FIFTH AMENDED AND RESTATED AGENCY AGREEMENT
BY AND AMONG
TOYOTA MOTOR CREDIT CORPORATION
AS ISSUER
-AND-
JPMORGAN CHASE BANK, N.A.
AS AGENT
-AND-
X.X. XXXXXX BANK LUXEMBOURG S.A.
AS PAYING AGENT
DATED AS OF SEPTEMBER 30, 2005
IN RESPECT OF A
U.S.$20,000,000,000
EURO MEDIUM-TERM NOTE PROGRAM
TABLE OF CONTENTS
PAGE
1. DEFINITIONS AND INTERPRETATIONS......................................2
2. APPOINTMENT OF AGENT AND PAYING AGENTS...............................7
3. ISSUE OF TEMPORARY GLOBAL NOTES......................................8
4. ISSUE OF PERMANENT GLOBAL NOTES......................................9
5. ISSUE OF DEFINITIVE NOTES...........................................10
6. EXCHANGES...........................................................11
7. TERMS OF ISSUE......................................................11
8. PAYMENTS............................................................13
9. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES................15
10. NOTICE OF ANY WITHHOLDING OR DEDUCTION..............................16
11. DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION.............17
12. PUBLICATION OF NOTICES..............................................17
13. CANCELLATION, RESALE AND REISSUANCE OF NOTES, RECEIPTS,
COUPONS AND TALONS.................................................17
14. ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS............19
15. COPIES OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR
INSPECTION..........................................................20
16. COMMISSIONS AND EXPENSES............................................20
17. INDEMNITY...........................................................21
18. REPAYMENT BY THE AGENT..............................................21
19. CONDITIONS OF APPOINTMENT...........................................21
20. COMMUNICATION BETWEEN THE PARTIES...................................23
21. CHANGES IN AGENT AND PAYING AGENTS..................................23
22. MERGER AND CONSOLIDATION............................................25
23. NOTIFICATIONS.......................................................25
24. CHANGE OF SPECIFIED OFFICE..........................................26
25. NOTICES.............................................................26
26. TAXES AND STAMP DUTIES..............................................26
27. CURRENCY INDEMNITY..................................................26
28. AMENDMENTS: MEETINGS OF HOLDERS....................................27
29. CALCULATION AGENCY AGREEMENT........................................29
30. REDENOMINATION AND EXCHANGE.........................................29
31. DESCRIPTIVE HEADINGS................................................32
32. GOVERNING LAW.......................................................32
33. COUNTERPARTS........................................................32
APPENDICES
Page
APPENDIX A
Terms and Conditions of the Notes...........................................A-1
APPENDIX B
Forms of Global and Definitive Notes, Coupons, Receipts
and Talons..................................................................B-1
Appendix B-1--Form of Temporary Global Notes..............................-1--1
Schedule One--Part I--Interest Payments.........................B-1--6
Schedule One--Part II--Installment Payments.....................B-1--7
Schedule Two--Schedule of Exchanges for Notes
Represented by a Permanent Global Note or Definitive Notes,
or Redemptions or Purchases and Cancellations.....................1--8
Schedule Three--Form of Certificate to be Presented
by Appropriate Clearing System....................................1--9
Certificate "A"--Form of Certificate to be Presented
to Appropriate Clearing System.....................................-11
Appendix B-2--Form of Permanent Global Note...............................-2--1
Schedule One--Part I--Interest Payments.........................B-2--6
Schedule One--Part II--Installment Payments.....................B-2--7
Schedule Two--Schedule of Exchanges of a Temporary
Global Note and for Definitive Notes, or Redemptions or
Purchases and Cancellations.......................................2--9
Appendix B-3--Definitive Note.............................................-3--1
Appendix B-4--Form of Coupon..............................................-4--1
Appendix B-5--Form of Receipt.............................................-5--1
Appendix B-6--Form of Talon...............................................-6--1
APPENDIX C
Form of Calculation Agency Agreement........................................C-1
APPENDIX D
Form of Operating & Administrative Procedures Memorandum....................D-1
Annex A--Settlement Procedures.....................................D-3
Annex B to Appendix D--Form of Final Terms.........................D-6
Annex C--Form Letter from Lead Manager/Dealer.....................D-20
Annex D--Trading Desk Information.................................D-21
APPENDIX E
Form of the Notes..........................................................E-1
FIFTH AMENDED AND RESTATED AGENCY AGREEMENT
in respect of a
EURO MEDIUM-TERM NOTE PROGRAM
WHEREAS, the Company has entered into the Fifth Amended and Restated Program
Agreement dated September 30, 2005 (the "Program Agreement") with Xxxxxxx Xxxxx
International, BNP Paribas, Credit Suisse First Boston (Europe) Limited,
Dresdner Bank Aktiengesellschaft, X.X. Xxxxxx Securities Ltd., Xxxxxx Xxxxxxx &
Co. International Limited, Nomura International plc, and UBS Limited (the
"Dealers") pursuant to which the Company may issue notes (the "Notes") in an
aggregate principal amount of up to U.S.$20,000,000,000 (or its equivalent in
other currencies or currency units) outstanding at any time;
WHEREAS, the Company entered into an Agency Agreement dated October 30, 1992
with JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as
agent (the "Agent") and X.X. Xxxxxx Bank Luxembourg S.A. (formerly known as
Chase Manhattan Bank Luxembourg S A.), as paying agent (the "Paying Agent") in
connection with the issuance of Notes under the Program Agreement (the "Original
Agreement"), which Original Agreement was amended by Amendment No. 1 dated July
26, 1993;
WHEREAS, the Company entered into an Amended and Restated Agency Agreement dated
July 28, 1994 with the Agent and the Paying Agent, as amended by Amendment No. 1
dated as of July 27, 1995 and Amendment No. 2 dated July 19, 1996 (the "First
Amended and Restated Agency Agreement");
WHEREAS, the Company entered into a Second Amended and Restated Agency Agreement
dated July 24, 1997 with the Agent and the Paying Agent, as amended by Amendment
No. 1 dated July 24, 1998, Amendment No. 2 dated July 23, 1999, and Amendment
No. 3 dated July 28, 2000 (as amended, the "Second Amended and Restated Agency
Agreement");
WHEREAS, the Company entered into a Third Amended and Restated Agency Agreement
dated October 4, 2000 with the Agent and the Paying Agent, as amended by
Amendment No. 1 dated October 3, 2001 (as amended, the "Third Amended and
Restated Agency Agreement"); and
WHEREAS, the Company entered into a Fourth Amended and Restated Agency Agreement
dated October 1, 2002 with the Agent and the Paying Agent, as amended by
Amendment No. 1 dated September 30, 2003 and Amendment No. 2 dated September 29,
2004 (as amended, the "Fourth Amended and Restated Agency Agreement"); and
WHEREAS, as permitted by Clause 28 of the Fourth Amended and Restated Agency
Agreement, the parties desire to amend and restate in its entirety the Fourth
Amended and Restated Agency Agreement.
NOW, THEREFORE, BE IT RESOLVED that the Fourth Amended and Restated Agency
Agreement is hereby amended and restated in its entirety to read as follows:
THIS FIFTH AMENDED AND RESTATED AGENCY AGREEMENT (the "Agreement") is made as of
September 30, 2005 BY AND AMONG:
(1) Toyota Motor Credit Corporation of Torrance, California, U.S.A. (the
"Company");
(2) JPMorgan Chase Bank, N.A. of Xxxxxxx Xxxxx, 0 Xxxxxx Xxxx Xxxxxx,
Xxxxxx X0X 0XX (the "Agent", which expression shall include any
successor agent appointed in accordance with Clause 21); and
(3) X.X. Xxxxxx Bank Luxembourg S.A. of 0 xxxxx xx Xxxxxx, X-0000
Xxxxxxxxxxxxx (Municipality of Niederanven), Luxembourg (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).
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 issuance of such Note as contemplated in
Clause 2 of the Program Agreement, which in the case of Notes issued on
a syndicated basis shall be the date the applicable Syndicate Purchase
Agreement, the form of which is attached as Appendix F to the Program
Agreement, is signed by all parties;
"Arranger" means Xxxxxxx Xxxxx International, and any company appointed
to the position of arranger for the Program, and references in this
Agreement to the Arranger shall be references to all of them;
"BALO" means the Bulletin des Annonces Legales Obligatoires;
"Base Prospectus" means, as of any Agreement Date, any base prospectus,
including the Offering Circular and the documents specifically referred
to therein as constituting a base prospectus but excluding any
documents incorporated by reference that are not expressly stated as
being incorporated by reference into such base prospectus, with regard
to the issue by the Company 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);
"Clearstream" and "Clearstream, Luxembourg" means Clearstream Banking,
societe 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 Company, the Agent and the
relevant Purchaser or Purchasers as from time to time;
"Coupon" has the meaning ascribed thereto in the Conditions;
"Dealer" means each of Xxxxxxx Xxxxx International, BNP Paribas,
Credit Suisse First Boston (Europe) Limited, Dresdner Bank
Aktiengesellschaft, X.X. Xxxxxx Securities Ltd., Xxxxxx Xxxxxxx &
Co. International Limited, Nomura International plc, and UBS
Limited, and any other entities appointed as dealers from time to
time pursuant to the Program Agreement;
"Definitive Note" means a Note in definitive form substantially in the
form set out in Appendix B-3 hereto (or in such other form as may be
agreed between the Company, the Agent and the relevant Purchaser or
Purchasers) issued or to be issued by the Company pursuant to this
Agreement in exchange for the whole or part of a Temporary Global or a
Permanent Global Note;
"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;
"Euro", "euro" and "(euro)" mean the currency introduced at the start
of the third stage of European economic and monetary union pursuant to
the Treaty;
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system;
"Final Terms" means the Final Terms issued in relation to each Series
of Notes (substantially in the form of Annex B to the Procedures
Memorandum) as a supplement to the Offering Circular and giving details
of that Tranche;
"FSMA" means the Financial Services and Markets Xxx 0000 of the United
Kingdom, as amended;
"Global Note" means a Temporary Global Note or a Permanent Global Note;
"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 Program Agreement,
being in the case of any Note in the form of a Definitive Note, the
same date as the date of issue of the Global Note which initially
represented such Note;
"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 Company may from time to time appoint for
purposes of liaising with such Stock Exchange or other relevant
authority;
"Listing Rules" means:
(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 be transferred;
"Member State" means a member state of the European Union;
"Note" means any note issued or to be issued by the Company pursuant to
the Program Agreement, which Note may be represented by a Global Note
or a Definitive Note;
"Noteholders" means the several persons who are for the time being
holders of outstanding Notes save that for so long as any of the Notes
are represented by a Global Note, each person who is for the time being
shown in the records of Euroclear, Clearstream, or such other
applicable clearing agency as the holder of a particular principal
amount of such Notes (other than a clearing agency (including
Clearstream and Euroclear) that is itself an account holder of
Clearstream, Euroclear or any other applicable clearing agency for a
Series of Notes) (in which regard any certificate or other document
issued by Euroclear, Clearstream 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 Company, the Agent
and any other 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 Company, the Agent and any other
Paying Agent, solely in the bearer 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 Program
which, excluding all documents incorporated by reference that are not
expressly stated as being incorporated by reference into the Base
Prospectus, will constitute a base prospectus for the purposes of
Article 5.4 of the Prospectus Directive, as revised, supplemented,
amended or updated from time to time, including in relation to each
Tranche of Notes, the Final Terms relating to such Tranche, and such
other documents as are from time to time incorporated therein by
reference;
"Official List" has the meaning ascribed thereto in section 103 of
the FSMA;
"Outstanding" means, in relation to the Notes, all the Notes issued
other than (a) those which have been redeemed in full in accordance
with this Agreement or the Conditions, (b) those in respect of which
the date for redemption 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 (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
which have become void under Condition 15, (d) those which have been
purchased or otherwise acquired and cancelled as provided in Condition
5 and those which have been purchased or otherwise acquired and are
being held by the Company for subsequent resale or reissuance as
provided in Condition 5 during the time so held, (e) those mutilated or
defaced Notes which have been surrendered in exchange for replacement
Notes pursuant to Condition 14, (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 14 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 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 Global Note substantially in the form
set out in Appendix B-2 hereto (or in such other form as may be agreed
between the Company, the Agent and the relevant Purchaser or
Purchasers) comprising Notes issued or to be issued by the Company in
exchange for the whole or part of a Temporary Global Note issued in
respect of the Notes of the same Series;
"Procedures Memorandum" means the Operating & Administrative
Procedures Memorandum attached as Appendix D to this Agreement as
amended or varied from time to time by agreement between the parties
hereto with written approval of the Agent.
"Program" means the Euro Medium-Term Note Program established by
the Program Agreement;
"Program Agreement" means the Fifth Amended and Restated Program
Agreement dated September 30, 2005 between the Company and the Dealers
concerning the purchase of Notes to be issued by the Company and
includes any subsequent amendment or supplement thereto;
"Prospectus Directive" means Directive 2003/71/EC;
"Prospectus Rules" means (i) in the case of Notes which are, or
are to be, admitted to the Official List and admitted to trading
on the London Stock Exchange, the prospectus rules made under the
FSMA; and (ii) in the case of Notes which are, or are to be, listed on
a Stock Exchange other than the London Stock Exchange, the legal
provisions and/or the rules and regulations relating to prospectuses
for the time being in force for that Stock Exchange;
"Purchaser" means a Dealer or any third party other than a dealer (as
defined in Section 2(12) of the United States Securities Act of 1933,
as amended), who agrees to purchase Notes pursuant to the Program
Agreement and references to a relevant Purchaser or Purchasers mean in
relation to any Note, the Purchaser or Purchasers to whom the Company
has agreed to issue and sell 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 Company 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;
"Series" means all Notes which are denominated in the same currency
and which have the same Maturity Date, Interest Basis,
Redemption/Payment Basis and interest payment dates (if any)
(all as indicated in the applicable Final Terms)and the terms of which
(except for the Issue Date or Interest Commencement Date(as the case
may be) and/or the Issue Price (all as indicated as aforesaid)) are
otherwise identical (including whether or not the Notes are listed);
and the expressions "Notes of the relevant Series" and "holders of
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 Official List, the London Stock Exchange or
any other or further stock exchange(s) or relevant authority on which
any Notes may from time to time be listed or admitted to trading; 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 System;
"Temporary Global Note" means a Global Note substantially in the form
set out in Appendix B-1 hereto (or in such other form as may be agreed
between the Company, the Agent and the relevant Purchaser or
Purchasers) comprising Notes issued or to be issued by the Company
pursuant to the Program Agreement and issued in respect of the Notes of
the same Series;
"Tranche" means all Notes of the same Series with the same Issue Date
and Interest Commencement Date;
"Treaty" means the Treaty establishing the European Community, as
amended by the Treaty on Economic Union;
"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.
(2) Terms and expressions (including the definitions of
currencies or composite currencies) defined in the
Conditions or Appendices or used in the applicable
Final Terms shall have the same meanings in this
Agreement, except where the context requires
otherwise.
(3) Any references to Notes shall, unless the context
otherwise requires, include any Temporary Global
Notes, Permanent Global Notes and Definitive Notes.
(4) As used herein, in relation to any Notes which are to
have a "listing" or to be "listed" on the London
Stock Exchange, "listing" or "listed" shall be
construed to mean that such Notes have been admitted
to the Official List and admitted to trading on the
London Stock Exchange.
2. Appointment of Agent and Paying Agents
(1) The Agent is hereby appointed as agent of the
Company, 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:
(a) completing, authenticating and issuing Notes;
(b) exchanging Temporary Global Notes for Permanent
Global Notes or Definitive Notes and in the case
where Temporary Global Notes are initially exchanged
for Permanent Global Notes, exchanging Permanent
Global Notes for Definitive Notes in accordance with
the terms of such Global Notes;
(c) paying sums due on Global Notes and Definitive Notes,
Receipts and Coupons;
(d) determining the interest and/or other amounts payable
in respect of the Notes in accordance with the
Conditions;
(e) arranging on behalf of the Company for notices to be
communicated to the Noteholders and the relevant
Stock Exchanges;
(f) 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 Program;
(g) receiving notice from Euroclear, Clearstream and/or
such other applicable clearing agency relating to the
certificates of non-U.S. beneficial ownership of the
Notes;
(h) 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 Clearstream,
Euroclear or such other applicable clearing agency
the applicable Exchange Date;
(i) performing all other obligations and duties imposed
upon it by the Conditions and this Agreement.
(j) 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
Company, 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.
(2) Each Paying Agent is hereby appointed as paying agent
of the Company, upon the terms and subject to the
conditions set out below, for the purposes of paying
sums due on Notes, Receipts and Coupons.
3. Issue of Temporary Global Notes
(1) Subject to Subclause 3(2), following receipt of the
applicable Final Terms signed by the Company 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 Company 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 authorized on behalf of the
Company:
(a) 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);
(b) to authenticate such Temporary Global Note(s); and
(c) to deliver such Temporary Global Note(s)
(i) to the specified common depositary of
Euroclear, Clearstream and/or such other
applicable clearing agency as is specified in the
related 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 or such other applicable clearing agency
and to instruct Euroclear,Clearstream 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 Company, to the Agent's
distribution account (or in the case of a syndicated
bond issue, the lead manager's account),
or (ii) as otherwise agreed in writing between the
Company and the Agent.
(2) 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 authorized to
execute the same on behalf of the Company, which may
be used by the Agent for the purpose of preparing
Temporary Global Note(s) in accordance with
Subclause 3(1)(a).
(3) The Agent shall provide Euroclear, Clearstream
and/or such other applicable clearing agency with the
notifications, instructions or other information to
be given by the Agent to Euroclear, Clearstream
and/or such other applicable clearing agency.
(4) Any of the duties and obligations of the Agent set
forth in this Clause 3 may, with the consent of the
Company, 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.
4. Issue of Permanent Global Notes
(1) 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 authorized on
behalf of the Company:
(a) 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;
(b) to authenticate such Permanent Global Note; and
(c) (i) where the Temporary Global Note 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 and/or such other applicable clearing
agency as is specified in the related 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 and/or such other
applicable clearing agency (as the case may be);
or (ii) where the Temporary Global Note is not
being held by a common depositary, as otherwise
agreed in writing between the Company and the Agent.
(2) 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 authorized to execute the same on behalf of
the Company, which may be used by the Agent for the
purpose of preparing Permanent Global Notes(s) in
accordance with Subclause 4(1)(a).
(3) The Agent shall provide Euroclear, Clearstream or
such other applicable clearing agency with the
notifications, instructions or other information to
be given by the Agent to Euroclear, Clearstream or
such other applicable clearing agency.
(4) Any of the duties and obligations of the Agent set
forth in this Clause 4 may, with the consent of the
Company, 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.
5. Issue of Definitive Notes
(1) Upon notice from Euroclear, Clearstream or such
applicable clearing agency pursuant to the terms of a
Temporary Global Note or Permanent Global Note, as
the case may be, requiring the issue of one or more
Definitive Note(s), the Agent shall deliver the
relevant Definitive Note(s) in accordance with the
terms of the relevant Global Note. For this purpose,
the Agent is hereby authorized on behalf of the
Company:
(a) to authenticate or arrange for authentication on its
behalf (if so instructed by the Company) of such
Definitive Note(s); and
(b) to deliver such Definitive Note(s) to or to the
order of Euroclear,Clearstream and/or such other
applicable clearing agency as is specified in the
related Final Terms either in exchange for such
Global Note or, in the case of a partial exchange,
on entering details of any partial exchange of the
Global Note in the relevant space in Schedule Two of
such Global Note; provided that the Agent shall
only permit a partial exchange of Notes represented
by a Permanent Global Note for Definitive Notes if
the Notes which continue to be represented
by such Permanent Global Note are regarded as
fungible by Euroclear, Clearstream and/or such other
applicable clearing agency with the Definitive Notes
issued in partial exchange therefor.
The Agent shall notify the Company forthwith upon
receipt of a request for issue of Definitive Note(s)
in accordance with the provisions of a Global Note
(and the aggregate principal amount of such Temporary
Global Note or Permanent Global Note,as the case may
be, to be exchanged in connection therewith).
(2) The Company undertakes to deliver to the Agent,
pursuant to a request for the issue of Definitive
Notes under the terms of the relevant Global Note,
sufficient numbers of executed Definitive Notes to
enable the Agent to comply with its
obligations under this Clause 5.
(3) Any of the duties and obligations of the Agent set
forth in this Clause 5 may, with the consent of the
Company, 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.
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 Notes or upon
any exchange of all or a portion of an interest in a
Permanent Global Note for Definitive Notes, the
Global Note shall be endorsed to reflect the
reduction of its principal amount by the aggregate
principal amount so exchanged. 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 Notes,Receipts and Coupons
authenticated and delivered hereunder, subject as
set out in the Conditions. The Agent is hereby
authorized on behalf of the Company (a) to endorse or
to arrange for the endorsement of the relevant Global
Note to reflect the reduction in the principal amount
represented thereby by the amount so exchanged and,
if appropriate, to endorse the Permanent Global Note
to reflect any increase in the principal amount
represented thereby, and in either case, to sign in
the relevant space on the relevant Global Note
recording such exchange or increase; and (b) 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 Company,
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
(1) The Agent shall cause all Temporary Global Notes,
Permanent Global Notes and Definitive 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.
(2) Subject to the procedures set out in the Procedures
Memorandum, for the purposes of Subclause (1) the
Agent is entitled to treat a telephone, telex or
facsimile communication from a person purporting to
be (and who the Agent, after making reasonable
investigation, believes in good faith to be) the
authorized representative of the Company named in the
list referred to in, or notified pursuant to,
Subclause 19(7) as sufficient instructions and
authority of the Company for the Agent to act in
accordance with Subclause 7(1).
(3) In the event that a person who has signed on behalf
of the Company a master Temporary Global Note, a
master Permanent Global Note or Definitive Notes
not yet issued but held by the Agent in accordance
with Subclause 5(1) ceases to be authorized as
described in Subclause 19(7), the Agent shall
(unless the Company gives notice to the Agent that
Notes signed by that person do not constitute
valid and binding obligations of the Company or
otherwise until replacements have been provided
to the Agent) continue to have authority to issue
any such Notes, and the Company hereby warrants
to the Agent that such Notes shall, unless notified
as aforesaid, be valid and binding obligations of
the Company. Promptly upon such person ceasing to be
authorized, the Company shall provide the Agent with
replacement master Temporary Global Notes, master
Permanent Global Notes and Definitive Notes and
the Agent shall cancel and destroy the master
Temporary Global Notes, master Permanent Global
Notes and Definitive Notes held by it which are
signed by such person and shall provide to the
Company a confirmation of destruction in respect
thereof specifying the Notes so cancelled and
destroyed.
(4) Unless otherwise agreed in writing between the
Company and the Agent, each Note credited to the
Agent's distribution account with Euroclear,
Clearstream or such other applicable clearing agency
following the delivery of a Temporary Global Note or
Permanent Global Note to a common depositary pursuant
to Subclause 3(1)(c) or Subclause 4(l)(c),
respectively, shall be held to the order of the
Company. The Agent shall procure that the principal
amount of Notes which the relevant Purchaser has
agreed to purchase is:
(a) debited from the Agent's distribution account; and
(b) credited to the securities account of such Purchaser
with Euroclear, Clearstream or 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 to this
Agreement), in each case only upon receipt by the
Agent on behalf of the Company of the purchase price
due from the relevant Purchaser in respect of such
Notes.
(5) Unless otherwise agreed in writing between the
Company 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, Clearstream or other applicable clearing
agency after such Issue Date, the Agent will continue
to hold the Defaulted Note to the order of the
Company. The Agent shall notify the Company
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 Company forthwith upon receipt from the
Purchaser of the full purchase price in respect of
such Defaulted Note.
(6) Unless otherwise agreed in writing between the
Company and the Agent, if the Agent pays an amount
(the "Advance") to the Company 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 Company, the
Agent shall notify the Company by telex or facsimile
that the Payment has not been received and the
Company 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).
(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 Final Terms to the
Company, relevant Stock Exchange and the relevant
Dealers.
8. Payments
(1) The Agent shall advise the Company, no later than
ten Business Days (as defined below) 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 Company shall on each date on which any
payment in respect of any Notes becomes due,
transfer to an account specified by the Agent not
later than 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 Company
may agree. As used in this Subclause 8(1), the
term "Payment Time" means 2:00 p.m. local time
in the principal financial center 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).
(2) The Agent shall advise the Company, no later
than ten Business Days immediately preceding the
date on which any payment is to be made to the Agent
pursuant to Subclause 8(l), of the payment
amount, value date and payment instructions and the
Company 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 Company that payment
will be made. For the purposes of this Clause 8,
"Business Day" means (unless otherwise stated in
the applicable Final Terms) a day which is:
(a) a day (other than a Saturday or a Sunday) 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;
(b) either (i) in relation to a payment to be made 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 center of the
country of the relevant Specified Currency (if other
than London), or (ii) in relation to a payment to be
made in euro, a day on which the TARGET system is
open; and
(c) a day (other than a Saturday or Sunday) on which
banks are open for business in the relevant place of
business of the Agent.
Unless otherwise provided in the applicable Final
Terms, the principal financial center of any country
for any Series of Notes for the purposes of this
Subclause 8(2) shall be as provided in the ISDA
Definitions on the Issue Date of such Series of Notes
(except in the case of New Zealand and Australia,
where the principal financial center will be as
specified in the applicable Final Terms).
(3) 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 Notes on
behalf of the Company 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 Notes as
aforesaid following receipt by it of such payment.
(4) 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 Notes,
the Agent shall then forthwith notify the Company 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.
(5) Without prejudice to Subclauses 8(3) and 8(4), if the
Agent pays any amounts to the holders of 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 Notes in accordance with
Subclause 8(1) (the excess of the amounts so paid
over the amounts so received being the "Shortfall"),
the Company 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)
on the Shortfall (or the unreimbursed portion
thereof) until the receipt in full by the Agent of
the Shortfall. The Agent shall notify the
Company by tested telex or facsimile as soon as
practicable, it being understood that the Company
shall have the right to make such payment
subsequently with good value as of such Business
Day.
(6) The Agent shall on demand promptly reimburse each
Paying Agent for payments in respect of 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
Notes can be made on the due date of a payment in
respect of the Notes, that the Agent does not expect
to receive sufficient funds to make payment of all
amounts falling due in respect of such Notes.
9. Determinations and Notifications in Respect of Notes
(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 Company 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 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.
(2) The Agent shall not be responsible to the Company or
to any third party (except in the event of
negligence, willful default or bad faith) as a result
of the Agent having acted on any quotation given by
any Reference Bank which subsequently may be found to
be incorrect.
(3) The Agent shall promptly notify the Company, the
other Paying Agents and (in respect of a Series of
Notes listed on a Stock Exchange) the relevant
Stock Exchange 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.
(4) The Agent shall use its best efforts 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 Company
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.
(5) 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 Company and the
other Paying Agents of such fact.
(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.
(7) For purposes of monitoring the aggregate principal
amount of Notes issued under the Program, the Agent
shall determine the U.S. dollar equivalent of the
principal amount of each issue of Notes denominated
in another currency, each issue of Dual Currency
Notes and each issue of Index Linked Notes as
follows:
(a) the U.S. dollar equivalent of Notes denominated in a
currency other than U.S. dollars shall be determined
by the Agent as of 2:30 p.m. London time on the Issue
Date for such Notes by reference to the spot rate
displayed on a page on the Reuters Monitor Money
Rates Service or the Dow Xxxxx Markets Limited or
such other service as is agreed between the Agent and
the Company from time to time;
(b) the U.S. dollar equivalent of Dual Currency Notes and
Index Linked Notes shall be determined in the manner
specified above by reference to the original
principal amount of such Notes;
(c) the U.S. dollar equivalent of Zero Coupon Notes and
other Notes issued at a discount shall be calculated
in the manner specified above by reference to the net
proceeds received by the Company for the relevant
issue; and
(d) the U.S. dollar equivalent of Partly Paid Notes shall
be the principal amount regardless of the amount paid
up on such Notes.
The Agent shall promptly notify the Company of each
determination made as aforesaid.
10. Notice of Any Withholding or Deduction
If the Company 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, the Company 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.
11. Duties of the Agent in Connection with Early Redemption
(1) If the Company decides to redeem any Notes for the time being
outstanding prior to their Maturity Date in accordance with
the Conditions, the Company shall give notice of such decision
to the Agent not less than 5 days before the relevant
redemption date or such shorter period that is acceptable to
the Agent and is set forth in the applicable Final Terms.
(2) If only some of the Notes of like tenor and of the same Series
are to be redeemed on such date the Agent shall make the
required drawing in accordance with the Conditions.
(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.
12. Publication of Notices
On behalf of and at the request and expense of the Company, the
Agen shall cause to be published all notices required to be
given by the Company 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 Company.
13. Cancellation, Resale and Reissuance of Notes,
Receipts, Coupons and Talons
(1) All Notes which are purchased or otherwise acquired
pursuant to the Conditions by the Company, together (in the
case of Definitive Notes) with all unmatured Receipts,
Coupons or Talons (if any) attached thereto or purchased
therewith, may, at the option of the Company, either be (i)
resold or reissued, or held by the Company for subsequent
resale or reissuance, or (ii) cancelled in which event such
Notes, Receipts and Coupons may not be resold or reissued.
Where any Notes, Receipts, Coupons or Talons are purchased and
cancelled, resold or reissued, or held by the Company for
subsequent resale or reissuance, as aforesaid, the Company
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.
(2) A certificate stating:
(a) the aggregate principal amount of Notes which have
been redeemed and the aggregate amount paid in
respect thereof;
(b) the number of Notes cancelled together (in the case
of Definitive Notes) with details of all unmatured
Receipts, Coupons or Talons (if any) attached thereto
or delivered therewith;
(c) the aggregate amount paid in respect of interest on
the Notes;
(d) the total number by maturity date of Receipts,
Coupons and Talons so cancelled; and
(e) (in the case of Definitive Notes) the serial numbers
of such Notes,
shall be given to the Company 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.
(3) Subject to being duly notified in due time, the Agent shall
give a certificate to the Company, within three months of the
date of purchase and cancellation or purchase and subsequent
resale or reissuance of Notes as aforesaid, stating:
(a) the principal amount of Notes so purchased and cancelled,
resold or reissued;
(b) the serial numbers of such Notes; and
(c) the total number by maturity date of the Receipts, Coupons and
Talons (if any) appertaining thereto and surrendered therewith
or attached thereto.
(4) The Agent shall destroy all cancelled Notes, Receipts, Coupons
and Talons (unless otherwise instructed by the Company) and,
forthwith upon destruction, furnish the Company with a
certificate of the serial numbers of the Notes and the number
by maturity date of Receipts, Coupons and Talons so destroyed.
(5) 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 14) and of all
replacement Notes,Receipts, Coupons or Talons 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 Company and any person authorized by
the Company for inspection and for the taking of copies
thereof or extracts therefrom.
(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.
14. Issue of Replacement Notes, Receipts, Coupons and Talons
(1) The Company 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.
(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 Company may determine to issue in place
of Notes, Receipts, Coupons and Talons which have been lost,
stolen, mutilated, defaced or destroyed.
(3) In the case of a mutilated or defaced Note, the Agent shall
ensure that (unless otherwise covered by such indemnity as the
Company 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.
(4) The Agent shall not issue any replacement Note, Receipt,
Coupon or Talon unless and until the applicant therefor shall
have:
(a) paid such costs as may be incurred in connection therewith;
(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 Company and the
Agent may reasonably require; and
(c) in the case of any mutilated or defaced Note, Receipt, Coupon
or Talon, surrendered the same to the Agent.
(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 Company with a
certificate stating the serial numbers of the Notes, Receipts,
Coupons and Talons so cancelled and, unless otherwise
instructed by the Company in writing, shall destroy such
cancelled Notes, Receipts, Coupons and Talons and furnish the
Company with a destruction certificate containing the
information specified in Subclause 13(3).
(6) The Agent shall, on issuing any replacement Note, Receipt,
Coupon or Talon, forthwith inform the Company 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.
(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 Company and any persons authorized by the Company for
inspection and for the taking of copies thereof or extracts
therefrom.
(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 Company and the Agent.
(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.
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, each Final
Terms, the Company's Articles of Incorporation as amended and
restated from time to time and the latest annual and any
interim reports of the Company available for inspection;
provided, however, that if a Paying Agent acts as a Paying
Agent for only some of the Series of Notes issued under the
Program, such Paying Agent need only hold the 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
Program. For this purpose, the Company shall furnish the Agent
and the Paying Agents with sufficient copies of the documents
they are required to hold.
16. Commissions and Expenses
(1) The Company shall pay to the Agent such fees and commissions
as the Company and the Agent may separately agree in respect
of the services of the Agent and the Paying Agents hereunder
together with any reasonable out-of-pocket expenses (including
legal, printing, postage, tax, cable and advertising expenses
required in connection with the Notes issued hereunder)
incurred by the Agent and the Paying Agents in connection with
their said services.
(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 Company. The Company shall not be responsible for any
such payment or reimbursement by the Agent to the Paying
Agents.
17. Indemnity
(1) The Company shall 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 Company or the
exercise of its powers and duties hereunder except such as
may result from its own willful default, negligence or bad
faith or that of its officers, directors or employers or the
breach by it of the terms of this Agreement.
(2) The Agent and the Paying Agents shall not be liable for any
action taken or omitted hereunder except for their own willful
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.
(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
indemnify the Company 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 the Company 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
willful default, negligence or bad faith or that of its
officers, directors or employees.
18. Repayment by the Agent
The Agent shall, forthwith on demand, upon the Company being
discharged from its obligation to make payments in respect
of any Notes under the Conditions, provided that there is no
outstanding, bona fide and proper claim in respect of any
such payments, pay to the Company sums equivalent to any
amounts paid to it by the Company in respect of such Notes.
19. Conditions of Appointment
(1) The Agent shall be entitled to deal with money paid to it by
the Company for the purpose of this Agreement in the same
manner as other money paid to a banker by its customers
except:
(a) that it shall not exercise any right of set-off, lien or
similar claim in respect thereof;
(b) as provided in Subclause 19(2) below; and
(c) that it shall not be liable to account to the Company for any
interest thereon except as otherwise agreed between the
Company and the Agent.
(2) In acting hereunder and in connection with the Notes,
the Agent and the Paying Agents shall act solely as agents
of the Company 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 the Company 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 Company as provided and in the
manner set forth in the Notes whereupon all
liability of the Agent with respect thereto shall cease.
(3) The Agent and the Paying Agents hereby undertake to the
Company to perform such obligations and duties, and shall be
obliged to perform such duties and only such duties, as are
herein, in the Conditions and in the Procedures Memorandum
specifically set forth, or are otherwise agreed to in writing
by the Company, 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.
(4) 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.
(5) 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 the Company or any notice, resolution,
direction, consent, certificate, affidavit, statement, cable,
telex 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
the Company.
(6) 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 the
Company 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 Company
as freely as if the Agent or the relevant Paying Agent, as
the case may be, were not appointed hereunder.
(7) The Company shall provide the Agent with a certified copy of
the list of persons authorized to execute documents and take
action on behalf of the Company in connection with this
Agreement and shall notify the Agent promptly in writing if
any of such persons ceases to be so authorized or if any
additional person becomes so authorized together, in the case
of an additional authorized person, with evidence satisfactory
to the Agent that such person has been so authorized.
20. Communication Between the Parties
A copy of all communications relating to the subject matter of
this Agreement between the Company 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 Company.
21. Changes in Agent and Paying Agents
(1) The Company 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 (whichever is the later):
(a) so long as any Notes (i) are listed on the London
Stock Exchange, there will at all times be a Paying
Agent (or the Agent) having a specified office in
London; and (ii) are listed on any other Stock
Exchange, there will at all times be a Paying Agent
in any such location as may be required by the rules
and regulations of the relevant Stock Exchange;
(b) there will at all times be a Paying Agent (or the
Agent) with a specified office in a city approved by
the Company and the Agent in continental Europe;
(c) there will at all times be an Agent; and
(d) if any tax, assessment or other governmental charge 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 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,
the Company will ensure that it maintains a Paying Agent
in a Member State of the European Union that will not be
obliged to withhold or deduct tax pursuant to any such
Directive or law.
In addition, the Company shall appoint a Paying Agent having a
specified office in New York City in the circumstances
described in the final paragraph of Condition 6(b). 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.
(2) The Agent may (subject as provided in Subclause 21(4)) at any
time resign as Agent by giving written notice to the Company
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 Company unless the Company
agrees to accept less notice.
(3) 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 Company specifying such
removal and the date when it shall become effective.
(4) Any resignation under Subclause 21(2) or removal under
Subclause 21(3) shall only take effect upon the appointment
by the Company 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 Company has not appointed a successor Agent, then the
Agent shall be entitled, on behalf of the Company, 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.
(5) In case at any time the 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 may be
appointed by the Company by an instrument in writing filed
with the successor Agent. Upon the appointment as aforesaid
of a successor Agent and acceptance by the latter of
such appointment and (other than in the case of insolvency
of the Agent) upon expiry of the notice to be given under
Clause 23, the Agent so superseded shall cease to be the
Agent hereunder.
(6) Subject to Subclause 21(1), the Company may, after prior
consultation with the Agent, terminate the appointment of any
of the 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 Program 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 Company and the relevant Paying Agent.
(7) Subject to Subclause 21(1), all or any of the Paying Agents
may resign their respective appointments hereunder at any time
by giving the Company and the Agent at least 45 days written
notice to that effect.
(8) Upon its resignation or removal becoming effective, the Agent
or the relevant Paying Agent:
(a) 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
(b) shall be entitled to the payment by the Company 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.
(9) 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.
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 Company, 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. Notice of any such merger, consolidation or transfer shall
forthwith be given to the Company 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 Company 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
If the Agent or any Paying Agent determines to change its specified
office, it shall give to the Company 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 Company) 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 Program, notice need be given only to Noteholders
for whom the Paying Agent acts as Paying Agent.
25. Notices
Any notice or communication given hereunder shall be sufficiently given
or served:
(a) 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 all parties to this Agreement) and, if
so delivered, shall be deemed to have been delivered
at time of receipt; or
(b) if sent by facsimile or telex to the relevant number
specified on the signature pages hereof (or to such
other facsimile or telex numbers as are specified in
writing and delivered to all parties to this
Agreement) and, if so sent, shall be deemed to have
been delivered upon transmission provided such
transmission is confirmed by the answer back of the
recipient (in the case of telex) or when an
acknowledgment of receipt is received (in the case of
facsimile).
26. Taxes and Stamp Duties
The Company agrees 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 Company 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 the Company 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, the Company shall,
as a separate and independent obligation, indemnify and hold harmless
the Agent against the amount of such shortfall.
For the purposes of this Clause 27, "rate of exchange" means the rate
at which the Agent is able 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
For purposes of this Clause 28, the term "outstanding" excludes those
Notes which have been purchased or otherwise acquired and are being
held by the Company for subsequent resale or reissuance as provided in
Condition 5 during the time so held.
(1) This Agreement, the Notes and any Receipts and Coupons attached to the
Notes may be amended by the Company and the Agent, without consent
of the holder of any Note, Receipt or Coupons (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 Company as provided in
Condition 11, (b) to make any further modifications of the terms of
this 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 Company (and, in the case of this Agreement, the
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 principal amount of the
Notes then outstanding affected thereby, or by a resolution
adopted by a majority in aggregate principal amount of such
outstanding Notes affected thereby present or represented at a
meeting of such holders at which a quorum is present, this
Agreement and the terms and conditions of the Notes, Receipts and
Coupons may be modified or amended by the parties hereto, and
future compliance and past defaults waived, in each case as provided
in Conditions 12 and 13 and subject to the limitations therein
provided.
(2) A meeting of holders of Notes may be called by the holders of
at least 10 per cent. in principal amount of the outstanding
Notes at any time and from time to time to make, give or take
any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement or
the Notes to be made, given or taken by holders of Notes.
(3) The Agent may at any time call a meeting of holders of Notes 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
Company 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 Company 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 Company or the holders of at
least 10 per cent. in principal amount of the outstanding Notes
shall have requested the Agent to call a meeting of the holders to
take any action authorized 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 Company, 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).
(4) 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.
(5) The persons entitled to vote a majority in principal amount of
the outstanding Notes shall constitute a quorum. 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
principal amount of the outstanding Notes which shall constitute a
quorum.
Subject to the foregoing, at the reconvening of any meeting
adjourned for a lack of a quorum, the persons entitled to vote
25 per cent. in principal amount of the outstanding Notes
shall constitute a quorum for the taking of any action set
forth in the notice of the original meeting. 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 principal 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
principal 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
principal amount of the outstanding Notes.
(6) 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 Company or holders
of Notes as provided above, in which case the Company 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 principal 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 Company and another to the Agent to be preserved by
the Agent.
29. Calculation Agency Agreement
A form of calculation agency agreement is set out in Appendix C to this
Agreement. Where the Conditions require functions to be carried out by
a Calculation Agent other than the Agent, the Company may execute such
an agreement or an agreement in such other form as the Company 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 Company
may, without the consent of any Noteholder, Receiptholder or
Couponholder, on giving prior notice to Euroclear, Clearstream
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:
(a) 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
principal amount for each Note and Receipt equal to the principal
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 Company
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 Company 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.
(b) If definitive Notes are required to be issued after
the Redenomination Date, they shall be issued at the
expense of the Company 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 Company, after consultation with the Agent, shall
determine and notify to Noteholders.
(c) 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 Company
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 Company, 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.
(d) 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 check; provided, however, that a check 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 6(b).
(e) 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 New York and a day on which the TARGET
system is open. After the Redenomination Date, "Payment
Business 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.
(f) 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.
(g) 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.
(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 Company may,
without the consent of any Noteholder, Receiptholder or
Couponholder, on giving prior notice to Euroclear, Clearstream
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 Company 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 Company 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 17 and this
Clause 30.
Notwithstanding anything to the contrary contained in this
Clause 30, if the Company 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 Company
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
Company 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. Descriptive Headings
The descriptive headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
32. Governing Law
This Agreement is governed by, and shall be construed in accordance
with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
33. 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 Company
TOYOTA MOTOR CREDIT CORPORATION
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Attention: Vice President, Treasury
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------------------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
The Agent
JPMorgan Chase Bank, N.A.
Xxxxxxx Xxxxx
0 Xxxxxx Xxxx Xxxxxx
Xxxxxx X0X 0XX
Telephone: 00000 000000
Fax: 00000 000000
Telex: 8954681 CMB G
Attention: Manager, Institutional Trust Services
By: /s/ Xxxxxxx Xxxxxxx
The Other Paying Agent
X.X. Xxxxxx Bank Luxembourg S.A. 0 xxxxx xx Xxxxxx X-0000 Xxxxxxxxxxxxx
(Municipality of Niederanven) Luxembourg
Telephone: 00 000 0000 00000
Fax: 00 000 0000 00000
Telex: 1233 CHASE LU
Attention: Manager, Institutional Trust Services
By: /s/ Xxxxxxx Xxxxxxx
Appendix A -35
Appendix A--1
LA1:1087269.6
APPENDIX A
TERMS AND CONDITIONS OF THE NOTES
The following are the Terms and Conditions (the "Terms and Conditions"
or the "Conditions") of the Notes issued on or after the date of this Offering
Circular which (subject to completion and amendment and to the extent
applicable) will be attached to or incorporated by reference into each global
Note and will be incorporated by reference or endorsed upon each definitive
Note. 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 following Terms and Conditions, replace or modify the
following Terms and Conditions for the purpose of such Notes. The applicable
Final Terms will be endorsed upon, or attached to, each temporary global Note,
permanent global Note and definitive Note. Reference should be made to "Form of
the Notes" in the Offering Circular dated September 30, 2005 (the "Offering
Circular"), for the form of Final Terms which will include the definitions of
certain terms used in the following Terms and Conditions
This Note is one of a Series (as defined below) of Notes (the "Notes,"
which expression 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 partial
exchange) for a temporary or permanent global Note, and (iii) any global Note)
issued subject to, and with the benefit of, a Fifth Amended and Restated Agency
Agreement dated as of September 30, 2005 (the "Agency Agreement"), and made
between Toyota Motor Credit Corporation ("TMCC", which reference does not
include the subsidiaries of TMCC) and JPMorgan Chase Bank, N.A., as 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 any 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).
Interest-bearing definitive Notes 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 or talons.
Definitive Notes repayable in installments will have receipts ("Receipts") for
the payment of the installments of principal (other than the final installment)
attached on issue. The Notes, Receipts and Coupons have the benefits of certain
credit support agreements governed by Japanese law, one between Toyota Motor
Corporation ("TMC") and Toyota Financial Services Corporation ("TFS") dated July
14, 2000, and the other between TFS and TMCC, dated October 1, 2000. However,
the credit support agreements do not constitute a direct or indirect guarantee
by TMC or TFS thereof.
As used herein, "Series" means all Notes which are denominated in the
same currency and which have the same Maturity Date, Interest Basis,
Redemption/Payment Basis and Interest Payment Dates (if any) (all as indicated
in the applicable Final Terms) and the terms of which (except for the Issue Date
or the Interest Commencement Date (as the case may be) and /or the Issue Price
(as indicated as aforesaid)) are otherwise identical (including whether or not
the Notes are listed) and the expressions "Notes of the relevant Series" and
"holders of 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).
The Final Terms applicable to any particular Note or 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 such Note or Notes. References herein
to the "applicable Final Terms" shall mean the Final Terms attached hereto or
endorsed hereon.
Copies of the Agency Agreement (which contains the form of Final
Terms), the Offering Circular and the Final Terms applicable to any particular
Note or Notes (if listed) are available for inspection at the specified offices
of the Agent and each of the other Paying Agents. 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 holders of the
Coupons (the "Couponholders") and the holders of Receipts (the "Receiptholders")
are deemed to have notice of the Agency Agreement, the applicable Final Terms
and the Offering Circular, and are entitled to the benefit of all the provisions
of the Agency Agreement and the applicable Final Terms, which are binding on
them.
A temporary or permanent global Note will be exchangeable in whole, but
not in part, for security printed definitive Notes with, where applicable,
Receipts, Coupons and Talons attached not earlier than the date (the "Exchange
Date") which is 40 days after completion of the distribution of the relevant
Tranche, provided that certification of non-U.S. beneficial ownership has been
received: (i) at the option of TMCC; (ii) unless stated otherwise in the
applicable Final Terms, at the option of holders of an interest in the temporary
or permanent global Note upon such notice as is specified in the applicable
Final Terms from Euroclear Bank X.X./X.X., Xxxxxxxxx xx Xxx Xxxxxx XX, X-0000,
Xxxxxxxx as operator of the Euroclear System ("Euroclear") or Clearstream
Banking, societe anonyme, X-0000, Xxxxxxxxxx ("Clearstream, Luxembourg") (as the
case may be) acting on instructions of the holders of interest in the temporary
or permanent global Note and/or subject to the payment of costs in connection
with the printing and distribution of the definitive Notes, if specified in the
applicable Final Terms; (iii) if, after the occurrence of an Event of Default,
holders representing at least a majority of the outstanding principal amount of
the Notes of a Series, acting together as a single class, advise the Agent
through Euroclear and Clearstream, Luxembourg that they wish to receive
definitive Notes; or (iv) Euroclear, Clearstream, Luxembourg and any other
relevant clearance system for the temporary or permanent global Note are all no
longer willing or able to discharge properly their responsibilities with respect
to such Notes and the Agent and TMCC are unable to locate a qualified successor.
Words and expressions defined in the Agency Agreement, defined
elsewhere in the Offering Circular 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 and provided that, in the
event of inconsistency between the Agency Agreement and the applicable Final
Terms, the applicable Final Terms will prevail.
1. FORM, DENOMINATION AND TITLE
The Notes in this Series are in bearer form and, in the case of
definitive Notes, serially numbered in the Specified Currency (or Currencies in
the case of Dual Currency Notes) and in the Specified Denomination(s) specified
in the applicable Final Terms.
This 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
and/or a formula ("Index Linked Interest Note") or any combination of the
foregoing, depending upon the Interest Basis specified in the applicable Final
Terms. This Note may be a Note with respect to which principal is calculated by
reference to an index and/or a formula ("Index Linked Redemption Note"), a Note
redeemable in installments ("Installment 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 on the Redemption/Payment Basis
shown in the applicable Final Terms. (Where appropriate in the context, "Index
Linked Interest Notes" and "Index Linked Redemption Notes" are referred to
collectively as "Index Linked Notes".) The appropriate provisions of these Terms
and Conditions will apply accordingly.
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 admits, apply to such Dual Currency
Notes or Index Linked Notes.
Except as set out below, title to the 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. TMCC
and any Paying Agent may deem and treat the bearer of any 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 Note, without prejudice to the provisions set out in the next
succeeding paragraph.
For so long as any of the Notes are represented by a global Note, each
person who is for the time being shown in the records of Euroclear or of
Clearstream, Luxembourg as the holder of a particular principal amount of 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 such Notes standing to the
account of any person shall be conclusive and binding for all purposes except in
the case of manifest error) shall be treated by TMCC, the Agent and any other
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, the right to which shall be vested, as against TMCC,
the Agent and any other Paying Agent solely in the bearer of the relevant global
Note in accordance with and subject to its terms (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.
Any reference 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 TMCC and the Agent.
If the Specified Currency of this 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, this Note shall permit redenomination
and exchange (as referenced in Condition 17 below or in such other manner as set
forth in the applicable Final Terms) at the option of TMCC.
2. STATUS OF THE NOTES AND THE CREDIT SUPPORT AGREEMENTS
The Notes will be unsecured general obligations of TMCC and will rank
pari passu with all other unsecured and unsubordinated indebtedness for borrowed
money of TMCC from time to time outstanding. Holders of the Notes, Receipts and
Coupons have the benefits of the credit support agreements governed by Japanese
law, one between TMC and TFS dated July 14, 2000 and the other between TFS and
TMCC dated October 1, 2000.
3. FURTHER ISSUES
If indicated in the applicable Final Terms, TMCC may from time to time,
without the consent of the holders of Notes, Receipts or Coupons of a Series,
create and issue further Notes of the same Series having the same terms and
conditions as the Notes (or the same terms and conditions save for the first
payment of interest thereon and the Issue Date thereof) so that the same shall
be consolidated and form a single Series with the outstanding Notes and
references in the Conditions to "Notes" shall be construed accordingly.
4. INTEREST
(A) INTEREST ON FIXED RATE NOTES AND BUSINESS DAY CONVENTION FOR NOTES
OTHER THAN FLOATING RATE NOTES AND INDEX LINKED INTEREST NOTES
Each Fixed Rate Note bears interest on its outstanding nominal amount
(or if it is a Partly Paid Note, the amount paid up) 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 specified in the
applicable Final Terms payable in arrears 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. Except as provided in the applicable Final Terms, the
amount of interest payable on each Interest Payment Date in respect of the Fixed
Interest Period ending on 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 Conditions, "Fixed 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 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.
If interest is required to be calculated for a 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) or for Broken Amounts, such interest shall be
calculated by applying the Fixed Rate of Interest to each Specified
Denomination, multiplying such sum by the applicable Fixed Day Count Fraction or
other Day Count Fraction specified in the 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.
In these Conditions, "Fixed Day Count Fraction" means:
(1) if "Actual/Actual (ICMA)" is specified in the applicable Final
Terms,
(x) if the number of days in the relevant period from and
including the most recent Interest Payment Date (or, if none,
the Interest Commencement Date) to but excluding the relevant
payment date (the "Accrual Period") is equal to or shorter
than the Determination Period during which the Accrual Period
ends, the number of days in such Accrual Period divided by the
product of (i) the number of days in such Determination Period
and (ii) the number of Determination Dates that would occur in
one calendar year assuming interest was to be payable in
respect of the whole of that year; or
(y) if the Accrual Period is longer than the
Determination Period during which the Accrual Period
ends, the sum of:
(i) the number of days in such Accrual Period falling in
the Determination Period in which the Accrual Period
begins divided by the product of (A) the number of
days in such Determination Period and (B) the number
of Determination Dates that would occur in one
calendar year assuming interest was to be payable in
respect of the whole of that year; and
(ii) the number of days in such Accrual Period falling in
the next Determination Period divided by the product
of (A) the number of days in such Determination
Period and (B) the number of Determination Dates that
would occur in one calendar year assuming interest
was to be payable in respect of the whole of that
year;
(2) 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
(3) if "30/360" is specified in the applicable Final Terms, the
number of days in the 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 12 30-day
months) divided by 360 and, in the case of an incomplete
month, the number of days elapsed; 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; and
"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).
(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
on its outstanding nominal amount (or, if it is a Partly Paid Note, the amount
paid up) 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 arrears on the Maturity Date and on
either:
(A) 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
(B) if no Specified Interest Payment Date(s) is/are specified in
the applicable Final Terms, each date (each, 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 (which
expression shall, in these Terms and Conditions, mean 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:
(1) in any case where Specified Periods are specified in
accordance with Condition 4(b)(i)(B) 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 (B) below in this
subparagraph (1) 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 (A) such Interest Payment Date
shall be brought forward to the immediately preceding Business
Day and (B) each subsequent Interest Payment Date shall be the
last Business Day in the month which falls the Specified
Period after the preceding applicable Interest Payment Date
occurred; or
(2) the Following Business Day Convention, such Interest Payment
Date shall be postponed to the next day which is a Business
Day; or
(3) 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
(4) 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 Final Terms by the notation "no adjustment for period end dates."
In these Conditions, "Business Day" means (unless otherwise stated in
the applicable Final Terms) a day which is both:
(A) 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 Applicable Business Center specified in
the applicable Final Terms; and
(B) either (1) 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 center of the
country of the relevant Specified Currency (if other than London and any other
Applicable Business Center specified in the applicable Final Terms), or (2) in
relation to Notes denominated in euro, a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer System (the "TARGET
system") is open. Unless otherwise provided in the applicable Final Terms, the
principal financial center of any country for the purpose of these Terms and
Conditions shall be as provided in the 2000 ISDA Definitions, (each as published
by the International Swaps and Derivatives Association, Inc.), as amended and
updated as of the first Issue Date of the Notes of this Series (the "ISDA
Definitions") (except in the case of New Zealand and Australia, where the
principal financial center will be as specified in the Final Terms).
(ii) Rate of Interest
The Rate of Interest payable from time to time in respect of each
Series of Floating Rate Notes and Index Linked Interest Notes shall be
determined in the manner specified in the applicable Final Terms.
(iii) ISDA Determination
(A) 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 (A), "ISDA Rate" for an Interest
Period means a rate equal to the Floating Rate that would be determined under an
interest rate swap transaction for that 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) TMCC 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 principal amount of the Series 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, 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
Communities, as amended by the Treaty on European
Union (the "Treaty").
(iv) Screen Determination
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
for the purpose of determining the arithmetic mean (rounded as provided above)
of such offered quotations. In addition:
(A) 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 center 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 center 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;
(D) the expression "Reference 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
JPMorgan Chase Bank, National Westminster Bank PLC, UBS
Limited and The Bank of Tokyo-Mitsubishi International PLC.
TMCC 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,
TMCC 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 center 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
Amount
The Agent (or, if the Agent is not the Calculation Agent, the
Calculation Agent specified in the applicable Final Terms) will, at 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 respect of each Specified
Denomination for the relevant Interest Period. Each Interest Amount shall be
calculated by applying the Rate of Interest to each Specified Denomination,
multiplying such product 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 sub-unit being rounded
upwards or otherwise in accordance with applicable market convention or as
specified in the applicable Final Terms.
"Day Count Fraction" means, in respect of the calculation of an amount
of interest for any Interest Period:
(i) 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);
(ii) if "Actual/365 (Fixed)" is specified in the applicable Final
Terms, the actual number of days in the Interest Period
divided by 365;
(iii) if "Actual/360" is specified in the applicable Final Terms,
the actual number of days in the Interest Period divided by
360;
(iv) 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 in 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);
(v) 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);
and
(vi) if "Sterling/FRN" is specified in the applicable Final Terms,
the number of days in the Interest Period divided by 365 or,
in the case of an Interest Payment Date falling in a leap
year, 366.
(vii) Notification of Rate of Interest and Interest Amount
The Agent will notify or cause to be notified TMCC and any stock
exchange on which the relevant Floating Rate Notes or Index Linked Interest
Notes are listed of the Rate of Interest and each Interest Amount for each
Interest Period and the relevant Interest Payment Date and will cause the same
to be published 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. Each stock exchange on which the relevant Floating Rate Notes
or Index Linked Interest Notes are for the time being listed will be promptly
notified of any such amendment. For the purposes of this subparagraph (vii), the
expression "London Business Day" means a day (other than a Saturday or a 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 or
manifest error) be binding on TMCC, the Agent, the Calculation Agent, the other
Paying Agents and all Noteholders, Receiptholders and Couponholders and (in the
absence as aforesaid) no liability to TMCC, 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 it of its powers, duties and
discretions pursuant to such provisions.
(ix) Limitations on Interest
In addition to any Maximum Rate of Interest which may be applicable to
any Floating Rate Note or Index Linked Interest Notes pursuant to Condition
4(b)(v) above, the interest rate on Floating Rate Notes or Index Linked Interest
Notes shall in no event be higher than the maximum rate permitted by New York
law, as the same may be modified by United States law of general application.
(x) Indexed Linked Interest Notes
In the case of Indexed 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 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 payments under any Index Linked Notes
or Dual Currency Notes is to be determined (the "Determination Date") shall be
as set forth in the 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.
(D) ZERO COUPON NOTES
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
Amortized Face Amount of such Note as determined in accordance with Condition
5(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
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 in part only of a Note,
such part to be redeemed) will cease to bear interest (if any) from the due date
for 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 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. 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, Notes will be
redeemed by TMCC at their 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
TMCC may redeem the Notes of this Series as a 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, if TMCC shall
determine that as a result of any change in or amendment to the laws (or any
regulations or rulings promulgated thereunder) of the United States of America
or of any political subdivision or taxing authority thereof or therein affecting
taxation, or any change in application or official interpretation of such laws,
regulations or rulings, which amendment or change is effective on or after the
latest Issue Date of the Notes of this Series, TMCC would be required to pay
Additional Amounts, as provided in Condition 9, on the occasion of the next
payment due in respect of the Notes of this Series.
The Notes of this Series are also subject to redemption as a whole but
not in part in the other circumstances described in Condition 9.
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, 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 monies for the 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 such
redemption date.
(C) FINAL TERMS
The Final Terms applicable to the Notes of this Series shall indicate
either:
(i) that the Notes of this Series cannot be redeemed prior to
their Maturity Date (except as otherwise provided in paragraph
(b) above and in Condition 13); or
(ii) that such Notes will be redeemable at the option of TMCC 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.
(D) REDEMPTION AT THE OPTION OF TMCC ("CALL OPTION")
If so specified in the applicable Final Terms, TMCC may, having given:
(i) not more than 60 nor less than 30 days notice to the holders
of the Notes of this Series in accordance with Condition 16,
or such other notice as is specified in the applicable Final
Terms; and
(ii) not less than 5 days before the date the notice referred to in
(i) is required to be given (or such other notice as is
specified in the applicable Final Terms), notice to the Agent;
(which notices shall be irrevocable), repay all or some only of the Notes of
this Series then outstanding on the Optional Redemption Date(s) and at the
Optional Redemption Amount(s) indicated in the applicable Final Terms together,
if appropriate, with accrued interest. In the event of a redemption of some only
of such Notes of this Series, such redemption must be for an amount being the
Minimum Redemption Amount or a Maximum Redemption Amount, as indicated in the
applicable Final Terms. In the case of a partial redemption of definitive Notes
of this Series, the Notes of this Series to be repaid will be selected
individually by lot not more than 60 days prior to the date fixed for redemption
and a list of the Notes of this Series called for redemption will be published
in accordance with Condition 16 not less than 30 days prior to such date, or
such other period as is specified in the applicable Final Terms. In the case of
a partial redemption of Notes which are represented by a global Note, the
relevant Notes will be redeemed in accordance with the rules of Euroclear and/or
Clearstream, Luxembourg. 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 ("PUT OPTION")
Unless otherwise specified in the applicable Final Terms, the Notes
will not be subject to repayment at the option of the Noteholders. If the Notes
are subject to repayment at the option of the Noteholders, they shall be subject
to repayment on the Optional Redemption Date(s) and at the Optional Redemption
Amount(s) indicated in the applicable Final Terms together, if appropriate, with
accrued interest. The other terms of any such Put Option shall be set forth in
the applicable Final Terms.
(F) EARLY REDEMPTION AMOUNTS
For the purposes of paragraph (b) above and Condition 13, Notes will be
redeemed at an amount (the "Early Redemption Amount") calculated as follows:
(i) in the case of Notes with a Final Redemption Amount equal to
the Issue Price, at the Final Redemption Amount thereof; or
(ii) in the case of Notes (other than Zero Coupon Notes) with a
Final Redemption Amount which is or may be greater or less
than the Issue Price or which is payable in a Specified
Currency other than that in which the Notes are denominated,
at the amount set out in, or determined in the manner set out
in, the applicable Final Terms or, if no such amount or manner
is set out in the applicable Final Terms, at their nominal
amount; or
(iii) in the case of Zero Coupon Notes, at an amount (the "Amortized
Face Amount") equal to:
(A) 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 the 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
(B) 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 13 is not paid or available for payment
when due, the amount due and repayable in respect of such Zero Coupon Note shall
be the Amortized 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:
(1) the date on which all amounts due in respect of the Note have been paid; and
(2) 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.
The calculation of the Amortized 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) INSTALLMENTS
Any Note which is repayable in installments will be redeemed in the
Installment Amounts and on the Installment Dates specified in the applicable
Final Terms.
(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 5 as amended or varied by the applicable Final Terms.
(I) PURCHASES
TMCC may at any time purchase or otherwise acquire Notes in the open
market or otherwise at any price. If purchases are made by tender, tenders must
be available to all holders of Notes of a Series alike.
(J) CANCELLATION, RESALE OR REISSUANCE AT THE OPTION OF TMCC
All Notes redeemed shall be, and all Notes purchased or otherwise
acquired as aforesaid (together, in the case of definitive Notes, with all
unmatured Coupons or Receipts attached thereto or purchased or acquired
therewith) may, at the option of TMCC, either be (i) resold or reissued, or held
by TMCC for subsequent resale or reissuance, or (ii) cancelled, in which event
such Notes, Receipts and Coupons may not be resold or reissued.
6. PAYMENTS
(A) METHOD OF PAYMENT
Subject as provided below, payments in a currency other than euro will
be made by transfer to an account in the Specified Currency (which, in the case
of a payment in Yen to a non-resident of Japan, shall be a non-resident account)
maintained by the payee with, or by a check in the Specified Currency drawn on,
a bank (which, in the case of a payment in Yen to a non-resident of Japan, shall
be an authorized foreign exchange bank) in the principal financial center of the
country of such Specified Currency (which, if Australian dollars, shall be
Sydney and if New Zealand dollars, shall be Auckland).
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 by euro check.
Notwithstanding the above provisions of this Condition 6(a), a check
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 TMCC, the Agent or any Paying Agent, except as
provided in Condition 6(b). Payments will be subject in all cases to any fiscal
or other laws and regulations applicable thereto in the place of payment, but
without prejudice to the provisions of Condition 9.
(B) PRESENTATION OF NOTES, RECEIPTS, COUPONS AND TALONS
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) 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 of America and its possessions.
In the case of definitive Notes, payments of principal with respect to
installments (if any), other than the final installment, 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 installment together with the relevant definitive Note against
which the amount will be payable with respect to that installment. 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 TMCC. Upon the date on which any definitive Note becomes due and repayable,
unmatured Receipts (if any) appertaining 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 Notes or Index Linked 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 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 related missing Coupon at any time before the expiry of five
years after the Relevant Date (as defined in Condition 15) in respect of such
principal (whether or not such Coupon would otherwise have become void under
Condition 15). 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 Note or
Index Linked Note in definitive form becomes due and repayable, all 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 Note in definitive form is not an
Interest Payment Date, interest (if any) accrued with respect to 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 of this
Series represented by any global Note will (subject as provided below) be made
in the manner specified above and otherwise in the manner specified in the
relevant global Note against presentation or surrender, as the case may be, of
such global Note 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.
The holder of the relevant global Note shall be the only person
entitled to receive payments in respect of Notes represented by such global Note
and TMCC will be discharged by payment to, or to the order of, the holder of
such global Note with respect to each amount so paid. Each of the persons shown
in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder
of a particular nominal amount of Notes must look solely to Euroclear and /or
Clearstream, Luxembourg, as the case may be, for his share of each payment so
made by TMCC to, or to the order of, the holder of the relevant global Note. No
person other than the holder of the relevant global Note shall have any claim
against TMCC in respect of payments due on that global Note.
Notwithstanding the foregoing, payments in respect of the Notes may 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) only if:
(i) TMCC 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 in U.S.
dollars 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;
(ii) payment of the full amount owing in respect of the Notes at
all 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 in U.S. dollars; and
(iii) such payment is then permitted under United States law without
involving, in the opinion of TMCC, adverse tax consequences to
TMCC.
(C) PAYMENT BUSINESS DAY
Unless specified otherwise in the applicable Final Terms, if the date
for payment of any amount in respect of any Note, Receipt or Coupon is not a
Payment Business Day in a place of presentation, the holder thereof shall not be
entitled to payment until the next following Payment Business 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 Business Day" means any day which is:
(i) 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:
(A) the relevant place of presentation;
(B) London; and
(C) any other Applicable Business Center specified in the
applicable Final Terms; and (ii) either (A) 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 center of the country of the relevant
Specified Currency (if other than the place of presentation,
London and any other Applicable Business Center and 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) or (B) in
relation to any sum payable in euro, a day on which the TARGET
system is open.
(D) 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:
(i) any Additional Amounts which may be payable under Condition 9 in
respect of principal;
(ii) the Final Redemption Amount of the Notes;
(iii) the Early Redemption Amount of the Notes;
(iv) in relation to Notes redeemable in installments, the Installment
Amounts;
(v) any premium and any other amounts which may be payable under or in
respect of the Notes;
(vi) in relation to Zero Coupon Notes, the Amortized Face Amount; and
(vii) the Optional Redemption Amount(s) (if any) of the Notes.
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 under Condition 9, except as provided in clause (i) above.
7. AGENT AND PAYING AGENTS
The names of the initial Agent and the other initial Paying Agent and
their initial specified offices are set out on the inside back cover page of the
Offering Circular. In acting under the Agency Agreement, the Agent and the
Paying Agents will act solely as agents of TMCC and do not assume any
obligations or relationships of agency or trust to or with the Noteholders,
Receiptholders or Couponholders, except that (without affecting the obligations
of TMCC to the Noteholders, Receiptholders and Couponholders to repay Notes and
pay interest thereon) funds received by the 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 15. TMCC agrees to perform
and observe the obligations imposed upon it under the Agency Agreement and to
use its best efforts to cause the Agent and the Paying Agents to perform and
observe the obligations imposed upon them under the Agency Agreement. The Agency
Agreement contains provisions for the indemnification of the Agent and the
Paying Agents and for relief from responsibility in certain circumstances, and
entitles any of them to enter into business transactions with TMCC without being
liable to account to the Noteholders, Receiptholders or the Couponholders for
any resulting profit.
TMCC 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 and/or appoint additional or other Paying Agents and/or approve any
change in the specified office through which any Paying Agent acts, provided
that:
(i) so long as the Notes of this Series are listed on any stock
exchange, there will at all times be a Paying Agent with a
specified office in each location required by the rules and
regulations of the relevant stock exchange or listing
authority;
(ii) there will at all times be a Paying Agent with a specified
office in a city approved by the Agent in continental Europe;
(iii) there will at all times be an Agent; and
(iv) if any tax, assessment or other governmental charge 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 or any other Directive implementing the
conclusions of the ECOFIN Council meeting of 26th-27th November 2000 on the
taxation of savings income or any law implementing or complying with, or
introduced to conform to, such Directive, TMCC will ensure that it maintains, if
possible, a Paying Agent in a Member State of the European Union that will not
be obliged to withhold or deduct tax pursuant to any such Directive or law.
In addition, with respect to Notes denominated in U.S. dollars, TMCC
shall forthwith appoint a Paying Agent having a specified office in New York
City in the circumstances described in the final paragraph of Condition 6(b).
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 Agent and the Noteholders in accordance with Condition 16.
8. 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 15. 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.
9. PAYMENT OF ADDITIONAL AMOUNTS
Except as specifically provided by this Condition 9, TMCC 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.
TMCC will, subject to certain limitations and exceptions (set forth
below), pay to a Noteholder, Receiptholder or Couponholder who is a U.S. Alien
(as defined below) such amounts ("Additional Amounts") as may be necessary so
that every net payment of principal or interest in respect of the Notes,
Receipts or Coupons, after deduction or withholding for or on account of any Tax
imposed upon such Noteholder, Receiptholder or Couponholder, or by reason of the
making of such payment, by the United States or any political subdivision or
taxing authority thereof or therein, will not be less than the amount provided
for in the Notes, Receipts or Coupons. However, TMCC shall not be required to
make any payment of Additional Amounts for or on account of:
(a) any Tax which would not have been imposed but for (i) 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 trade or business therein or having or having
had a permanent establishment therein, or (ii) such Noteholder's,
Receiptholder's, Couponholder's or beneficial owner's past or present status as
a personal holding company, passive foreign investment company, foreign personal
holding 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;
(b) any estate, inheritance, gift, sales, transfer, personal
property or similar Tax;
(c) 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;
(d) 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;
(e) any Tax imposed on interest received or beneficially owned by
(i) a 10% shareholder of TMCC within the meaning of Internal
Revenue Code Section 871(h)(3)(b) or Section 881(c)(3)(b) or
(ii) a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business;
(f) 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;
(g) 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;
(h) 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;
(i) 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
(j) any combination of items (a), (b), (c), (d), (e), (f), (g),
(h) and (i) above;
The term "U.S. Alien" means any corporation, individual, fiduciary or
partnership that for U.S. federal income tax purposes is a foreign corporation,
nonresident alien individual, nonresident alien fiduciary of a foreign estate or
trust, or foreign partnership one or more members of which is a foreign
corporation, nonresident alien individual or nonresident alien fiduciary of a
foreign estate or trust.
If TMCC shall determine that any payment made outside the United States
by TMCC 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 of this Series 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 TMCC, 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 TMCC), TMCC shall redeem the Notes of this Series 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 TMCC becomes
aware of an event that might give rise to such certification, information or
other reporting requirements, TMCC shall, as soon as practicable, solicit advice
of independent counsel selected by TMCC to establish whether such certification,
information or other reporting requirements will apply and, if such requirements
will apply, TMCC 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, TMCC shall not redeem Notes if TMCC 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 TMCC 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, TMCC 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 TMCC has elected to pay Additional Amounts rather than redeem the
Notes. In such event, TMCC 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 TMCC 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 TMCC 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, or
(ii) is imposed as a result of the fact that TMCC 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 9,
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 TMCC elects to pay such
Additional Amounts, TMCC will have the right, at its sole option, at any time,
to redeem the Notes of this Series, 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 TMCC 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, TMCC will redeem the Notes of this Series in the manner
and on the terms described in the preceding paragraph (except as provided
below), unless TMCC 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, TMCC will be obligated to pay
Additional Amounts with respect to interest, if any, accrued to the date of
redemption. If TMCC 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, TMCC will redeem the Notes of this
Series in the manner and on the terms described in the preceding paragraph
(except as provided below), unless TMCC 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, TMCC 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.
10. NEGATIVE PLEDGE
The Notes will not be secured by any mortgage, pledge or other lien.
TMCC shall not pledge or otherwise subject to any lien, any property or assets
of TMCC to secure any indebtedness for borrowed money incurred, issued, assumed
or guaranteed by TMCC unless the Notes are secured by the pledge or lien equally
and ratably with all other obligations secured thereby so long as such other
indebtedness shall be so secured; provided, however, that such covenant will not
apply to liens securing indebtedness which does not in the aggregate at any one
time outstanding exceed 20 percent of Consolidated Net Tangible Assets (as
defined below) of TMCC and its consolidated subsidiaries and also does not apply
to:
(a) the pledge of any assets of TMCC to secure any financing by
TMCC of the exporting of goods to or between, or the marketing
thereof in, countries other than the United States in
connection with which TMCC reserves the right, in accordance
with customary and established banking practice, to deposit,
or otherwise subject to a lien, cash, securities or
receivables, for the purpose of securing banking
accommodations or as the basis for the issuance of bankers'
acceptances or in aid of other similar borrowing arrangements;
(b) the pledge of receivables payable in currencies other than
United States dollars to secure borrowings in countries other
than the United States;
(c) any deposit of assets of TMCC in favor of any governmental
bodies to secure progress, advance or other payments under a
contract or a statute;
(d) any lien or charge on any property of TMCC, tangible or
intangible, real or personal, existing at the time of
acquisition or construction of such property (including
acquisition through merger or consolidation) or given to
secure the payment of all or any part of the purchase or
construction price thereof or to secure any indebtedness
incurred prior to, at the time of, or within one year after,
the acquisition or completion of construction thereof for the
purpose of financing all or any part of the purchase or
construction price thereof;
(e) bankers' lien or rights of offset;
(f) any lien securing the performance of any contract or
undertaking of TMCC not directly or indirectly in connection
with the borrowing of money, obtaining of advances or credit
or the securing of debt, if made and continuing in the
ordinary course of business;
(g) any lien to secure non-recourse obligations in connection with
TMCC's engaging in leveraged or single-investor lease
transactions;
(h) any lien to secure payment obligations with respect to (x) rate swap
transactions, swap options, basis swaps, forward rate transactions, commodity
swaps, commodity options, equity or equity index swaps, equity or equity index
options, bond options, interest rate options, foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, credit
protection transactions, credit swaps, credit default swaps, credit default
options, total return swaps, credit spread transactions, repurchase
transactions, reverse repurchase transactions, buy/sell-back transactions,
securities lending transactions, weather index transactions, or forward
purchases or sales of a security, commodity or other financial instrument or
interest (including any option with respect to any of these transactions), or
(y) transactions that are similar to those described above; and
(i) any extension, renewal or replacement (or successive
extensions, renewals or replacements), in whole or in part, of
any lien, charge or pledge referred to in clauses (a) through
(h) above; provided, however, that the amount of any and all
obligations and indebtedness secured thereby will not exceed
the amount thereof so secured immediately prior to the time of
such extension, renewal or replacement, and that such
extension, renewal or replacement will be limited to all or a
part of the property which secured the charge or lien so
extended, renewed or replaced (plus improvements on such
property).
"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, unamortized debt
discount and expense and other like intangibles of TMCC and its consolidated
subsidiaries, all as set forth on the most recent balance sheet of TMCC and its
consolidated subsidiaries prepared in accordance with generally accepted
accounting principles as practiced in the United States.
11. CONSOLIDATION OR MERGER
TMCC 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 TMCC shall be the
continuing corporation, or the successor corporation shall be a corporation
organized and existing under the laws of the United States of America or any
state 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 9) 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 this Note to be performed by TMCC by an amendment to
the Agency Agreement executed by such successor corporation, TMCC and the Agent,
and (ii) immediately after giving effect to such transaction, no Event of
Default under Condition 13, 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 TMCC, with the same effect
as if it had been named herein as TMCC, and the predecessor corporation, except
in the event of a conveyance by way of lease, shall be relieved of any further
obligation under this Note and the Agency Agreement.
12. MEETINGS, MODIFICATIONS AND WAIVERS
The Agency Agreement contains provisions which, unless otherwise
provided in the Final Terms, are binding on TMCC, 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, the Notes and any Receipts and Coupons attached
to the Notes may be amended by TMCC (and, in the case of the Agency Agreement,
the Agent) (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 TMCC as provided in Condition
11, (ii) to make any further modifications of the terms of the 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 TMCC (and, in the case of the Agency Agreement, the
Agent) may deem necessary or desirable and which shall not materially adversely
affect the interests of the holders of the Notes, Receipts and Coupons, to all
of which each holder of Notes, Receipts and Coupons shall, by acceptance
thereof, consent. In addition, with the written consent of the holders of not
less than a majority in aggregate principal amount of the Notes then outstanding
affected thereby, or by a resolution adopted by a majority in aggregate
principal 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 percent of the aggregate principal
amount of Notes affected thereby then outstanding), TMCC and the Agent may from
time to time and at any time enter into agreements modifying or amending the
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 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 installment of interest on any Note, (ii) reduce the
principal amount of or interest on any Note, (iii) change the obligation of TMCC
to pay Additional Amounts as provided in Condition 9, (iv) reduce the percentage
in principal amount of outstanding Notes the consent of the holders of which is
necessary to modify or amend the 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 principal 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 principal 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 percent in aggregate principal 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 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 12 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, Notes, Receipts or Coupons may bear a notation in form
approved by the Agent as to any matter provided for in such amendment to the
Agency Agreement.
New Notes so modified as to conform, in the opinion of the Agent and
TMCC, to any modification contained in any such amendment may be prepared by
TMCC, authenticated by the Agent and delivered in exchange for the Notes then
outstanding.
For the purposes of this Condition 12 and Condition 13 below, the term
"outstanding" means, in relation to the Notes, all Notes issued under the Agency
Agreement other than (i) those which have been redeemed in full in accordance
with the Agency Agreement or these Terms and Conditions, (ii) those in respect
of which the date for redemption 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 (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 15, (iv) those which have been purchased or
otherwise acquired and cancelled as provided in Condition 5, and those which
have been purchased or otherwise acquired and are being held by TMCC for
subsequent resale or reissuance as provided in Condition 5 during the time so
held, (v) those mutilated or defaced Notes which have been surrendered in
exchange for replacement Notes pursuant to Condition 14, (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 14 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 to the extent that they shall have
been duly exchanged in whole for definitive Notes, in each case pursuant to
their respective provisions.
13. DEFAULT AND ACCELERATION
(a) In the event that (each an "Event of Default"):
(i) default shall be made in the payment when due of any
installment of interest or any Additional Amounts on
any of the Notes continued for a period of 30 days
after the date when due; or
(ii) default shall be made for more than three days in the
payment when due of the principal of any Note
(whether at maturity or upon redemption or
otherwise); or
(iii) default in the deposit of any sinking fund payment
with respect to any Note when and as due; or
(iv) TMCC shall fail to perform or observe any other term,
covenant or agreement contained in the Terms and
Conditions applicable to any of the Notes or in the
Agency Agreement for a period of 60 days after the
date on which written notice of such failure,
requiring TMCC to remedy the same, first shall have
been given to the Agent and TMCC by the holders of at
least 25 percent in aggregate principal amount of the
Notes then outstanding; or
(v) there is an acceleration of, or failure to pay when
due and payable, any indebtedness for money borrowed
of TMCC exceeding $10,000,000 and such acceleration
is not rescinded or annulled, or such indebtedness is
not discharged, within 10 days after written notice
thereof has first been given to TMCC and the Agent by
the holders of not less than 10 percent in aggregate
principal amount of Notes then outstanding; or
(vi) the entry by a court having competent jurisdiction of
(a) a decree or order granting relief in respect
of TMCC in an involuntary proceeding under any
applicable bankruptcy, insolvency, reorganization 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 TMCC to be insolvent, or approving a
petition seeking reorganization, arrangement,
adjustment or composition of TMCC 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 TMCC or of any substantial part
of the property of TMCC, or ordering up the winding
up or liquidation of the offices of TMCC; or
(vii) the commencement by TMCC of a voluntary proceeding
under any applicable bankruptcy, insolvency,
reorganization or other similar law or of a
voluntary proceeding seeking to be adjudicated
insolvent or the consent of TMCC to the entry of a
decree or order for relief in an involuntary
proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar law or
to the commencement of any insolvency proceedings
against it, or the filing by TMCC of a petition or
answer or consent seeking reorganization or relief
under any applicable law, or the consent by TMCC to
the filing of such petition or to the appointment of
or taking possession by a custodian, receiver,
liquidator, assignee, trustee or similar official
of TMCC or any substantial part of the property of
TMCC or the making by TMCC of an assignment for
the benefit of creditors, or the taking of
corporate action by TMCC in furtherance of any such
action;
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 TMCC and the Agent
at its main office in London, and unless all such
defaults shall have been cured by TMCC 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 a 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 principal amount
of the Notes then outstanding, or by resolution
adopted by a majority in aggregate principal
amount of the Notes present or represented at a
meeting of holders of the Notes at which a quorum is
present, as provided in the Agency Agreement, if:
(1) TMCC has paid or deposited with the Agent a sum sufficient to pay
(A) all overdue installments of interest on the Notes, and
(B) the principal of Notes which has become due otherwise
than by such declaration of acceleration; and
(2) 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 cured or waived as provided in paragraph (b) below.
No such rescission shall affect any subsequent default or impair any
right consequent thereon.
(b) Any Events of Default by TMCC, other than the events described in paragraph
(a)(i) or (a)(ii) above or in respect of a covenant or provision 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 principal amount of the Notes then outstanding affected thereby, or
by resolution adopted by the holders of a majority in aggregate principal amount
of such Notes then outstanding 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.
14. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
Should any Note, Receipt, Coupon or Talon be mutilated, defaced or
destroyed or be lost or stolen, it may be replaced at the specified office of
the Agent in London (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 the expenses incurred by TMCC and
the Agent in connection therewith and on such terms as to evidence, indemnity,
security or otherwise as TMCC and the Agent may require. Mutilated or defaced
Notes, Receipts, Coupons or Talons must be surrendered before replacements will
be issued.
15. PRESCRIPTION
Unless provided otherwise in the applicable Final Terms, the Notes,
Receipts and Coupons will become void unless presented for payment within a
period of five years from the Relevant Date (as defined below) relating thereto.
Any moneys paid by TMCC to the 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 TMCC. All liability of TMCC and the Agent with respect
thereto shall cease when the Notes, Receipts and Coupons become void.
As used herein, the "Relevant Date" means:
(A) the date on which such payment first becomes due; or
(B) if the full amount of the moneys payable has not been received
by the Agent on or prior to such due date, the date on which
the full amount of such moneys having been so received, notice
to that effect shall have been given to the Noteholders in
accordance with Condition 16.
16. NOTICES
All notices regarding the Notes shall be published in one leading
English language daily newspaper with circulation in the United Kingdom (which
is expected to be the Financial Times) or, if this is not practicable, one other
such English language newspaper as TMCC, in consultation with the Agent, shall
decide. TMCC 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 listed or any other relevant authority. Any 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.
Until such time as any definitive Notes are issued, so long as the
global Notes for this Series are held in 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 of this Series;
provided that, for so long as the Notes are listed on a stock exchange or are
admitted to listing 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 that
stock exchange (or that relevant authority). Any notice delivered to Euroclear
and Clearstream, Luxembourg shall be deemed to have been given to the holders of
the Notes of this Series on the seventh 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 be given by any holder of the Notes of this Series shall be
in writing and given by lodging the same, together with the relevant Note or
Notes, with the Agent. While any of the Notes of this Series are represented by
a global Note, such notice may be given by any holder of a Note of this Series
to the Agent via Euroclear and/or Clearstream, Luxembourg, as the case may be,
in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the
case may be, may approve for this purpose.
17. REDENOMINATION AND EXCHANGE
TMCC 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. TMCC 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 TMCC may decide.
18. GOVERNING LAW
The Agency Agreement and the Notes, the Receipts and the Coupons are
governed by, and shall be construed in accordance with, the laws of the State of
New York, United States of America, applicable to agreements made and to be
performed wholly within such jurisdiction.
Appendix B-1
APPENDIX B
FORMS OF GLOBAL AND DEFINITIVE NOTES,
COUPONS, RECEIPTS AND TALONS
Appendix X-0--00
XXXXXXXX X-0
FORM OF TEMPORARY GLOBAL NOTE OF
TOYOTA MOTOR CREDIT CORPORATION
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)
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of
California, U.S.A.)
TEMPORARY GLOBAL NOTE
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
The Notes represented by this Temporary Global Note have
been listed on the Official List and admitted for trading
by The London Stock Exchange plc
(the "London Stock Exchange")(2)
This Note is a Temporary Global Note in respect of a duly authorized
issue of [Specified Currency and Principal Amount of Series] Euro Medium-Term
Notes Dues [Year of Maturity] (the "Notes") of [Specified Currency and Specified
Denomination] each of Toyota Motor Credit Corporation (the "Company").
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 the
Final Terms (the "Final Terms") (which are attached hereto), provided that, 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 herein.
This Temporary Global Note is issued subject to, and with the benefit
of, the Conditions and the Fifth Amended and Restated Agency Agreement dated as
of September 30, 2005 (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 the Company and JPMorgan Chase Bank,
N.A. (the "Agent") and the other agents named therein; provided, however, that
the reference to the Conditions shall mean the Conditions in effect on the date
of this Temporary Global Note and shall not be affected by any amendments to the
Conditions which occur thereafter.
This Temporary Global Note is to be held by a common depositary for
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
Clearstream Banking, societe anonyme ("Clearstream") and/or such other relevant
clearing agency as is specified in the related 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 Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date], or on such earlier date as the
Notes may become due and repayable in accordance with the Conditions, the amount
payable under the Conditions on redemption of the Notes then represented by this
Temporary Global Note and to pay interest (if any) on the principal 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 at the principal office of the Agent in London, England,
or at the offices of any of the other paying agents located outside the United
States (as defined below) (except as provided in the Conditions) from time to
time appointed by the Company in respect of the Notes, but in each case subject
to the requirements as to certification provided herein. Any monies paid by the
Company to the Agent for the payment of 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 Company and upon such repayment all
liability of the Agent with respect thereto shall thereupon cease, without,
however, limiting in any way any obligation the Company may have to pay the
principal of or interest on this Note as the same shall become due. On any
payment of an installment or interest being made, details of such payment shall
be entered by or on behalf of the Company in Schedule One hereto and the
relevant space in Schedule One hereto recording any such payment shall be signed
by or on behalf of the Company.
On any redemption or purchase and cancellation of any of the Notes
represented by this Temporary Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording any
such redemption or purchase and cancellation shall be signed by or on behalf of
the Company. Upon any such redemption or purchase and cancellation, the
principal amount of this Temporary Global Note and the Notes represented by this
Temporary Global Note shall be reduced by the principal amount so redeemed or
purchased and canceled.
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 Euroclear, Clearstream and/or such other
relevant clearing agency, a certificate, substantially in the form set out in
Schedule Three hereto, to the effect that it has received from or in respect of
a person entitled to a particular principal amount of the Notes (as shown by its
records) a certificate from such person in or substantially in the form of
Certificate "A" as set out in Schedule Three hereto. After the Exchange Date the
holder of this Temporary Global Note will not be entitled to receive any payment
of interest hereon.
On or after the date which is 40 days after the completion of the
distribution of the Notes represented by this Temporary Global Note (the
"Exchange Date"), this Temporary Global Note may, under the circumstances set
forth in the Conditions and the Final Terms (including, without limitation,
certification as to the date on which the distribution of the Notes of this
Series was completed), be exchanged, in whole or in part for either Definitive
Notes and (if applicable) Receipts, Coupons 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 Notes and (if applicable) Receipts, Coupons and
Talons and the Final Terms (or the relevant provisions of the Final Terms) have
either been endorsed on or attached to such Definitive Notes) and/or, a
Permanent Global Note in the form set out in Appendix B-2 to the Agency
Agreement (together with the Final Terms attached thereto) upon presentation of
this Temporary Global Note by the bearer hereof at the offices of the Agent in
London, England (or at such other place outside the United States of America,
its territories and possessions, any State of the United States and the District
of Columbia (the "United States") as the Agent may agree). As specified in the
Final Terms, the exchange of this Temporary Global Note for Definitive Notes may
also require written notice being given to the Agent by Euroclear, Clearstream
or other relevant clearing agency on behalf of holders of Notes and/or the
payment of certain costs each of which shall be specified in the Final Terms.
Definitive Notes or the Permanent Global Note shall be so issued and delivered
in exchange for only that portion of this Temporary Global Note in respect of
which there shall have been presented to the Agent by Euroclear, Clearstream
and/or such other relevant clearing agency, a certificate, substantially in the
form set out in Schedule Three hereto, to the effect that it has received from
or in respect of a person entitled to a particular principal amount of the Notes
(as shown by its records) a certificate from such person in or substantially in
the form of Certificate "A" as set out in Schedule Three hereto and, in the case
of Definitive Notes, subject to such notice period and payment of costs as may
be specified in the Final Terms. If Definitive Notes and (if applicable)
Receipts, Coupons 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 Notes and
(if applicable) Receipts, Coupons 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 the Agent. On an exchange of part
only of this Temporary Global Note, details of such exchange shall be entered by
or on behalf of the Company in Schedule Two hereto and the relevant space in
Schedule Two hereto recording such exchange shall be signed by or on behalf of
the Company. 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 Company or its agent endorsing Schedule Two of the Permanent
Global Note previously issued to reflect an increase in the aggregate principal
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
herein) be entitled to the same benefits as if it were bearer of Definitive
Notes, Coupons and Receipts in the form set out in Appendices X-0, X-0 and B-5
to the Agency Agreement.
This Temporary Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
This Temporary Global Note shall not be valid unless authenticated by
the Agent. This Temporary Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.
IN WITNESS WHEREOF, the Company has caused this Temporary Global Note
to be duly executed on its behalf.
Dated: TOYOTA MOTOR CREDIT CORPORATION
By:
-------------------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
FISCAL AGENT'S CERTIFICATE ATTEST:
OF AUTHENTICATION
This is one of the Temporary
--------------------------
Global Notes described in the Xxxxx Xxxxxxxxxxx
within mentioned Agency Agreement Secretary
By or on behalf of
JPMORGAN CHASE BANK, N.A.
as Fiscal Agent
By:
-------------------------------------------------
(Authorized Signatory)
SCHEDULE ONE
PART I
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
-------------- ------------ ------------------ ---------------- ---------------
First ____________ ____________ ____________ _____________
Second ____________ ____________ ____________ _____________
SCHEDULE ONE
PART II
INSTALLMENT PAYMENTS
Confirmation of
Total Amount Amount of payment by or
Date of of Installments Installments on behalf of
Payment Date Payment Payable Paid the Company
--------------- --------------- ----------------- ---------------- ------------
First ____________ ____________ ____________ ____________
Second ____________ ____________ ____________ ____________
SCHEDULE TWO
SCHEDULE OF EXCHANGES
FOR NOTES REPRESENTED BY A PERMANENT GLOBAL NOTE OR
DEFINITIVE 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 Notes or redemptions
or purchases and cancellation of this Temporary Global Note have been made:
Part of principal amount
of this Temporary Global
Note exchanged for Notes
represented by a Remaining principal amount
Permanent Global Note or of this Temporary Global
Date of exchange, or Definitive Notes or Note following such
redemption or purchase and redeemed or purchased and exchange, or redemption or Notation made by or on
cancellation cancelled purchase and cancellation behalf of the Company
------------------------------ --------------------------- ---------------------------- ---------------------------
============ ============ ============ ============
============ ============ ============ ============
SCHEDULE THREE
FORM OF CERTIFICATE TO BE PRESENTED BY
APPROPRIATE CLEARING SYSTEM
TOYOTA MOTOR CREDIT CORPORATION
-----------------
(THE "SECURITIES")
This is to certify that, based solely on certifications we have
received in writing, by telex or by electronic transmission satisfying the
requirements set forth in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(ii) from member organizations appearing in our records as
persons being entitled to a portion of the principal amount set forth below (our
"Member Organizations") substantially to the effect set forth in the Agency
Agreement, as of the date hereof, [ ] principal amount of above-captioned
Securities (i) is owned by persons that are not citizens or residents of the
United States, partnerships, corporations or other entities created or organized
under the laws of the United States, any estate the income of which is subject
to United States federal income taxation regardless of its source, or any trust,
if (a) a court within the United States is able to exercise primary supervision
over the administration of the trust and one or more United States persons have
the authority to control all substantial decisions of the trust or (b) the trust
has in effect a valid election to be treated as a United States person ("United
States persons"), (ii) is owned by United States persons that (a) are foreign
branches of United States financial institutions (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) ("financial institutions") purchasing for
their own account or for resale, or (b) acquired the Securities through foreign
branches of United States financial institutions and hold the securities through
such United States financial institutions on the date hereof (and in either case
(a) or (b), each such United States financial institution has agreed, on its own
behalf, or through its agent, that we may advise the Company or the Company's
agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury
Regulations thereunder), or (iii) is owned by the United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the
further effect that United States or foreign financial institutions described in
clause (iii) (whether or not also described in clauses (i) or (ii)) have
certified that they have not acquired the Securities for purposes of resale
directly or indirectly to a United States person or to a person within the
United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the temporary global Security excepted in such Member
Organization certifications and (ii) that as of the date hereof we have not
received any notification from any of our Member Organizations to the effect
that the statements made by such Member Organizations with respect to any
portion of the part submitted herewith for exchange (or, if relevant, exercise
of any rights or collection of any interest) are no longer true and cannot be
relied upon at the date hereof.
We will retain all certificates received from Member Organizations for
the period specified in U.S. Treasury Regulation Section
1.163-5(c)(2)(i)(D)(3)(i)(C).
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative and legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: , ____.
Yours faithfully,
[APPROPRIATE CLEARING SYSTEM]
By:
--------------------------
* This certificate is not to be dated earlier than five days prior to
the Exchange Date or relevant payment date, as applicable.
CERTIFICATE "A"
FORM OF CERTIFICATE TO BE PRESENTED TO
APPROPRIATE CLEARING SYSTEM
TOYOTA MOTOR CREDIT CORPORATION
(THE "SECURITIES")
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by persons that are not citizens or residents of the United States,
partnerships, corporations or other entities created or organized in the United
States or under the law of the United States or of any State thereof, any estate
the income of which is subject to United States federal income taxation
regardless of its source, or any trust, if (a) a court within the United States
is able to exercise primary supervision over the administration of the trust and
one or more United States persons have the authority to control all substantial
decisions of the trust or (b) the trust has in effect a valid election to be
treated as a United States person ("United States persons"), (ii) are owned by
United States person(s) that (a) are foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v))
("financial institutions") purchasing for their own account or for resale, or
(b) acquired the Securities through foreign branches of United States financial
institutions and hold the Securities through such United States financial
institutions on the date hereof (and in either case (a) or (b), each such United
States financial institution hereby agrees, on its own behalf or through its
agent, that you may advise the Company or the Company's agent that it will
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the U.S. Treasury Regulations thereunder),
or (iii) are owned by United States or foreign financial institutions for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of the
Securities is a United States or foreign financial institution described in
clause (iii) (whether or not also described in clauses (i) or (ii)) this is
further to certify that such financial institution has not acquired the
Securities for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex, facsimile or
electronic transmission satisfying the requirements set forth in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(3)(ii) on or prior to the date on which
you intend to submit your certification relating to the Securities held by you
for our account in accordance with your documented procedures if any applicable
statement herein is not correct on such date, and in the absence of any such
notification it may be assumed that this certification applies as of such date.
This certification excepts and does not relate to [ ] of such interest
in the above Securities in respect of which we are not able to certify and as to
which we understand exchange and delivery of definitive Securities and/or an
interest in a Permanent Global Note (or, if relevant, exercise of any right or
collection of any interest) cannot be made until we do so certify.
We understand that this certification is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative and legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.
Dated: , _____.
Yours faithfully,
[Name of Person Making Certification]
By:
--------------------------
* This certificate is not to be dated earlier than fifteen days prior
to the Exchange Date or relevant payment date, as applicable.
Appendix B-2--8
APPENDIX B-2
FORM OF PERMANENT GLOBAL NOTE OF
TOYOTA MOTOR CREDIT CORPORATION
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)
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of
California, U.S.A.)
PERMANENT GLOBAL NOTE
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
The Notes represented by this Permanent Global Note have
been listed on the Official List and admitted for trading
by The London Stock Exchange plc
(the "London Stock Exchange")(2)
This Note is a Permanent Global Note in respect of a duly authorized
issue of [Specified Currency and Principal Amount of Series] Euro Medium-Term
Notes Due [Year of Maturity] (the "Notes") of [Specified Currency and Specified
Denomination] each of Toyota Motor Credit Corporation (the "Company").
References herein to the Conditions shall be to the Terms and Conditions of the
Notes (the "Conditions") as set forth out in Appendix A to the Agency Agreement
(as defined below) as modified and supplemented by the information set out in
the Final Terms (the "Final Terms") (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 herein.
This Permanent Global Note is issued subject to, and with the benefit
of, the Conditions and the Fifth Amended and Restated Agency Agreement dated as
of September 30, 2005 (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 the Company and JPMorgan Chase Bank,
N.A. (the "Agent") and the other agents named therein; provided, however, that
the reference to the Conditions shall mean the Conditions in effect on the date
of issue of the Temporary Global Note that originally represented this Note and
shall not be affected by any amendments to the Conditions which occur
thereafter.
This Permanent Global Note is to be held by a common depositary for
Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear"),
Clearstream Banking, societe anonyme ("Clearstream") and/or such other relevant
clearing agency as is specified in the related 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 Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date], or on such earlier date as the
Notes may become due and repayable in accordance with the Conditions, the amount
payable under the Conditions on redemption of the Notes then represented by this
Permanent Global Note and to pay interest (if any) on the principal 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 at the principal office of the Agent in London, England,
or at the offices of any of the other paying agents located outside of the
United States (as defined below) (except as provided in the Conditions) from
time to time appointed by the Company in respect of the Notes. Any monies paid
by the Company to the Agent for the payment of 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 Company and upon such repayment all
liability of the Agent with respect thereto shall thereupon cease, without,
however, limiting in any way any obligation the Company may have to pay the
principal of or interest on this Note as the same shall become due. On any
payment of an installment or interest being made details of such payment shall
be entered by or on behalf of the Company in Schedule One hereto and the
relevant space in Schedule One hereto recording any such payment shall be signed
by or on behalf of the Company.
On any redemption or purchase and cancellation of any of the Notes
represented by this Permanent Global Note, details of such redemption or
purchase and cancellation shall be entered by or on behalf of the Company in
Schedule Two hereto and the relevant space in Schedule Two hereto recording any
such redemption or purchase and cancellation shall be signed by or on behalf of
the Company. Upon any such redemption or purchase and cancellation, the
principal amount of this Permanent Global Note and the Notes represented by this
Permanent Global Note shall be reduced by the principal amount so redeemed or
purchased and canceled.
The Notes represented by this Permanent Global Note were originally
represented by a Temporary Global Note. Unless such Temporary Global Note was
exchanged in whole on the issue hereof, such Temporary Global Note may be
further exchanged, on the terms and conditions set out therein, for this
Permanent Global Note. If any such exchange occurs following the issue hereof,
the Company or its agent shall endorse Schedule Two hereto to reflect the
increase in the aggregate principal amount of this Permanent Global Note due to
each such exchange, whereupon the principal amount hereof shall be increased for
all purposes by the amount so exchanged and endorsed.
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
security-printed Definitive 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 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 Notes) in denominations of [Specified Currency and Specified
Denomination] each. As specified in the Final Terms, such exchange may also
require written notice being given to the Agent by Euroclear, Clearstream or
such other relevant clearing agency on behalf of the holders of the Notes and/or
the payment of certain costs, each of which shall be specified in the Final
Terms. Such 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 business in London at the principal office of the
Agent in London, England; provided, however, the first notice given to the Agent
by Euroclear, Clearstream and/or such other relevant clearing agency shall give
rise to the issue of Definitive Notes for the total amount of Notes represented
by this Global Note. The aggregate principal amount of Definitive Notes issued
upon an exchange of this Permanent Global Note will be equal to the aggregate
principal amount of this Permanent Global Note submitted by the bearer hereof
for exchange (to the extent that such principal amount does not exceed the
aggregate principal amount of this Permanent Global Note, as adjusted, as shown
in Schedule Two hereto). On an exchange of the whole of this Permanent Global
Note, this Permanent Global Note shall be surrendered to the Agent.
Until the exchange of the whole of this Permanent Global Note as
aforesaid, the bearer hereof shall in all respects be entitled to the same
benefits as if it were the bearer of Definitive Notes, 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.
This Permanent Global Note is governed by, and shall be construed in
accordance with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
This Permanent Global Note shall not be valid unless authenticated by
the Agent. This Permanent Global Note may be duly executed on behalf of the
Company by manual or facsimile signature.
IN WITNESS WHEREOF, the Company has caused this Permanent Global Note
to be duly executed on its behalf.
Dated: TOYOTA MOTOR CREDIT CORPORATION
By: _____________________________________
Xxxxxx X. Xxxxx
President and Chief Executive Officer
FISCAL AGENT'S CERTIFICATE ATTEST:
OF AUTHENTICATION
This is one of the Permanent
--------------------------
Global Notes described in the Xxxxx Xxxxxxxxxxx
within mentioned Agency Agreement Secretary
By or on behalf of
JPMORGAN CHASE BANK, N.A.
as Fiscal Agent
By: ____________________________
(Authorized Signatory)
SCHEDULE ONE
PART I
INTEREST PAYMENTS
Confirmation of
Total Amount payment by or
Interest Date of of Interest Amount of on behalf of
Payment Date Payment Payable Interest Paid the Company
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
First ____________ ____________ ____________ ____________
Second ____________ ____________ ____________ ____________
SCHEDULE ONE
PART II
INSTALLMENT PAYMENTS
Confirmation of
Total Amount Amount of payment by or
Date of of Installments Installments on behalf of
Payment Date Payment Payable Paid the Company
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
First ____________ ____________ ____________ ____________
Second ____________ ____________ ____________ ____________
SCHEDULE TWO
SCHEDULE OF EXCHANGES OF A TEMPORARY
GLOBAL NOTE AND FOR DEFINITIVE NOTES
OR REDEMPTIONS OR PURCHASES AND CANCELLATIONS
The following increases of this Permanent Global Note, exchanges of
this Permanent Global Note for Definitive Notes or redemptions or purchases and
cancellations of this Permanent Global Note have been made:
Increase in Remaining amount
principal amount of Part of principal payable under this
this Permanent amount of this Permanent Global
Global Note due to Permanent Global Note Note following such
exchanges of a exchanged for exchange, or
Date of exchange, or Temporary Global Definitive Notes or redemption or Notation made by or
redemption or purchase Note for this redeemed or purchased purchase and on behalf of the
and cancellation Permanent Global Note and cancelled cancellation Company
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
============ ============ ============ ============ ============
============ ============ ============ ============ ============
Appendix B-3--3
APPENDIX B-3
DEFINITIVE NOTE OF
TOYOTA MOTOR CREDIT CORPORATION
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)
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of
California, U.S.A.)
representing
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
The Notes represented by this Definitive Note have been
listed on the Official List and admitted for trading by
The London Stock Exchange plc
(the "London Stock Exchange")(2)
This Note is one of the series of notes of [Specified Currency and
Principal Amount of Series] ("Notes") each of Toyota Motor Credit Corporation
(the "Company"). 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 the Final Terms (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
herein.
This Note is issued subject to, and with the benefit of, the Conditions
and the Fifth Amended and Restated Agency Agreement dated as of September 30,
2005 (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 the Company and JPMorgan Chase Bank, N.A. (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 and shall not be affected by any
amendments to the Conditions which occur thereafter.
For value received, the Company, subject to and in accordance with the
Conditions, promises to pay to the bearer hereof on [each Installment Date the
relevant Installment Amount] the [Maturity Date], or on such earlier date as the
Notes may become due and repayable in accordance with the Conditions, the amount
payable on redemption of this Note and to pay interest (if any) on the principal
amount of this Note calculated and payable as provided in the Conditions.
Title to this Note and to any Coupon, Talon or Receipt appertaining
hereto shall pass by delivery. The Company 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 hereof or
notice of any previous loss or theft thereof).
This Note is governed by, and shall be construed in accordance with,
the laws of the State of New York, United States of America, applicable to
agreements made and to be performed wholly within such jurisdiction.
This Note may be duly executed on behalf of the Company by manual or
facsimile signature.
IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed on its behalf.
Dated: TOYOTA MOTOR CREDIT CORPORATION
By:
---------------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
FISCAL AGENT'S CERTIFICATE ATTEST:
AUTHENTICATION
This is one of the Notes
-----------------------------------
described in the within Xxxxx Xxxxxxxxxxx
mentioned Agency Agreement Secretary
By or on behalf of
JPMORGAN CHASE BANK, N.A.
as Fiscal Agent
By:
-------------------------------------------------
(Authorized Signatory)
[REVERSE OF NOTE - TERMS AND CONDITIONS OF THE NOTES]
Appendix B-4--4
APPENDIX B-4
FORM OF COUPON
PART A
(Face of Coupon)
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of
California, U.S.A.)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Part A
(Reverse of Coupon)
For Fixed Rate Notes:
This Coupon is payable to bearer, separately negotiable and Coupon No. F
subject to the Terms and Conditions of the Note to which it Coupon for [ ]
appertains due on [ ]
[20[ ]]
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
-------------------------------- -------------------------------
Authorized Officer Authorized Officer
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)
APPENDIX B-4
FORM OF COUPON
PART B
(Face of Coupon)
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)
For Floating Rate, Dual Currency and Index Linked Notes:
Coupon for the amount due in accordance with the Terms and Coupon No. F
Conditions of the said Notes. This Coupon is payable to Coupon due in [ ]
bearer, separately negotiable and subject to such Terms and [20[ ]]
Conditions of the Note to which it appertains, under which
it may become void before its due date.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
---------------------------------- ----------------------------
Authorized Officer Authorized Officer
(Reverse of Coupon)
ISSUING AND PRINCIPAL PAYING AGENT AND AGENT BANK
JPMorgan Chase Bank, N.A.
Xxxxxxx Xxxxx
0 Xxxxxx Xxxx Xxxxxx
Xxxxxx X0X 0XX
PAYING AGENT
X.X. Xxxxxx Bank Luxembourg S.A.
0 xxxxx xx Xxxxxx
X-0000 Xxxxxxxxxxxxx
(Municipality of Niederanven)
Luxembourg
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 Company and
notice of which has been given to the Noteholders.
Appendix B-5--2
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.(3)
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of
California, U.S.A.)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
Receipt for the sum of [ ] being the installment 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).
This Receipt must be presented for payment together with the Note to
which it appertains. The Company shall have no obligation in respect of any
Receipt presented without the Note to which it appertains or any unmatured
Receipts.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
------------------------------- ---------------------------------
Authorized Officer Authorized Officer
Appendix B-6--3
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.
TOYOTA MOTOR CREDIT CORPORATION
(Incorporated under the laws of the State of
California, U.S.A.)
[Specified Currency and Principal Amount of Series]
EURO MEDIUM-TERM NOTES DUE [Year of Maturity]
Series No. [ ]
On and after [ ] further Coupons [and a further Talon] 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 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.
[SEAL]
ATTEST: TOYOTA MOTOR CREDIT CORPORATION
By: By:
---------------------------- ----------------------------
Authorized Officer Authorized Officer
(Reverse of Talon)
ISSUING AND PRINCIPAL PAYING AGENT
JPMorgan Chase Bank, N.A.
Xxxxxxx Xxxxx
0 Xxxxxx Xxxx Xxxxxx
Xxxxxx X0X 0XX
PAYING AGENT
X.X. Xxxxxx Bank Luxembourg S.A.
0 xxxxx xx Xxxxxx
X-0000 Xxxxxxxxxxxxx
(Municipality of Niederanven)
Luxembourg
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 Company and
notice of which has been given to the Noteholders.
Appendix C--5
APPENDIX C
FORM OF CALCULATION AGENCY AGREEMENT
Dated ____________, 20__
TOYOTA MOTOR CREDIT CORPORATION
U.S. $20,000,000,000
EURO MEDIUM-TERM NOTES
CALCULATION AGENCY AGREEMENT
TOYOTA MOTOR CREDIT CORPORATION
U.S.$20,000,000,000
EURO MEDIUM-TERM NOTE
CALCULATION AGENCY AGREEMENT
THIS AGREEMENT is made on __________, 20__ BETWEEN:
(1) TOYOTA MOTOR CREDIT CORPORATION of Torrance, California, U.S.A (the
"Company"); and
(2) [name of calculation agent] (the "Calculation Agent", which expression
shall include its successor or successors for the time being as
calculation agent hereunder).
WHEREAS:
A. The Company has entered into the Fifth Amended and Restated Program
Agreement with Xxxxxxx Xxxxx International, BNP Paribas, Credit Suisse
First Boston (Europe) Limited, Dresdner Bank Aktiengesellschaft, X.X.
Xxxxxx Securities Ltd., Xxxxxx Xxxxxxx & Co. International Limited,
Nomura International plc, and UBS Limited, dated September 30, 2005
(the "Program Agreement"), under which $20,000,000,000 (or its
equivalent in other currencies) in aggregate principal amount of Notes
("Notes") may be outstanding.
B. The Notes will be issued subject to and with the benefit of the Fifth
Amended and Restated Agency Agreement, dated September 30, 2005 (the
"Agency Agreement") among the Company, JPMorgan Chase Bank, N.A. (the
"Agent," which expression shall include its successor or successors for
the time being under the Agency Agreement) and X.X. Xxxxxx Bank
Luxembourg S.A. (the "Paying Agent," which expression shall include its
successor or successors for the time being under the Agency Agreement).
NOW IT IS HEREBY AGREED that:
-----------------------
(1) Appointment of the Calculation Agent
The Company 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.
(2) Duties of Calculation Agent
(a) 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 Company 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.
(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 Company 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 willful default,
negligence or bad faith or that of its officers, directors or employees or any
of them, or breach by it of the terms of this Agreement.
(b) The Calculation Agent shall indemnify and keep indemnified the Company
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 Company in disputing or defending any of the foregoing) which
the Company 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 willful 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 not act as agent of the Company 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 coupons (if any)
appertaining thereto (the "Coupons").
(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 the Agreement
or the Conditions against the Calculation Agent.
(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 Company or the Agent, or any notice, resolution,
direction, consent, certificate, affidavit, statement, cable,
telex 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
Company.
(e) The Calculation Agent, and any of its officers, directors and
employees, may become the owner of, or acquire any interest
in, any Notes 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 Company and may act
on, or as depositary, trustee or agent for, any committee or
body of holders of Notes or Coupons (if any) or other
obligations of the Company as freely as if the Calculation
Agent were not appointed hereunder.
(6) Termination of Appointment
(a) The Company 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 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 Company 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 Company 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
Company 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 Notes is outstanding, the
termination of the appointment of the Calculation Agent
(whether by the Company 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.
(f) Any successor Calculation Agent appointed hereunder shall
execute and deliver to its predecessor and the Company 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 Company 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. Notice of any such merger, conversion
or consolidation shall forthwith be given to the Company and
the Agent.
(i) Upon the termination of the appointment of the Calculation
Agent, the Company shall make all reasonable efforts 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 or telex to the relevant number specified
below, shall be deemed to have been delivered upon
transmission provided such transmission is confirmed by the
answerback of the recipient (in the case of telex) or when an
acknowledgment of receipt is received (in the case of
facsimile):
The Company: TOYOTA MOTOR CREDIT CORPORATION
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Attention: Corporate Manager, Treasury
The Calculation Agent:
-----------------------------------------
or to such other address and/or telex 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) 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.
(10) Governing Law
This Agreement is governed by, and shall be construed in accordance
with, the laws of the State of New York, United States of America,
applicable to agreements made and to be performed wholly within such
jurisdiction.
IN WITNESS WHEREOF, this Agreement has been entered into as of the day
and year first above written.
TOYOTA MOTOR CREDIT CORPORATION
By:
------------------------------------
Xxxxxx X. Xxxxx
President and Chief Executive Officer
[NAME OF CALCULATION AGENT]
By:
-----------------------------------
SCHEDULE OF RELEVANT NOTES
Annotation
by
Series Maturity Calculation
Number Issue Date Date Principal Amount Agent
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Appendix D--21
Appendix D--1
APPENDIX D
FORM OF OPERATING & ADMINISTRATIVE
PROCEDURES MEMORANDUM
Purchasers must confirm all trades directly with Toyota Motor Credit Corporation
(the "Company") and the Agent.
1. RESPONSIBILITIES OF THE AGENT
The Agent will 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 such number of copies of the Final
Terms as it may reasonably require;
(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); and
2. RESPONSIBILITIES OF THE LISTING AGENT/ARRANGER/LEAD MANAGER/ DEALER
(1) The Lead Manager/Dealer shall be responsible for preparing
Final Terms (substantially in the form of Annex B hereto) to
the Offering Circular giving details of the Notes to be issued
and providing the Final Terms and a letter in the form set out
in Annex C attached hereto to the Agent and the Company;
(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 the following:
(a) For Notes to be listed on the Paris Bourse, (i)
obtaining the approval of the SBF to such listing and
(ii) publishing the notice legale relating to such
Notes in the BALO; and
(b) in the case of all other Notes to be listed on a
relevant Stock Exchange, ensuring compliance with the
Prospectus Rules and the Listing Rules and obtaining
all necessary approvals for listing the Notes on the
relevant Stock Exchange. The Company recognizes with
respect to this Clause 2(2)(b) its continuing
obligation so long as any Notes under the Program are
outstanding to apprise the applicable Dealers of any
material adverse change in its consolidated financial
position or its business operations.
3. RESPONSIBILITIES OF THE COMPANY
(1) The Company shall execute and deliver the Final Terms to the Agent and the
Lead Manager/Dealer.
4. SETTLEMENT
The settlement procedures set out in Annex A shall apply to each issue
of Notes, unless otherwise agreed between the Company and the relevant
Dealer or Dealers; with issues of Dual Currency or Index Linked Notes
more time may be felt to be required to settle documentation which is
not specifically included in the Agency Agreement.
Trading Desk Information list is set out in Annex D.
ANNEX A
SETTLEMENT PROCEDURES* ***
Day Latest time Action
No later than Issue 3:30 p.m. The Company or its designated
Date minus 3 agent may agree to terms with
one or more of the Purchasers
for the issue and purchase of
Notes. Once
agreement is reached, the
Company or its designated
agent telephones the Agent (to
be confirmed by the telex,
facsimile or email referred to
below) to instruct it to
prepare, complete,
authenticate and issue a
Temporary Global Note for each
Series of Notes which are to
be purchased by the relevant
Purchaser(s), giving details
of such Notes.
4:00 p.m. If a Purchaser has reached
agreement with the Company
by telephone, such Purchaser
confirms the terms of the
agreement by sending to the
Company Final Terms
(substantially in the form
set out in Annex B) by
telex, facsimile or email
together with a letter in the
form set forth in Annex C and
copies the telex or facsimile
to the Agent.
5:00 p.m. The Company or its designated
agent confirms its
instructions to
the Agent (including, in
the case of Floating Rate
Notes, for the
purposes of rate fixing) by
executing the Final Terms
sent to the Company by the
Purchaser and delivering
such executed copy of the
Final Terms to the Agent and
the Purchaser by telex,
facsimile or email.
The Agent telephones each of
Euroclear, Clearstream or such
other relevant clearing agency
with a request for a common
code and ISM number, if
applicable, for each Series of
Notes agreed to be issued,
which Common Code and ISIN
numbers, if applicable, are
notified by the Agent by
telephone to the Company or
its designated agent and each
Purchaser which has reached
agreement with the Issuer. The
Agent also notifies the
relevant Stock Exchange by
telex, facsimile, email or by
hand of the details of the
Notes to be issued by sending
the Final Terms to the
relevant Stock Exchange.
Issue Date minus 2 3:00 p.m. In the case of Floating Rate
days Notes or Index Linked
Interest Notes,the Agent
notifies Euroclear,
Clearstream or such other
relevant clearing agency,
the Company, the relevant
Purchaser(s) and
the relevant Stock Exchange by
telex, facsimile or email of
the interest rate for the
first interest period (if
already determined). Where the
interest has not yet been
determined, this will be
notified in accordance with
this paragraph as soon as it
has been determined.
The relevant Purchaser(s)
instruct(s) Euroclear,
Clearstream or such other
relevant clearing agency to
debit its account and pay the
subscription price, against
delivery of the Notes, to the
Agent's account with
Euroclear, Clearstream or such
other relevant clearing agency
on the Issue Date and copies
the instructions to the Agent.
Issue Date minus 1 3:00 p.m. The Agent prepares and
authenticates a Temporary
Global Note for each Series
of Notes which are to be
purchased by the relevant
Purchaser(s) on the Issue
Date. All Temporary Global
Notes are then delivered by
the Agent to a common
depositary for Euroclear,
Clearstream and/or such other
relevant clearing agency
specified in the related Final
Terms and instructions are
given by the Agent
to Euroclear, Clearstream or
such other relevant clearing
agency,as the case may be,to
credit the Notes
represented by such
Temporary Global Notes to the
Agent's distribution
account. The Agent further
instructs Euroclear,
Clearstream or such other
relevant clearing agency,
as the case may be, to debit
from the distribution account
the principal amount of Notes
of each Series which each
Purchaser has agreed to
purchase and to credit such
principal amount to the
account of such Purchaser with
Euroclear,Clearstream or
such other relevant
clearing agency, against
payment to the account of the
Agent of the subscription
price for the relevant Notes
for value on the Issue Date.
The Company, the
Purchaser(s) and the Agent
may agree to arrange for
"free delivery" to be made
through the relevant
clearing system if
specified in the relevant
Final Terms.
Issue Date Date Euroclear, Clearstream or
such other relevant clearing
agency, as the case may be,
debit and credit accounts in
accordance with instructions
received by them.
The Agent pays to the Company
the aggregate subscription
moneys received by it to such
account as the Company shall
notify to the Agent.
On or sub-sequent to The Agent notifies the
the Issue Date Company of the issue of
Notes giving details of
each Temporary Global Note
and the principal sum
represented thereby.
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, the Agent
shall determine and certify to
Clearstream, Euroclear or such
other relevant clearing agency
the applicable Exchange Date.
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 both:
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
(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 center of the
country of the relevant Specified Currency (if other than
London), 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 center of any country shall be as provided in the
ISDA Definitions (except in the case of New Zealand and
Australia, where the principal financial center will be as
specified in the Final Terms).
(c) Times given are the approximate times for the taking of the action in
question and are references to London time. Such times can be modified
upon the mutual agreement of the Purchaser, the Agent and the Company.
(d) If at any time the Agent is notified by the Company 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 Company, the Dealer and all the relevant Purchaser(s) (if not the
Dealer).
ANNEX B TO APPENDIX D
FORM OF FINAL TERMS
(TO BE COMPLETED BY THE LEAD MANAGER/DEALER AND EXECUTED BY THE COMPANY)
FINAL TERMS DATED
TOYOTA MOTOR CREDIT CORPORATION
ISSUE OF [AGGREGATE NOMINAL AMOUNT OF TRANCHE] [TITLE OF NOTES]
UNDER THE U.S. $20,000,000,000
EURO MEDIUM-TERM NOTE PROGRAM
PART A--CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions set forth in the Base Prospectus dated September 30,
2005 [and the Supplementary Prospectus dated]1 which [together], excluding
all information incorporated by reference other than the Reports and any
information included in any Supplementary Prospectus 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 Base 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 Base Prospectus. [The Base
Prospectus [and] [the Supplementary Prospectus] [is] [are] available for viewing
and copies may be obtained from the principal office in London, England of
JPMorgan Chase Bank, N.A., the issuing and principal paying agent for the Notes,
at Xxxxxxx Xxxxx, 0 Xxxxxx Xxxx Xxxxxx, Xxxxxx X0X 0XX and at
xxx.xxxxxxxxxxxxxxxxxxx.xxx.](2)
The following alternative language applies if the first Tranche of an issue
which is being increased was issued under an Offering Circular/ Base Prospectus
with an earlier date.
Terms used herein shall be deemed to be defined as such for the
purposes of the Conditions (the "Conditions") set forth in the Base Prospectus
dated September 30, 2005 [and the Supplementary Prospectus dated]1, which
[together], excluding all information incorporated by reference other than the
Reports and any information contained in any Supplementary Prospectus,
constitute[s] a base prospectus for the purposes of the Prospectus Directive,
(Directive 2003/71/EC) (the "Prospectus Directive") save in respect of the
Conditions which are extracted from the [Offering Circular] [Base Prospectus]
dated [ ] [and the Supplementary [Offering Circular[s]] [Base Prospectus[s]]
dated ]1 and are attached hereto. 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 the Base Prospectus dated
September 30, 2005 [as so supplemented]1. 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 Base Prospectus dated September 30, 2005 [and the [Offering
Circular] [Base Prospectus] [and] [Supplementary Offering Circular[s]]
[Supplementary Prospectus] dated ]1. [The [Offering Circular] [and] [Base
Prospectus] [and [Supplementary Offering Circular[s]] [the Supplementary
Prospectus][es]] are available for viewing and copies may be obtained from the
principal office in London, England of JPMorgan Chase Bank, N.A., the issuing
and principal paying agent for the Notes, at Xxxxxxx Xxxxx, 0 Xxxxxx Xxxx
Xxxxxx, Xxxxxx X0X 0XX and at xxx.xxxxxxxxxxxxxxxxxxx.xxx.](2)
[Include whichever of the following apply or specify as "Not Applicable" (N/A).
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 Base Prospectus under Article 16 of the Prospectus
Directive.]
1. (i) Issuer: Toyota Motor Credit Corporation (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: [ ] [(i)] Series: [ ]
[(ii) Tranche: [Delete if not applicable]
5. Issue Price: [ ] per cent of
the Aggregate Nominal Amount
[plus accrued interest from
[insert date] (in the case of
fungible issues
only, if applicable)]
6. Specified Denominations: [ ](4) [ ]
7. [(i)] Issue Date: [ ] [(ii)] Interest Commencement Date if [ ]
different from the Issue Date:
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: [ % Fixed
Rate]
[[specify reference rate] +/-
% Floating Rate] [Zero
Coupon] [Index Linked
Interest] [Other (specify)]
(further particulars
specified below)
10. Redemption/Payment Basis:(5) [Redemption at par]
[Index Linked Redemption]
[Dual Currency]
[Partly Paid]
[Installment]
[Other (specify)]
11. Change of Interest Basis or
[Specify details of any
provision for convertibility
of Notes Redemption/Payment
Basis: into another Interest
Basis or Redemption/ Payment
Basis]
12. Put/Call Options: [Put
Option] [Call Option]
[(further particulars
specified below)]
13. [(i)] Status of the Notes: [Senior/[Dated/Perpetual]/ Subordinated]
[(ii)] Nature of the Credit Support: See "Relationship of TMCC with TFS
and TMC" in the Offering
Circular dated [ ].
[(iii)] [Date [Board] approval for [See "General
Information--Authorization" section of the Offering issuance of
Notes [and Credit Circular for all the relevant board approval
dates for the Support] obtained: Program] / [(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 (AND, TO THE
[Applicable/Not Applicable]
EXTENT APPLICABLE, DUAL CURRENCY NOTES, (If not applicable, delete the
remaining sub-paragraphs of this INDEX LINKED REDEMPTION NOTES, PARTLY
PAID paragraph) NOTES AND INSTALLMENT NOTES):
(i) Fixed Rate[(s)] of Interest: [ ] per cent. per annum [payable
[annually/semi-annually/quarterly/monthly] in arrear]
(ii) Interest Payment Date(s): [ ] in each year [adjusted in accordance
with [specify Business Day Convention and any Applicable Business
Center(s) for the definition of "Business Day"]/not adjusted]
(iii) Fixed Coupon Amount[(s)]: [ ] per [ ] in Nominal Amount
(iv) Broken Amount(s): [Insert particulars of any initial or final broken
interest amounts which do not correspond with the Fixed Coupon
Amount[(s)]]
(v) Fixed Day Count Fraction: [30/360] / [Actual/Actual (ICMA/ISDA)] /
[other] (vi) Determination Dates: [ ] 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 Day Count Fraction is
Actual/Actual ([ICMA])) [Not Applicable]
(vii) Other terms relating to the [Not Applicable/give details]
method of calculating interest for Fixed Rate Notes:
16. FLOATING RATE NOTE PROVISIONS (AND TO THE [Applicable/Not Applicable]
EXTENT APPLICABLE, DUAL CURRENCY NOTES, (If not applicable, delete the
remaining sub-paragraphs of this INDEX LINKED NOTES, PARTLY PAID NOTES
AND paragraph) INSTALLMENT NOTES):
(i) Interest Period(s): [ ] (ii) Specified Interest Payment Dates:
[ ]
(iii) Business Day Convention: [Floating Rate Convention/ Following
Business Day Convention/ Modified Following Business Day
Convention/ Preceding Business Day Convention/ other (give
details)]
(iv) Applicable Business Center(s) [London/specify others] for
purposes of "Business Day" definition:
(v) Manner in which the Rate(s) of [Screen Rate Determination/ISDA
Determination/other (give Interest and Interest Amount
details)] is/are to be determined:
(vi) Calculation Agent responsible [ ] for calculating the Rate(s)
of Interest and Interest Amount(s) (if not the Agent):
(vii) 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 the Conditions)
-- Applicable "Interest [Same as Condition
4(b)(iv)/(F)/specify other] Determination Date" definition
(if different from that in Condition 4(b)(iv)(F)):
-- Relevant Screen Page:
(In the case of EURIBOR, if not Telerate 248 ensure it is a page
which shows a composite rate)
(viii) ISDA Determination:
-- Floating Rate Option: [ ]
-- Designated Maturity: [ ]
-- Reset Date: [ ]
(ix) Margin(s): [+/-][ ] per cent per annum (x) Minimum Rate of Interest:
[ ] per cent per annum (xi) Maximum Rate of Interest: [ ] per cent per
annum (xii) Day Count Fraction: [ ] (xiii) Fall back provisions, rounding
[ ]
provisions, denominator and any other terms relating to the
method of calculating interest on Floating Rate Notes, if
different from those set out in the Conditions:
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 Centers for [London/specify others]
purposes of "Business Day" Definition:
(vi) Calculation Agent responsible [ ] for calculating the amount
due (if not the Agent):
18. INDEX-LINKED INTEREST NOTE/OTHER [Applicable/Not Applicable]
VARIABLE-LINKED INTEREST NOTE PROVISIONS
(If not applicable, delete the remaining sub-paragraphs of this
paragraph)
(i) Index/Formula/other variable: [give or annex details] (ii)
Calculation Agent 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:
(vi) Interest Period(s) or other [ ] calculation periods:
(vii) Specified Interest Payment Dates: [ ]
(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 Center(s) [ ] for purposes of "Business
Day" definition:
(x) Minimum Rate of [ ] per cent per annum Interest/Interest
Amount:
(xi) Maximum Rate of [ ] per cent per annum Interest/Interest
Amount:
(xii) Day Count Fraction: [ ]
19. DUAL CURRENCY NOTE PROVISIONS(5) [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-paragraphs of this
paragraph)
(i) Rate of Exchange/method of [give details] calculating Rate of
Exchange:
(ii) Calculation Agent, 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 impossible or impracticable:
(iv) Person at whose option Specified [ ] Currency(ies) is/are
payable:
PROVISIONS RELATING TO REDEMPTION
20. 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 [ ] per Note of [ ] specified
denomination each Note and method, if any, of calculation of
such amount(s):
(iii) If redeemable in part: (a) Minimum Redemption Amount: [ ] (b)
Maximum Redemption Amount: [ ]
(iv) The applicable period for notice [Same as Condition
5(d)/specify other] to Noteholders (if different from that set
out in Condition 5(d)):(6)
(v) The applicable period for notice [Same as Condition
5(d)/specify other] to the Agent (if different from that set
out in Condition 5(d)):(6)
21. 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 [ ] per Note of [ ] specified
denomination each Note and method, if any, of calculation of such
amount(s):
(iii) Notice period(6) [ ] (iv) Other details: [ ]
22. FINAL REDEMPTION AMOUNT OF
EACH NOTE(5) [[ ] per Note of
[ ] specified denomination]
/[other]/[see Appendix]
In cases where the Final Redemption Amount is Index-Linked or other
variable-linked:
(i) Index/Formula/variable: [give or annex details] (ii) Calculation
Agent responsible [ ]
for calculating the Final
Redemption Amount:
(iii) Provisions for determining 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: [ ] (viii) Maximum Final
Redemption Amount: [ ]
23. EARLY REDEMPTION AMOUNT
Early Redemption Amount(s) of each Note [ ] payable on redemption for
taxation reasons or on event of default or other early redemption and/or
the method of calculating the same (if required or if different from that
set out in the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes: BEARER NOTES:
[Temporary global Note
exchangeable for a permanent
global Note which is
exchangeable for security
printed definitive Notes[only
if (as described more fully
in the Conditions) (a) there
should be an Event of
Default; (b) Euroclear,
Clearstream, Luxembourg and
any other relevant clearance
system are all no longer
willing or able to properly
discharge their
responsibilities and the
Agent and TMCC are unable to
locate a qualified successor;
(c) upon the election of
TMCC; or (d) upon 90 days
written notice of any
Noteholder, all as set forth
more fully in the
Conditions/Others (give
details)] [Temporary global
Note exchangeable for
security printed definitive
Notes on and after the
Exchange Date.]
25. Financial Center(s) or other special [Not Applicable/give details. Note
that this item relates to the provisions relating to Payment Dates: date
and place of payment, and not interest period end dates, to
which items 15 (ii), 16(iv) and 18(ix) relates]
26. Talons for future Coupons or Receipts to [Yes/No. If yes, give details]
be attached to definitive Notes (and dates on which such Talons mature):
27. Details relating to Partly Paid Notes: [Not Applicable/give details]
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]:
28. Details relating to Installment Notes: [Not Applicable/give details]
amount of each installment, date on which each payment is to be made:
29. Whether the Notes will be subject to [Yes/No]
redenomination or exchange into euro: (if yes, specify particular
provision(s) applicable in
full)
30. Further Issues and Consolidation: [TMCC 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 first
payment of interest thereon
and the Issue Date thereof)
so that the same shall be
consolidated and form a
single Series with the
outstanding Notes and
references in the Conditions
to "Notes" shall be construed
accordingly.]
31. Other final terms: [Not Applicable/give details]
(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
32. (i) If syndicated, names and [Not Applicable/give names,
addresses and underwriting addresses of Managers and
commitments] 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) Stabilizing Manager(s) (if any): [Not Applicable/give name] 33.
If non-syndicated, name and address of [Not Applicable/give
name and address]
Dealer:
34. Total commission and concession: [ ] per cent. of the Aggregate Nominal
Amount 35. Additional selling restrictions: Selling restrictions, including
those applicable to the United
States and United Kingdom are
set out in the Offering
Circular and Appendix B to
the Fifth Amended and
Restated Program Agreement
dated September 30, 2005 [and
the Syndicate Purchase
Agreement dated [ ], among
the Dealers and the Company.]
PART B--OTHER INFORMATION
36. [RISK FACTORS
Additional product specific
risk factors which are not
covered under "Risk Factors"
in the Offering Circular
[Give details. N.B. If any
such additional risk factors
are to be included,
consideration should be given
as to whether they constitute
"significant risk factors"
and consequently trigger the
need for a Supplementary
Prospectus under Article 16
of the Prospectus
Directive.][Not Applicable.]
37. LISTING
(i) Listing: [London/Luxembourg/other (specify)/None] (ii) Admission to
trading: [Application has been made for the Notes to be admitted to
trading on [the Gilt Edged
and Fixed Interest Market of
the London Stock Exchange]
[other] with effect from [
].] [Other] [Not Applicable.]
(Where documenting a fungible
issue need to indicate that
original securities are
already admitted to trading.)
38. RATINGS
Program Ratings: For information on Program
Ratings, see "General
Information--Credit Ratings"
in the Offering Circular
dated[ ].
[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 Offering Circular 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.].)
39. [NOTIFICATION
The Financial Services
Authority [has been requested
to provide/has
provided--include first
alternative for an issue
which is contemporaneous with
the establishment or update
of the Program and the second
alternative for subsequent
issues] the[include names of
competent authorities of host
Member States] with a
certificate of approval
attesting that the Base
Prospectus has been drawn up
in accordance with the
Prospectus Directive.]
40. [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. [Give details]
[Not applicable] May be
satisfied by the inclusion of
the following statement:
"Save as discussed in
"Subscription and Sale" in
the Offering Circular, so far
as TMCC is aware, no person
involved in the offer of the
Notes has an interest
material to the offer."]
41. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
[(i) Reasons for the offer As set forth in "Use of
Proceeds" in the Offering
Circular dated
September 30, 2005.
(See "Use of Proceeds"
wording in Base Prospectus--
if reasons for offer
different from making profit
and/or hedging certain risks
will need to include those
reasons here.)]
[(ii)] Estimated net proceeds:
(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,
listing fees, commissions).]
(If the Notes are derivative
securities to which Annex XII
of the Prospectus Directive
Regulation applies it is only
necessary to include
disclosure of net proceeds
and total expenses at (ii)
and (iii) above where
disclosure is included at (i)
above.)
42. [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[]% and
final amount of []%]
[Include alternative method
of calculating yield in
summary form.]
As set out above, the yield
is calculated at the Issue
Date of the basis of the
Issue Price. It is not an
indication of future
yield.]
43. [FLOATING RATE NOTES ONLY--HISTORIC INTEREST RATES
Details of historic
[LIBOR/EURIBOR/other]
rates can be obtained
from [Telerate].]
[Give other details]
[Not Applicable]
44. [INDEX-LINKED OR OTHER VARIABLE-LINKED NOTES ONLY--PERFORMANCE OF
INDEX/FORMULA/OTHER VARIABLE, 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/other
variable can be obtained and
a clear and comprehensive
explanation of how the value
of the investment is affected
by the underlying (including
market or settlement
disruption events that affect
the underlying) and the
circumstances when the risks
are most evident. Include a
description of any adjustment
rules with relation to events
concerning the underlying.
Where the underlying is 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.
Where the underlying is a
security, the name of the
ISIN or other identification
code. Where the underlying is
a basket of underlyings,
disclosure of the relevant
weightings. Where the
underlying in an interest
rate, need to include a
description of the interest
rate. Where the underlying is
not an index/underlying
security/basket/ interest
rate need to include
equivalent information.*]
[Give details] [Not
Applicable] [The Issuer does
not intend to provide
post-issuance information on
the underlying] [Give
details]
45. [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 rate[s] can be
obtained and 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]
OPERATIONAL INFORMATION
46. ISIN Code: [Give details] [Not Applicable] 47. Common Code: [Give details]
[Not Applicable] 48. Any clearing system(s) other than [Not Applicable/give
name(s) and number(s)]
Euroclear Bank S.A./N.V. and Clearstream
Banking Societe Anonyme and the relevant
identification number(s):
49. Delivery: Delivery [against/free of] payment 50. Names and addresses of
additional Paying [Give details] [Not Applicable]
Agent(s) (if any):
[LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to
trading the issue of Notes described herein pursuant to the U.S. $20,000,000,000
Euro Medium Term Note Program of Toyota Motor Credit Corporation.]
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final
Terms. [ has been extracted from. 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, no facts have been omitted which
would render the reproduced inaccurate or misleading.]
Signed on behalf of the Issuer:
By:
Duly authorised
cc: JPMorgan Chase Bank, N.A.
[GRAPHIC OMITTED]
Appendix D--21
Appendix D--1
(1) Only include details of a Supplementary Offering Circular/Base
Prospectus in which the Conditions have been amended for the purposes
of all future issues under the Program.
(2) Article 14.2 of the Prospectus Directive provides that a Base
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. Article
16 of the Prospectus Directive requires that the same arrangements are
applied to Supplementary Prospectuses.
(3) In the transitional phase it is most likely that the "original"
offering document containing the Conditions will not be a Prospectus
Directive compliant prospectus whereas the "current" offering document
will be.
(4) Section 6: Add the following language if the Program allows for issues
of securities with a maturity of less than one year and the issuer is
not an authorised person permitted to accept deposits or an exempt
person under the UK Financial Services and Markets Xxx 0000. Delete
square-bracketed text for issuers incorporated in the UK or within S
418 FSMA. The issue of securities with a maturity of less than one year
by such issuers, where the issue proceeds are to be accepted in the
United Kingdom, or, in the case of issuers incorporated in the UK or
within S 418 FSMA, will be subject to S 19 FSMA unless their
denomination is (pound)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:
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 S 19
FSMA and] which have a maturity of less than one year must have a
minimum redemption value of (pound)100,000 (or its equivalent in other
currencies).
Add appropriate provisions to terms and conditions if included.
(5) If the Final Redemption Amount is less than 100% 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.
(6) 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 or any trustee.
* Required for derivative securities to which Annex XII of the Prospectus
Directive Regulation applies. See footnote 5 above.
ANNEX C
FORM LETTER FROM LEAD MANAGER/DEALER
[Date]
To: [Issuer]
c.c.: [Agent]
[ISSUER]
[Title of relevant tranche of Notes (specifying type
of Notes] issued pursuant to the U.S.$20,000,000,000 Euro
Medium-Term Note Program
of Toyota Motor Credit Corporation
We hereby confirm the agreement for the issue to us of [describe issue] Notes
due [ ] (the "Notes") under the above Program pursuant to the terms of issue set
out in the Final Terms which we are faxing herewith.
[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] account number [ ] in
the name of [Name of Dealer].
Please confirm your agreement to the terms of issue by signing and faxing to us
a copy of the Final Terms in the form attached hereto.
For and on behalf of [Name of Dealers].
By:
--------------------------------------------
Authorized signatory
ANNEX D
TRADING DESK INFORMATION
THE COMPANY
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 BNP PARIBAS
Xxxxxxx Xxxxx Financial Centre 00 Xxxxxxxx Xxxxxx
2 Xxxx Xxxxxx Xxxxxx Xxxxxx XX0X 0XX
Xxxxxx XX0X 0XX Telephone: 0000 000 0000
Telephone: 0000 000 0000 Telefax: 0207 595 2555
Telefax: 0207 995 2968 Attn: Euro Medium Term Note Desk
Attn: EMTN Trading and Distribution
Desk
CREDIT SUISSE FIRST BOSTON DRESDNER BANK AKTIENGESELLSCHAFT
(EUROPE) LIMITED Xxxxxx-Xxxxx-Xxxxx 0
One Cabot Square 60301 Frankfurt am Xxxx
Xxxxxx X00 0XX Xxxxxxx Xxxxxxxx of Germany
Telephone: 0000 000 0000 Telephone: 0000 000 0000
Telefax: 0207 905 6128 Telefax: 0207 475 5843
Attn: MTN Trading Attn: MTN-Desk
X.X. XXXXXX SECURITIES LTD. XXXXXX XXXXXXX & CO. INTERNATIONAL
000 Xxxxxx Xxxx XXXXXXX
Xxxxxx XX0X 0XX 00 Xxxxx Xxxxxx
Telephone: 0000 000 0000 Canary Wharf
Telefax: 0207 777 9153 Xxxxxx X00 0XX
Attn: Euro Medium Term Note Desk Telephone: 0000 000 0000
Telefax: 0207 677 7999
Attn: Debt Capital Markets--Head of
Transaction Management Group
NOMURA INTERNATIONAL PLC UBS LIMITED
Nomura House 000 Xxxxxxxxx Xxxxxx
1 St. Xxxxxx'x-le-Grand London EC2M 2RH
Xxxxxx XX0X 0XX Telephone: 0000 000 0000
Telephone: 0000 000 0000 Telefax: 0207 568 3349
Telefax: 0207 521 2616 Attn: MTNs and Private Placements
Attn: MTN Trading
APPENDIX E
FORM OF THE NOTES
Each Tranche of Notes will initially be represented by one or more
temporary global Notes, without receipts, interest coupons or talons, which will
be delivered to a common depositary for Euroclear and Clearstream, Luxembourg.
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 only to
the extent that certification of non-U.S. beneficial ownership (in the form set
out in the temporary global Note) has been received from Euroclear or
Clearstream, Luxembourg. Interests in the temporary global Note will be
exchangeable for interests in a permanent global Note and/or for security
printed definitive Notes (as specified under "Terms and Conditions of the Notes"
and in the applicable Final Terms) not earlier than the date (the "Exchange
Date") which is 40 days after completion of the distribution of the relevant
Tranche, provided that certification of non-U.S. beneficial ownership has been
received. No interest or principal payments will be made on a temporary global
Note after the Exchange Date.
Payments of principal or interest (if any) in respect of a permanent
global Note will be made through Euroclear and Clearstream, Luxembourg, against
presentation or surrender, as the case may be, of the permanent global Note
without any requirement for further certification. A permanent global Note will
be exchangeable in whole, but not in part, for security printed definitive Notes
with, where applicable, receipts, interest coupons and talons attached not
earlier than the Exchange Date under certain limited circumstances set forth
under "Terms and Conditions of the Notes". If a portion of the Notes continue 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.
Unless specified in the applicable Final Terms, investors shall have the right
to require the delivery of definitive Notes; provided, however, that such
delivery may be conditioned on written notice, as specified in the applicable
Final Terms, from Euroclear or Clearstream, Luxembourg (as the case may be)
acting on instructions of the holders of interest in the temporary or permanent
global Note and/or on the payment of costs in connection with the printing and
distribution of the definitive Notes. No definitive Note delivered in exchange
for a permanent or temporary global Note shall be mailed or otherwise delivered
to any locations in the United States of America in connection with such
exchange. Temporary and permanent global Notes and definitive Notes will be
issued by JPMorgan Chase Bank, N.A., as issuing 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 includes any successor agents or any other Calculation Agent
specified in the applicable Final Terms) pursuant to a Fifth Amended and
Restated Agency Agreement dated as of September 30, 2005 (the "Agency
Agreement"), and made between TMCC, the Agent and the other paying agents named
therein (together with the Agent, the "Paying Agents", which expression includes
any additional or successor paying agents).
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, be deemed to
include such other additional or alternative clearing system.
If specified in the applicable Final Terms, TMCC may use market
standard definitions in the terms and conditions of any Notes, including those
published by the International Swaps and Derivatives Association.
Temporary and permanent global Notes and definitive Notes will be
issued in bearer form only. The following legend will appear on all global
Notes, definitive Notes, receipts and interest coupons for Notes with a maturity
of more than 183 days:
"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."
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 global Notes,
definitive Notes, 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)."
APPLICABLE FINAL TERMS
Set out below is the form of Final Terms which will be completed for
each Tranche of Notes issued under the Program.
[See Annex B to Appendix D (Form of Operating & Administrative Procedures
Memorandum) for the Final Terms.]
