Exhibit 10.9(d)
[EXECUTION COPY]
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 24, 1996
among TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed on
the signature pages hereof (the "Banks") and XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Agent (the "Agent").
W I T N E S E T H :
WHEREAS, the parties hereto have heretofore entered into a Three-
Year Credit Agreement dated as of September 29, 1994, as amended by Amendment
No. 1 to Credit Agreement dated as of September 28, 1995 (the "Agreement");
and
WHEREAS, the parties hereto desire to amend the Agreement as set
forth herein and to restate the Agreement in its entirety to read as set forth
in the Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
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specifically defined herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement. Each
reference to "hereof", "hereunder", "herein" and "hereby" and each other
similar reference and each reference to "this Agreement" and each other
similar reference contained in the Agreement shall from and after the date
hereof refer to the Agreement as amended hereby.
SECTION 2. Amendment of the Agreement.
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(a) Each reference to "1994" in the definition of "Borrower's 1994
Form 10-K" and in Section 4.04(a) is changed to "1995".
(b) Each reference to "1995" in the definition of "Borrower's
Latest Form 10-Q" and in Sections 4.04(b) and (c) is changed to "1996".
(c) The date "September 29, 2000" appearing in the definition of
"Termination Date" is changed to "September 24, 2001".
(d) The definition of "CD Margin" in Section 2.07(b) is amended to
read as follows:
"CD Margin" means 0.225% per annum.
(e) The term "Euro-Dollar Margin" in Section 2.07(c) is amended to
read as follows:
"Euro-Dollar Margin" means 0.10% per annum.
(f) The first sentence of Section 2.08 is amended to read in its
entirety as follows:
The Borrower shall pay to the Agent for the account of the Banks
ratably a facility fee at the rate of 0.05% per annum.
SECTION 3. Changes in Commitments. With effect from and
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including the date this Amended and Restated Credit Agreement becomes
effective in accordance with Section 5 hereof, the Commitment of each Bank
shall be the amount set forth opposite the name of such Bank on the signature
pages hereof, as such amount may be reduced from time to time pursuant to
Section 2.09 of the Agreement. Any Bank whose commitment is changed to zero
shall upon such effectiveness cease to be a Bank party to the Agreement, and
all accrued fees and other amounts payable under the Agreement for the account
of such Bank shall be due and payable on such date; provided that the
provisions of Section 9.03 of the Agreement shall
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continue to inure to the benefit of each such Bank.
SECTION 4. Governing Law. This Amended and Restated Credit
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Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
SECTION 5. Counterparts; Effectiveness. This Amended and
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Restated Credit Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amended and Restated Credit
Agreement shall become effective as of the date hereof when the Agent shall
have received duly executed counterparts hereof signed by the Borrower and the
Banks (or, in the case of any party as to which an executed counterpart shall
not have been received, the Agent shall have received telegraphic, telex or
other written confirmation from such party of execution of a counterpart
hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Credit Agreement to be duly executed as of the date first above
written.
TOYOTA MOTOR CREDIT CORPORATION
By /S/ XXXXXXXX XXXX
----------------------------
Title: Senior Vice President
and General Manager
Commitments
-----------
$100,000,000 XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /S/ XXXXX X. X'XXXXX
----------------------------
Title: Vice President
$100,000,000 BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By /S/ XXXX X. XXXXX
----------------------------
Title: Vice President
$100,000,000 THE BANK OF TOKYO-MITSUBISHI,
LTD., LOS ANGELES BRANCH
By /S/ XXXXXXX XXXX
----------------------------
Title: Deputy General Manager
$100,000,000 THE CHASE MANHATTAN BANK
By /S/ XXXXXXX XXXX
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Title: Vice President
3
$100,000,000 CITICORP USA, INC.
By /S/ XXXXX X. XXXXXXXX
----------------------------
Title: Global Risk Manager
$100,000,000 CREDIT SUISSE
By /S/ XXXX X. XXXXXXX
----------------------------
Title: Associate
By /S/ XXXXXXX XXXXXXXXXX
----------------------------
Title: Member of Senior
Management
$40,000,000 ABN AMRO BANK N.V.
LOS ANGELES INTERNATIONAL BRANCH
By: ABN AMRO North America, Inc.,
as Agent
By /S/ XXXXX X. XXXXXXX
----------------------------
Title: Vice President/Director
By /S/ XXXX X. XXXXXXX
----------------------------
Title: Vice President
4
$40,000,000 BANQUE PARIBAS
By /S/ XXXXX X. XXXXXXX
----------------------------
Title: Vice President
By /S/ XXXXX XXXXXXX
----------------------------
Title: Vice President
$40,000,000 BARCLAYS BANK PLC
By /S/ XXXXX XXXXXX
----------------------------
Title: Director
$40,000,000 DEUTSCHE BANK AG LOS ANGELES
AND/OR CAYMAN ISLANDS BRANCHES
By /S/ XXXX XXXXX
----------------------------
Title: Associate
By /S/ J. XXXXX XXXXXX
----------------------------
Title: Vice President
$40,000,000 THE LONG-TERM CREDIT BANK
OF JAPAN, LTD., LOS ANGELES AGENCY
By /S/ XXXXXX XXXXXXX
----------------------------
Title: Deputy General Manager
5
$40,000,000 THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By /S/ XXXXXXX XXXXXXXX
----------------------------
Title: General Manager
$40,000,000 THE SANWA BANK, LIMITED
By /S/ XXXXX XXXXXXXXX
----------------------------
Title: Assistant Vice President
$40,000,000 SWISS BANK CORPORATION,
NEW YORK BRANCH
By /S/ XXXXXXXXX X. XXX
----------------------------
Title: Associate Director
By /S/ XXXXXX X. XXXXXXX
----------------------------
Title: Associate Director
Banking Finance Support,
N.A.
$40,000,000 THE TOKAI BANK, LIMITED
LOS ANGELES AGENCY
By /S/ XXXXXXX XXXXXXXXX
----------------------------
Title: Assistant General
Manager
6
$40,000,000 UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By /S/ X. X. XXXXXXXX
----------------------------
Title: Vice President
By /S/ XXXXXXX XXXXXXXXX
----------------------------
Title: Vice President
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Total Commitments
$1,000,000,000
==============
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /S/ XXXXX X. X'XXXXX
----------------------------
Title: Vice President
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