Exhibit 10.10
CREDIT SUPPORT AGREEMENT
This Credit Support Agreement (the"Agreement") is made as of October 1, 2000
by and between
(1)TOYOTA FINANCIAL SERVICES CORPORATION, a Japanese corporation having its
prinicpal office at 23-22, Izumi 1-chrome, Higashi-ku, Nagoya City, Aichi
Prefecture, Japan ("TFS"); and
(2)TOYOTA MOTOR CREDIT CORPORATION, a U.S. corporation having its principal
office at 00000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, X.X.X.
("TMCC").
WHEREBY it is agreed as follows:
1.TFS will, directly or indirectly, own all of the outstanding shares of
capital stock of TMCC and will not directly or indirectly pledge or in any
way encumber or otherwise dispose of any such shares of stock so long as TMCC
has any outstanding bonds, debentures, notes and other investment securities
and commercial paper (hereafter "Securities"), unless required to dispose of
any or all such shares of stock pursuant to a court decree or order of any
governmental authority which, in the opinion of counsel to TFS, may not be
successfully challenged.
2.TFS will cause TMCC and TMCC's subsidiaries, if any, to have a consolidated
tangible net worth, as determined in accordance with generally accepted
accounting principles in the United States and as shown on TMCC's most recent
audited annual consolidated balance sheet, of at least U.S.$100,000 so long
as Securities are outstanding. Tangible net worth means the aggregate amount
of issued capital, capital surplus and retained earnings less any intangible
assets.
3.If TMCC at any time determines that it will run short of cash or other
liquid assets to meet its payment obligations on any Securities then or
subsequently to mature and that it shall have no unused commitments available
under its credit facilities with lenders other than TFS, then TMCC will
promptly notify TFS of the shortfall and TFS will make available to TMCC,
before the due date of such Securities, funds sufficient to enable it to pay
such payment obligations in full as they fall due. TMCC will use such funds
made available to it by TFS solely for the payment of such payment
obligations when they fall due.
4.This Agreement is not, and nothing herein contained and nothing done by TFS
pursuant hereto shall be deemed to constitute a guarantee, direct or
indirect, by TFS of any Securities.
5.This Agreement may be modified or amended only by the written agreement of
TFS and TMCC unless any holder of Securities has made a claim against TFS
pursuant to clause 7, in which case any modification or amendment shall be
subject to the consent of such a holder. No such modification or amendment
shall have any adverse effect upon any holder of any Securities outstanding
at the time of such modification or amendment. Either TFS or TMCC will
provide written notice to the other, with a copy to each statistical rating
agency that, upon the request of TMCC or TFS, has issued a rating in respect
of TMCC or any Securities (hereafter a "Rating Agency"), 30 days prior to
such proposed modification or amendment.
6.Either TFS or TMCC may terminate this Agreement upon 30 days written notice
to the other, with a copy to each Rating Agency, subject to the limitation
that termination will not take effect until or unless (i) all Securities
issued on or prior to the date of such termination notice have been repaid or
(ii) each Rating Agency has confirmed to TMCC that the debt ratings of all
such Securities will be unaffected by such termination.
7.This Agreement is executed for the benefit of the holders of Securities and
such holders may rely on TFS's observance of the provisions of this
Agreement. TFS and TMCC hereby agree that the holders of Securities shall
have the right to claim directly against TFS to perform any of its
obligations under this Agreement. Such claim shall be made in writing with a
declaration to the effect that such a holder will have recourse to the rights
given under this Agreement. If TFS receives such a claim from any holder of
Securities, TFS shall indemnify, without any further action or formality,
such a holder against any loss of damage arising out of or as a result of the
failure to perform any of its obligations under this Agreement. The holder
of Securities who made the claim may enforce such indemnity directly against
TFS. In relation to any Securities in respect of which a trustee has been
appointed to act for the holders of such Securities, such trustee may make
the above mentioned claim in favor of the holders of Securities directly
against TFS and, where appropriate, it may enforce the indemnity against TFS
in favor of such holders. Provided that, if the trustee, having become bound
to proceed directly against TFS, fails to do so within a reasonable period
thereafter to protect the interests of the holders of such Securities, and
such failure shall be continuing, the holders of such Securities may take
actions available under this clause.
8.This Agreement shall be governed by, and construed in accordance with, the
laws of Japan. TFS and TMCC hereby irrevocably submit to the jurisdiction of
the Tokyo District Court over any action or proceeding arising out of this
Agreement.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the day and year first above written.
TOYOTA FINANCIAL SERVICES CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------
Name: Xxxxxx Xxxxx
Title: Representative Director
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------
Name: Xxxxxx Xxxxx
Title: Representative Director
