in other
currencies) and they are only issued to “professionals” within
Article 9(2)(a) of the Financial Services and Markets Act (Regulated
Activities) Order 2001. Add the following language:
“Notes
(including Notes denominated in
Sterling) in respect of which the issue proceeds are to be accepted by the
Issuer in the United Kingdom or whose issue otherwise constitutes a
contravention of section 19 FSMA and which have a maturity of less than one
year
must have a minimum redemption value of £100,000 (or its equivalent in other
currencies).”
(4) If
the Final Redemption Amount is other than 100 per cent. of the nominal value
the
Notes will be derivative securities for the purposes of the Prospectus Directive
and the requirements of Annex XII to the Prospectus Directive Regulation will
apply and the Issuer will prepare and publish a supplement to the
Prospectus.
(5) If
setting notice periods which are different to those provided in the terms and
conditions, Issuers are advised to consider the practicalities of distribution
of information through intermediaries, for example, clearing systems and
custodians, as well as any other notice requirements which may apply, for
example, as between the Issuer and its fiscal agent.
(6) Consider
the circumstances in which the items specified below need to be completed or
marked “Not Applicable” by reference to the requirement of the relevant home
and/or host Member States where any non-exempt public offer is being made,
in
compliance with the Prospectus Directive, as implemented in such Member
States.
(7) Specify
only the jurisdictions where public offers may be made.
(8) Assumes
a syndicated transaction. If not a syndicated transaction – describe
the dealer and the dealer agreement and replace references to Managers and
Syndicate Purchase Agreement throughout.
(9) Any
period longer than the Issue Date needs to be negotiated in advance of mandate
as that extends the period when supplements will be required to be made for
new
information.
(10) Only
required if Germany is included as a Public Offer Jurisdiction.
(11) If
the Issuer is unaware of the identity of the Placers then insert “none known to
the Issuer”. Otherwise insert the names (and addresses) of those that are known
and include the following reference “(other Placers may become involved but as
at the date of these Final Terms these are the only ones known to the
Issuer)”.
* Required
for derivative securities to which Annex XII of the Prospectus Directive
Regulation applies. See footnote 4 above.
ANNEX
C TO APPENDIX D
FORM
OF PURCHASER’S CONFIRMATION TO THE ISSUER
[Date]
|
To:
|
[Toyota
Motor Finance (Netherlands) B.V.]
|
|
|
[Toyota
Credit Canada Inc.]
|
|
|
[Toyota
Finance Australia Limited]
|
|
|
[Toyota
Motor Credit Corporation]
|
|
c.c.
|
[AGENT]
|
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
CREDIT CANADA INC.]
[TOYOTA
FINANCE AUSTRALIA LIMITED]
[TOYOTA
MOTOR CREDIT CORPORATION]
[Title
of
relevant Tranche of Notes (specifying type of Notes)]
issued
pursuant to the €40,000,000,000 Euro Medium Term Note Programme of Toyota Motor
Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia
Limited and Toyota Motor Credit Corporation
We
hereby
confirm the agreement for the issue to us of [describe issue] Notes due
[ ] (the Notes) under the above Programme
pursuant to the terms of issue set out in the Final Terms which we are faxing
herewith.
In
connection with our purchase of such Notes, we:
|
|
1.
|
agree
with the Issuer for itself and as agent for the Dealers (each as
defined
in the Programme Agreement dated 28 September 2007 (the Programme
Agreement), that we will be bound by the provisions of the
Programme Agreement (a copy of which has been supplied to us), with
the
exception of Clauses 3 to 5 and 10 to 12 inclusive, as if we had
been
named as Dealer therein; and
|
|
|
2.
|
confirm
that, where the Issuer authorises us to provide copies of documents
and to
make representations and statements in connection with the issue
of Notes,
such authorisation relates only to the documents, statements and
representations in Clause 7 of the Programme Agreement, subject to
the
limitations contained in that
Clause.
|
[The
selling commission in respect of the Notes will be
[ ] per cent. of the nominal amount of the Notes
and will be deductible from the net proceeds of the issue.]
The
Notes
are to be credited to [Euroclear/Clearstream, Luxembourg] account number
[ ]
in the name of [Name of Purchaser].
[Insert
if Final Terms relate to an Issue of Notes with a Specified Denomination of
less
than €50,000 (or its equivalent) to be admitted to trading on an EEA regulated
market and/or offered on an exempt basis in the EEA
In
addition, as set out in Appendix 2 of the Programme Agreement (and for the
avoidance of doubt, the following provisions are Selling Restrictions with
respect to the Notes and part of the Programme Agreement for the purposes of
the
issue of the Notes):
|
|
(a)
|
we
represent and agree, that we have not offered or sold and we will
not
offer or sell, whether through financial intermediaries or otherwise,
any
such Notes to the public in any EEA Member State by means of the
Offering
Circular or Prospectus, the applicable Final Terms or any other document,
other than to qualified investors (as defined in the Prospectus
Directive);
|
|
|
(b)
|
we
acknowledge that no action has been taken by the Issuer or any other
person that would, or is intended to permit an offer to the public
of any
such Notes in any country or jurisdiction at any time where any such
action for that purpose is required;
and
|
|
|
(c)
|
we
undertake that we will not, directly or indirectly, offer or sell
any such
Notes or distribute or publish any offering circular, prospectus,
form of
application, advertisement or other document or information in any
country
or jurisdiction except under circumstances that will result in compliance
with any applicable laws and regulations and all offers and sales
of any
such Notes by us will be made on the same terms, and provided that
no such
offer or sale of Notes by us, whether through financial intermediaries
or
otherwise, shall require the Issuer, us or any such financial
intermediaries to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article
16 of
the Prospectus Directive.]
|
[Unless
otherwise defined in this letter, terms and expressions defined in the Agency
Agreement shall have the same meanings in this letter, except where the context
requires otherwise.]
This
letter is governed by, and shall be construed in accordance with, the laws
of
England.
Please
confirm your agreement to the terms of issue by signing and faxing to us a
copy
of the attached Final Terms. Please also fax a copy of the Final
Terms to the Agent.
For
and
on behalf of [Name of Purchaser]
|
By:
|
______________________
|
|
|
Authorised
signatory
|
ANNEX
D TO APPENDIX D
FORM
OF THE ISSUER’S CONFIRMATION TO AGENT AND PURCHASERS
[Date]
To:
The
Bank of New York
and:
[Name of Purchaser]
Toyota
Motor Finance (Netherlands) B.V.
Toyota
Credit Canada Inc.
Toyota
Finance Australia Limited
Toyota
Motor Credit Corporation
€40,000,000,000
Euro Medium Term Note Programme
We
hereby
confirm our telephone instruction to The Bank of New York as Agent to prepare,
complete, authenticate and issue a Temporary Global Note and/or a Permanent
Global Note in accordance with:
|
(a)
|
the
information contained in the confirmation from [Name of
Purchaser] (a copy of which is attached hereto);
and
|
|
(b)
|
the
terms of the Operating and Administrative Procedures Memorandum relating
to the above Programme,
|
and
to
give instructions to Euroclear or Clearstream, Luxembourg to credit the account
number [ ] of
[Name of Purchaser] with [Euroclear/Clearstream,
Luxembourg/other]* with the Notes
represented by such [Temporary Global Note/Permanent Global Note] against
payment to the account of The Bank of New York with [Euroclear/Clearstream,
Luxembourg/other]* of
[ ],
being the net subscription price of such Notes.
[Toyota
Motor Finance (Netherlands) B.V.]
[Toyota
Credit Canada Inc.]
[Toyota
Finance Australia Limited]
[Toyota
Motor Credit Corporation]
By:
_____________________________
[Form
of
Purchaser’s confirmation to be attached]
ANNEX
E TO APPENDIX D
TRADING
DESK INFORMATION
The
Issuers
TOYOTA
MOTOR FINANCE (NETHERLANDS) X.X.
Xxxxxx,
Xxxxxxxxxxxxxx 0000
1077
ZX
Amsterdam
The
Netherlands
Telephone
No: 00 00 000 0000
Fax
No:
00 00 000 0000
Attention:
Asako Sudo
TOYOTA
CREDIT CANADA INC.
00
Xxxxx
Xxxxx, Xxxxx 000
Xxxxxxx
Xxxxxxx
X0X 0X0
Xxxxxx
Telephone
No: 000 000 0000
Fax
No:
000 000 0000
Attention:
Executive Vice President
TOYOTA
FINANCE AUSTRALIA LIMITED
Xxxxx
0,
000 Xxxxxxx Xxxxxxx
Xx
Xxxxxxxx
XXX
0000
Xxxxxxxxx
Telephone
No: 00 0 0000 0000
Fax
No:
00 0 0000 0000
Attention:
Treasurer
TOYOTA
MOTOR CREDIT CORPORATION
00000
Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx,
Xxxxxxxxxx 00000
Telephone
No: (000) 000-0000
Fax
No:
(000) 000-0000
Attention:
Corporate Manager, Treasury
The
Dealers
|
XXXXXXX
XXXXX INTERNATIONAL
Xxxxxxx
Xxxxx Financial Centre 0 Xxxx Xxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
0000 000 0000 Telefax: 0207 995 2968
Attn:
EMTN Trading and Distribution Desk
|
BARCLAYS
BANK PLC
5
Xxx Xxxxx Xxxxxxxxx
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
Telephone:
0000 000 0000
Telefax:
0207 773 4876
Attn:
MTN Dealers
|
BNP
PARIBAS
00
Xxxxxxxx Xxxxxx
Xxxxxx
XX0 0XX
Telephone:
0000 000 0000
Telefax:
0207 595 2555
Attn:
MTN Desk
|
|
CANADIAN
IMPERIAL BANK OF COMMERCE, LONDON BRANCH
Xxxxxxx
Xxxxxx
Xxxxxxx
Xxxx
Xxxxxx
XX0 0XX
Telephone:
0000 000 0000
Telefax:
0207 234 6083
Attn:
Euro Medium Term Note Desk
|
CITIGROUP
GLOBAL MARKETS LIMITED
Citigroup
Centre
Canada
Square
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
Telephone:
0000 000 0000
Telefax:
0207 986 1929
Attn:
MTN Desk
|
CREDIT
SUISSE SECURITIES (EUROPE) LIMITED
One
Xxxxx Xxxxxx
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
Telephone:
0000 000 0000
Telefax:
0207 905 6128
Attn:
MTN Trading Desk
|
|
DAIWA
SECURITIES SMBC EUROPE LIMITED
0
Xxxx Xxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7597 8644
Attn:
Manager, Transaction Management
|
DEUTSCHE
BANK AG, LONDON BRANCH
Winchester
House
0
Xxxxx Xxxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
011 3336 2031
Attn:
MTN Trading Desk
|
DRESDNER
BANK AKTIENGESELLSCHAFT
Xxxxxx-Xxxxx-Xxxxx
0
X-00000
Xxxxxxxxx xx Xxxx
Xxxxxxx
Xxxxxxxx of Germany
Telephone:
x00 00 00000000
Telefax:
x00 00 0000 0000
Attn:
MTN-Desk
|
|
XXXXXXX
XXXXX INTERNATIONAL
Xxxxxxxxxxxx
Xxxxx
000
Xxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7774 5711
Attn:
Euro Medium Term Note Desk
|
HSBC
BANK PLC
0
Xxxxxx Xxxxxx
Xxxxxx
X00 0XX
Telephone:
000 0000 0000
Telefax:
020 7992 4973
Attn:
Transaction Management Group
|
X.X.
XXXXXX SECURITIES LTD.
000
Xxxxxx Xxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7777 9153
Attn:
Euro Medium Term Note Desk
|
|
MITSUBISHI
UFJ SECURITIES INTERNATIONAL PLC
0
Xxxxxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7577 2872
Attn:
Legal Department, Transaction Management
|
MIZUHO
INTERNATIONAL PLC
Xxxxxxx
Xxxxx
0
Xxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7236 0484
Attn:
MTN Trading Desk
|
XXXXXX
XXXXXXX & CO. INTERNATIONAL PLC
00
Xxxxx Xxxxxx
Xxxxxx
Xxxxx
Xxxxxx
X00 0XX
Telephone:
000 0000 0000
Telefax:
020 7677 7999
Attn:
Debt Capital Markets-Head of Transaction Management
Group
|
|
NOMURA
INTERNATIONAL PLC
Xxxxxx
Xxxxx
0
Xx. Xxxxxx’s-le-Grand
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7521 2616
Attn:
MTN Trading
|
ROYAL
BANK OF CANADA EUROPE LIMITED
00
Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7029 7927
Attn:
Euro Medium Term Note Desk
|
THE
TORONTO-DOMINION BANK
Triton
Court
00/00
Xxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax:
020 7628 1054
Attn:
Managing Director, Origination & Syndication
|
|
UBS
LIMITED
000
Xxxxxxxxx Xxxxxx
Xxxxxx
XX0X 0XX
Telephone:
000 0000 0000
Telefax: 020
7568 3349
Attn: MTNs
and Private Placements
|
APPENDIX E
FORM
OF THE NOTES
Each
Tranche of Notes in bearer form
will be initially issued in the form of a temporary global Note (a
“Temporary Global Note”) or, if so specified in the applicable Final
Terms, a permanent global Note (a “Permanent Global Note”) which, in
either case, will:
|
|
(i)
|
if
the global Notes are issued in new global note (“NGN”) form, as
stated in the applicable Final Terms, be delivered on or prior to
the
original issue date of the Tranche to a common safekeeper (the “Common
Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and
Clearstream Banking, société anonyme (“Clearstream, Luxembourg”);
and
|
|
|
(ii)
|
if
the global Notes are not issued in NGN form, as stated in the applicable
Final Terms, be delivered on or prior to the original issue date
of the
Tranche to a common depositary (the “Common Depositary”) for
Euroclear and Clearstream,
Luxembourg,
|
without
receipts, interest coupons or talons.
The
applicable Final Terms will specify
whether the Notes are to be held in a manner which will allow Eurosystem
eligibility. This means that the Notes are to be deposited with one
of the international central securities depositaries as Common Safekeeper and
not necessarily that the Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra-day credit operations by the Eurosystem
either upon issue or at any or all times during their life. Such
recognition will depend upon satisfaction of the Eurosystem eligibility
criteria.
If
the applicable Final Terms indicates
that the global Note is a NGN, the nominal amount of the Notes represented
by
such global Notes will be the aggregate from time to time entered in the records
of both Euroclear and Clearstream, Luxembourg. The records of Euroclear and
Clearstream, Luxembourg (which expression in such Global Note means the records
that each of Euroclear and Clearstream, Luxembourg holds for its customers
which
reflect the amount of each such customer’s interest in the Notes) will be
conclusive evidence of the nominal amount of Notes represented by such Global
Note and, for such purposes, a statement issued by Euroclear and/or Clearstream,
Luxembourg, as the case may be, stating that the nominal amount of Notes
represented by such Global Note at any time will be conclusive evidence of
the
records of Euroclear and/or Clearstream, Luxembourg at that time, as the case
may be.
While
any Note is represented by a
Temporary Global Note, payments of principal and interest (if any) due prior
to
the Exchange Date (as defined below) will be made (against presentation of
the
Temporary Global Note if the Temporary Global Note is not issued in NGN form)
only upon certification of non-U.S. beneficial ownership (in the form set out
in
the Temporary Global Note) as required by U.S. Treasury regulations to Euroclear
and/or Clearstream, Luxembourg.
On
and after the date which is 40 days
after completion of the distribution of the relevant Tranche of Notes or, at
the
option of the relevant Issuer (with the consent of the Lead Manager(s) of the
Tranche(s) of Notes of the relevant Series) the date which is 40 days after
completion of the distribution of any additional issuance or issuances of one
or
more Tranches of Notes of the same Series that occurs within the 40 day period
after the issue of the Temporary Global Note (the latest of such dates referred
to as the “Exchange Date”) but, if the Temporary Global Note is issued
in respect of a Tranche of Notes described as Partly Paid Notes in the
applicable Final Terms, only if the final instalment on all outstanding such
Notes has been paid, interests in the Temporary Global Note will be exchangeable
(free of charge) either for interests in a Permanent Global Note without
receipts, interest coupons or talons or for security-printed definitive Notes
(as indicated in the applicable Final Terms), in each case against certification
of non-U.S. beneficial ownership as required by U.S. Treasury regulations in
accordance with the terms of the Temporary Global Note. The holder of a
Temporary Global Note will not be entitled to collect any payment of interest
or
principal due on or after the Exchange Date unless, upon due certification,
exchange of the Temporary Global Note for an interest in a Permanent Global
Note
or for definitive Notes is improperly withheld or refused. Pursuant to the
Agency Agreement (as defined under “Terms and Conditions of the Notes”
below) the Agent shall arrange that, where a further Tranche of Notes is issued
after the Exchange Date, the Notes of such further Tranche shall be assigned
security code numbers by Euroclear and Clearstream, Luxembourg which are
different from the security code numbers assigned to Notes of any other Tranche
of the same Series until at least the expiry of the distribution compliance
period (as defined in Regulation S under the Securities Act) applicable to
the
Notes of such Tranche.
The
Permanent Global Note will, unless
otherwise agreed between the relevant Issuer and the relevant Dealer, if the
global Notes are issued in NGN form (to be eligible as collateral for Eurosystem
operations) as stated in the applicable Final Terms, be delivered on or prior
to
the original issue date of the Tranche to the Common Safekeeper for Euroclear
and Clearstream, Luxembourg. If the global Notes are not issued in
NGN form, the Permanent Global Note will be delivered to the Common Depositary
for Euroclear and Clearstream, Luxembourg.
Payments
of principal and interest (if
any) on a Permanent Global Note will be made through Euroclear and/or
Clearstream, Luxembourg (against presentation or surrender (as the case may
be)
of the Permanent Global Note if the Permanent Global Note is not issued in
NGN
form) without any requirement for certification.
A
Permanent Global Note will, if
specified in the applicable Final Terms, be exchanged in whole, but not in
part,
for security printed definitive Notes with, where applicable, receipts, interest
coupons and talons attached: (i) at the request of the relevant Issuer; (ii)
upon the Noteholders instructing Euroclear or Clearstream, Luxembourg or any
other agreed clearing system in which such Permanent Global Note is being held
to give at least 60 days’ written notice to the Agent, subject to the payment of
costs in connection with the printing and distribution of the definitive Notes,
if specified in the applicable Final Terms; and/or (iii) (free of charge) upon
the occurrence of an Exchange Event (as defined below).
For
these purposes, “Exchange
Event” means that (i) an Event of Default (as defined in Condition 9) has
occurred and is continuing; (ii) the relevant Issuer has been notified that
both
Euroclear and Clearstream, Luxembourg, or any other agreed clearing system
in
which such Permanent Global Note is being held, have been closed for business
for a continuous period of 14 days (other than by reason of holiday, statutory
or otherwise) or have announced an intention permanently to cease business
or
have in fact done so and, as a result, Euroclear and Clearstream, Luxembourg
or
such other agreed clearing system in which such Permanent Global Note is being
held are no longer willing or able to discharge properly their responsibilities
with respect to such Notes and the Agent and the relevant Issuer are unable
to
locate a qualified successor; or (iii) the relevant Issuer has or will become
subject to adverse tax consequences which would not be suffered were the Notes
represented by the Permanent Global Note in definitive form. The
relevant Issuer will promptly give notice to Noteholders in accordance with
Condition 16 if an Exchange Event occurs. In the event of the occurrence of
an
Exchange Event, Euroclear and/or Clearstream, Luxembourg and/or any other agreed
clearing system in which such Permanent Global Note is being held (acting on
the
instructions of any holder of an interest in such Permanent Global Note) may
give notice to the Agent requesting exchange and, in the event of the occurrence
of an Exchange Event as described in (iii) above, the relevant Issuer may also
give notice to the Agent requesting exchange. Any such exchange shall occur
not
later than 45 days after the date of receipt of the first relevant notice by
the
Agent.
If
a portion of the Notes continues to
be represented by the Temporary Global Note after the issuance of definitive
Notes, the Temporary Global Note shall thereafter be exchangeable only for
definitive Notes, subject to certification of non-U.S. beneficial
ownership.
No
definitive Note delivered in
exchange for a Permanent Global Note or a Temporary Global Note shall be mailed
or otherwise delivered to any locations in the United States of America in
connection with such exchange. Temporary Global Notes and Permanent Global
Notes
and definitive Notes will be issued by the Agent pursuant to the Agency
Agreement.
If
specified in the applicable Final
Terms, other clearance systems capable of complying with the certification
requirements set forth in the Temporary Global Note may be used in addition
to
or in lieu of Euroclear and Clearstream, Luxembourg, and any reference herein
to
Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits,
except in relation to Notes issued in NGN form, be deemed to include such other
additional or alternative clearing system.
Temporary
Global Notes and Permanent
Global Notes will be issued in bearer form only. Definitive Notes
will be issued in bearer form or, in the case of Notes issued by TCCI, if so
indicated in the applicable Final Terms, in registered form.
For
United States federal income tax
purposes each Temporary Global Note, each Permanent Global Note and each
definitive Note in bearer form which has an original maturity of more than
183
days and any interest coupon which may be detached therefrom (or, if the
obligation is evidenced by a book entry, appears in the book or record in which
the book entry is made) will carry the following legend:
“Any
United States person who holds
this obligation will be subject to limitations under the United States income
tax laws, including the limitations provided in sections 165(j) and 1287(a)
of
the Internal Revenue Code.”
The
sections referred to in such legend
provide that United States Noteholders, with certain exceptions, will not be
entitled to deduct any loss on Notes, receipts or interest coupons and will
not
be entitled to capital gains treatment of any gain on any sale, disposition
or
payment of principal in respect of Notes, receipts or interest
coupons.
The
following legend is required by the
United States information reporting and backup withholding rules and will appear
on all Temporary Global Notes, all Permanent Global Notes, all definitive Notes
in bearer form, receipts and interest coupons for Notes with maturities at
issuance of 183 days or less:
“By
accepting this obligation, the
holder represents and warrants that it is not a United States person (other
than
an exempt recipient described in Section 6049(b)(4) of the Internal Revenue
Code and the regulations thereunder) and that it is not acting for or on behalf
of a United States person (other than an exempt recipient described in
Section 6049(b)(4) of the Internal Revenue Code and the regulations
thereunder).”
Notes
in bearer form will be issued in
compliance with U.S. Treas. Reg. §1.163(c)(2)(i)(D) (the “D Rules”)
unless (i) the applicable Final Terms state that the Notes are issued in
compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the “C Rules”)
or (ii) the Notes are issued other than in compliance with the D Rules or the
C
Rules but in circumstances in which the Notes will not constitute “registration
required obligations” under the United States Tax Equity and Fiscal
Responsibility Act of 1982 (“TEFRA”), which circumstances will be
referred to in the applicable Final Terms as a transfer to which TEFRA is not
applicable; provided that Notes with maturities at issuance of 183 days or
less
that are intended to comply with United States Treasury Regulation section
1.6049-5(b)(10) will be issued in compliance with the D Rules (excluding the
certification requirement) and in a face amount or principal amount of not
less
than U.S.$500,000 (as determined based on the spot rate on the date of issuance
if in a foreign currency).
Notes
may be issued in registered form
(“Registered Notes”) by TCCI, subject to applicable laws and
regulations. Each Tranche of Registered Notes issued by TCCI will be represented
on issue by a registered global Note which will be deposited on the relevant
Issue Date with CDS and/or a depositary or common depositary for any other
agreed clearing system. Such registered global Note will not be
exchangeable for Registered Notes in definitive form except on an Exchange
Event
(as that term is defined in the registered global Note). With respect to each
Tranche of Registered Notes, TCCI has appointed, under a Note Agency Agreement
dated 28th September, 2007 (the “Note Agency Agreement”), a transfer
agent and registrar and a Canadian paying agent.
Notes
issued by any of TMF, TCCI or TFA
on or after the date of this Offering Circular and which will form a single
Series with Notes issued by TMF, TCCI or TFA, as the case may be, prior to
the
date of this Offering Circular shall be constituted by a trust deed last amended
and restated on 28th September, 2006 and made between (among others) TMF, TCCI,
TFA and Union Bank of California, N.A. as trustee and will be issued subject
to,
and with the benefit of, an agency agreement last amended and restated on 28th
September, 2006 and made between (among others) TMF, TCCI, TFA and JPMorgan
Chase Bank, N.A. (and the Agent is successor in business to JPMorgan Chase
Bank,
N.A.).
Notes
issued by TMCC on or after the
date of this Offering Circular which will form a single Series with Notes issued
by TMCC prior to the date of this Offering Circular will be issued subject
to,
and with the benefit of, an agency agreement last amended and restated on 28th
September, 2006 and made between (among others) TMCC and JPMorgan Chase Bank,
N.A. (and the Agent is successor in business to JPMorgan Chase Bank,
N.A.).
If
specified in the applicable Final
Terms, the relevant Issuer may use market standard definitions in the terms
and
conditions of any Notes, including those published by the International Swaps
and Derivatives Association.
Applicable
Final Terms
[See
Annex B to Appendix D (Form of Operating and Administrative Procedures
Memorandum) for the form of Final Terms.]
APPENDIX F
ADDITIONAL
DUTIES OF THE AGENT
In
relation to each Series of Notes that are New Global Notes, the Agent will
comply with the following provisions:
1. The
Agent will inform each of Euroclear and Clearstream, Luxembourg (the
ICSDs), through the common service provider appointed by the
ICSDs to service the Notes (the CSP), of the initial issue
outstanding amount (IOA) for each Tranche on or prior to the
relevant Issue Date.
2. If
any event occurs that requires a xxxx up or xxxx down of the records which
an
ICSD holds for its customers to reflect such customers’ interest in the Notes,
the Agent will (to the extent known to it) promptly provide details of the
amount of such xxxx up or xxxx down, together with a description of the event
that requires it, to the ICSDs (through the CSP) to ensure that the IOA of
the
Notes remains at all times accurate.
3. The
Agent will at least once every month reconcile its record of the IOA of the
Notes with information received from the ICSDs (through the CSP) with respect
to
the IOA maintained by the ICSDs for the Notes and will promptly inform the
ICSDs
(through the CSP) of any discrepancies.
4. The
Agent will promptly assist the ICSDs (through the CSP) in resolving any
discrepancy identified in the IOA of the Notes.
5. The
Agent will promptly provide to the ICSDs (through the CSP) details of all
amounts paid by it under the Notes (or, where the Notes provide for delivery
of
assets other than cash, of the assets so delivered).
6. The
Agent will (to the extent known to
it) promptly provide to the ICSDs (through the CSP) notice of any changes to
the
Notes that will affect the amount of, or date for, any payment due under the
Notes.
7. The
Agent will (to the extent known to it) promptly provide to the ICSDs (through
the CSP) copies of all information that is given to the holders of the
Notes.
8. The
Agent will promptly pass on to the relevant Issuer all communications it
receives from the ICSDs directly or through the CSP relating to the
Notes.
9. The
Agent will (to the extent known to it) promptly notify the ICSDs (through the
CSP) of any failure by the relevant Issuer to make any payment or delivery
due
under the Notes when due.
APPENDIX G
FORM
OF DEED POLL
(SUBSTITUTION
OF ISSUER)
This
Deed
Poll is made on [ ], 20[ ] by
[ ] (the Retiring
Issuer), a company incorporated in
[ ] and
[ ] (the Substitute
Issuer), a company incorporated in
[ ].
WHEREAS:
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(A)
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It
has been proposed that in respect of the [principal amount]
[description of Series] Notes due [maturity] (the
Notes) of the Retiring Issuer issued under the Euro
Medium Term Note Programme of, inter alia, the Retiring Issuer
there will be a substitution of the Substitute Issuer for the Retiring
Issuer as the issuer of the Notes (the
substitution).
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|
(B)
|
The
Notes have been issued under, and with the benefit of, an Agency
Agreement
(the Agency Agreement, which expression includes the same
as it may be amended, supplemented or restated from time to time)
dated 28
September 2007 between, inter alia, the Retiring Issuer, The Bank
of New York as agent and the other paying agents named
therein.
|
NOW
THIS DEED WITNESSES AS FOLLOWS:
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1.
|
References
herein to the Notes include any Global Note representing
the Notes and other expressions defined in the Notes and the Agency
Agreement have the same meaning in this Deed unless the context requires
otherwise.
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|
2.
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The
Substitute Issuer agrees that, with effect from and including the
date of
execution of this Deed Poll, all the other conditions to the substitution
contained in Condition 14 having been met, (the Effective
Date), it shall be deemed to be the “Issuer” for all purposes in
respect of the Notes[, the Receipts, the Coupons, the Talons] and
the
Agency Agreement insofar as it relates to the Notes, as fully as
if the
Substitute Issuer had been named in the Notes[, the Receipts, the
Coupons,
the Talons] and the Agency Agreement as the principal debtor in respect
of
them in place of the Retiring Issuer and, accordingly, it shall be
entitled to all the rights, and shall be subject to all the liabilities
and obligations, on the part of the Retiring Issuer contained in
them.
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|
3.
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With
effect from and including the Effective Date, the Retiring Issuer
is
released from all its liabilities and obligations as principal debtor,
in
its capacity as issuer of the Notes, contained in the Notes[, the
Receipts, the Coupons, the Talons] and the Agency Agreement insofar
as
they relate to the Notes.
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|
4.
|
With
effect from and including the Effective Date, the Conditions of the
Notes
and the provisions of the Agency Agreement relating to the Substitute
Issuer (but without altering such provisions insofar as they relate
to
notes issued pursuant to the Agency Agreement other than Notes) are
amended in the following ways:
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|
|
(a)
|
the
following sentence is added to the end of the fourth paragraph of
the
Conditions:
|
“The
Noteholders (as defined below) have the benefit of a Deed Poll (the Deed
Poll) dated
[ ] executed by
[insert appropriate reference to the Substitute Issuer] and the
[insert appropriate reference to the Retiring Issuer] [and a Credit
Support Agreement dated
[ ] between the
Substitute Issuer and [TFS][the Parent] executed in relation to the Notes [and
the Basic Agreement]].”
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|
[(b)
|
Where
the Substitute Issuer is subject generally to a taxing jurisdiction
differing from or in addition to the taxing jurisdiction to which
the
Retiring Issuer for which it shall have been substituted under Condition
14 was subject insert here an undertaking or covenant in terms
corresponding to Condition 7 with the substitution for or addition
to the
references to the taxing jurisdiction to which the Retiring Issuer,
as the
case may be, was subject of references to the taxing jurisdiction
or
additional taxing jurisdiction to which such Substitute Issuer, as
the
case may be, is subject and, in such case, specify that Condition
7 shall
be deemed to be modified accordingly when the substitution takes
effect.]
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5.
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The
Substitute Issuer represents, warrants and undertakes with each and
every
Noteholder, Couponholder and Relevant Account Holder that the Substitute
Issuer is solvent and that it has all corporate power, and has taken
all
necessary corporate or other steps including obtaining all necessary
governmental and regulatory approvals and consents for the substitution
and for the performance by the Substitute Issuer of its obligations
under
the Notes[, the Receipts, the Coupons and Talons] and the Agency
Agreement, to enable it to execute, deliver and perform this Deed,
and
that this Deed constitutes legal, valid and binding obligations of
the
Substitute Issuer enforceable in accordance with its terms, subject
to the
laws of bankruptcy, insolvency, reorganisation, moratorium or similar
laws
affecting creditors’
rights generally.
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6.
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The
Substitute Issuer agrees that the benefit of the undertakings and
the
covenants binding upon it contained in this Deed shall be for the
benefit
of each and every Noteholder, Couponholder and Relevant Account Holder
and
each Noteholder, Couponholder and Relevant Account Holder shall be
entitled severally to enforce such obligations against the Substitute
Issuer.
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7.
|
The
Retiring Issuer represents, and warrants with each and every Noteholder,
Couponholder and Relevant Account Holder that it has obtained all
necessary governmental and regulatory approvals and consents for
the
substitution.
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8.
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Duplicates
of this Deed shall be deposited with and held to the exclusion of
the
Substitute Issuer by the Relevant Clearing System and the Agent until
complete performance of the obligations contained in the Notes and
the
Agency Agreement relating to them occurs and the Substitute Issuer
hereby
acknowledges the right of every Noteholder, Couponholder and Relevant
Account Holder to production of this Deed and, upon request and payment
of
the expenses incurred in connection therewith, to the production
of a copy
hereof certified to be a true and complete
copy.
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9.
|
This
Deed may only be amended in the same way as the other Conditions
and the
Agency Agreement are capable of amendment under the Conditions and
Clause
28 of the Agency Agreement.
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10.
|
This
Deed shall be governed by, and construed in accordance with, English
law.
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11.
|
The
Substitute Issuer hereby irrevocably agrees for the exclusive benefit
of
the Noteholders, Couponholders and Relevant Account Holders that
the
courts of England are to have jurisdiction to settle any disputes
which
may arise out of or in connection with this Deed and that accordingly
any
suit, action or proceedings (together referred to as
Proceedings) arising out of or in connection with this
Deed may be brought in such courts. The Substitute Issuer
hereby irrevocably waives any objection which it may have to the
laying of
the venue of any Proceedings in any such courts and any claim that
any
such Proceedings have been brought in an inconvenient forum and hereby
further irrevocably agrees that a judgment in any Proceedings brought
in
the English courts shall be conclusive and binding upon the Substitute
Issuer and may be enforced in the courts of any other
jurisdiction. Nothing contained herein shall limit any right to
take Proceedings against the Substitute Issuer in any other court
of
competent jurisdiction, nor shall the taking of Proceedings in one
or more
jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not. [The Substitute
Issuer hereby appoints [Toyota Financial Services (UK) PLC of Great
Burgh,
Xxxxx Xxxxx, Xxxxx, Xxxxxx XX00 0XX] as its agent for service of
process
and agrees that, in the event of [Toyota Financial Services (UK)
PLC]
ceasing so to act or ceasing to be registered in England, it will
appoint
another person as its agent for service of process in England in
respect
of any Proceedings.]
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IN
WITNESS whereof this Deed has been executed by and on behalf of the
parties hereto as a Deed Poll as of the day and year first above
written.
[Signed
as a
deed )
by
[
] )
[being
duly
authorised )
attorney
of] [Substitute
Issuer] )
in
the
presence
of:] )
[U.K.
Substitute
Issuer )
acting
by
[name of
director] )
a
Director and [name
of )
director
or secretary]
[a )
Director]
[the
Secretary]] )
[Signed
as a
deed )
by
[
] )
being
duly
authorised )
attorney
of [Retiring
Issuer] )
in
the
presence
of: )
