Ex 10.5(f)
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 23, 1997 among
TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed on the
signature pages hereof (the "Banks") and XXXXXX GUARANTY TRUST COMPANY OF NEW
YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Three-Year Credit
Agreement dated as of September 29, 1994 and amended and restated as of
September 24, 1996 (the "Agreement");
WHEREAS, no Loans are outstanding under the Agreement at the date hereof; and
WHEREAS, the parties hereto desire to amend the Agreement as set forth herein
and to restate the Agreement in its entirety to read as set forth in the
Agreement with the amendments specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Agreement shall have the
meaning assigned to such term in the Agreement. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in
the Agreement shall from and after the date hereof refer to the Agreement as
amended hereby.
SECTION 2. Amendment of the Agreement
(a) Each reference to "1995" in the definition of "Borrower's 1995 Form
10-K" and in Section 4.04(a) is changed to "1996".
(b) Each reference to "1996" in the definition of "Borrower's Latest Form
10-Q" and in Sections 4.04(b) and (c) is changed to "1997".
(c) The date "September 24, 2001" appearing in the definition of
"Termination Date" is changed to "September 23, 2002".
(d) Section 5.01(e) is amended in its entirety to read as follows:
(e) promptly upon the filing thereof, copies of all registration
statements (other than exhibits thereto, pricing supplements and any
registration statements (x) on Form S-8 or its equivalent or (y) in connection
with asset securitization transactions) and reports on Forms 10-K, 10-Q and 8-
K (or their equivalents) which the Borrower shall have filed with the
Securities and Exchange Commission;
(e) Section 5.01 (f) is amended in its entirety to read as follows:
(f) within five days after any officer of the Borrower at any time
obtains knowledge that any representation or warranty set forth in Section
4.06 would not be true if made at such time, a certificate of the chief
financial officer or the chief accounting officer of the Borrower setting
forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto; and
SECTION 3. Changes in Commitments. With effect from and including the date
this Amended and Restated Credit Agreement becomes effective in accordance
with Section 5 hereof, the Commitment of each Bank shall be the amount set
forth opposite the name of such Bank on the signature pages hereof, as such
amount may be reduced from time to time pursuant to Section 2.09 of the
Agreement. Any Bank whose commitment is changed to zero shall upon such
effectiveness cease to be a Bank party to the Agreement, and all accrued fees
and other amounts payable under the Agreement for the account of such Bank
shall be due and payable on such date; provided that the provisions of Section
9.03 of the Agreement shall continue to inure to the benefit of each such
Bank.
SECTION 4. Governing Law. This Amended and Restated Credit Agreement shall
be governed by and construed in accordance with the laws of the State of New
York.
SECTION 5. Counterparts; Effectiveness. This Amended and Restated Credit
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Amended and Restated Credit Agreement shall
become effective as of the date hereof when the Agent shall have received (i)
duly executed counterparts hereof signed by the Borrower and the Banks (or, in
the case of any party as to which an executed counterpart shall not have been
received, the Agent shall have received telegraphic, telex or other written
confirmation from such party of execution of a counterpart hereof by such
party) and (ii) an opinion of the General Counsel of the Borrower (or such
other counsel for the Borrower as may be acceptable to the Agent)
substantially in the form of Exhibit E to the Agreement with reference to this
Amended and Restated Credit Agreement and the Agreement as amended and
restated hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated
Credit Agreement to be duly executed as of the date first above written.
TOYOTA MOTOR CREDIT CORPORATION
By: /S/ Xxxxxx X. Xxxxx
-------------------------------
Title: Senior Vice President
& General Manager
Commitments
-----------
$100,000,000 XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By: /S/ Xxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
$100,000,000 BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /S/ Xxxx Xxxxx
--------------------------------
Title: Vice President
$100,000,000 THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /S/ Xxxxxxx Xxxx
--------------------------------
Title: Deputy General Manager
$100,000,000 THE CHASE MANHATTAN BANK
By: /S/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Managing Dirextor
$100,000,000 CITIBANK, N.A.
By: /S/ Xxxxx Xxx
--------------------------------
Title: Attorney-in-Fact
$100,000,000 CREDIT SUISSE FIRST BOSTON
By: /S/ Xxxxx X. Xxxxxxxxxxx
--------------------------------
Title: Managing Director
By: /S/ Xxxx X. Xxxxxxx
--------------------------------
Title: Vice President
$40,000,000 ABN AMRO BANK, N.V., LOS ANGELES
INTERNATIONAL BRANCH
By: /S/ Xxxx X. Xxxxxx
--------------------------------
Title: Group Vice President
By: /S/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Vice President/Director
$40,000,000 BANQUE PARIBAS
By: /S/ Xxxxx X. Xxxxxxx
--------------------------------
Title: Director
By: /S/ Xxxxxxx X. Xxxxxx
--------------------------------
Title: Associate
$40,000,000 BARCLAYS BANK PLC
By: /S/ L. Xxxxx Xxxxxx
--------------------------------
Title: Associate Director
$40,000,000 DEUTSCHE BANK AG, NEW YORK
BRANCH / CAYMAN ISLAND BRANCH
By: /S/ Wolf X. Xxxxx
--------------------------------
Title: Vice President
By: /S/ Xxxxxx Xxxxxx
--------------------------------
Title: Vice President
$40,000,000 THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED, LOS ANGELES AGENCY
By: /S/ Xxxxxxxx Xxxxxxxx
--------------------------------
Title: Deputy General Manager
$40,000,000 THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By: /S/ Xxxxxxx Xxxxxxxx
--------------------------------
Title: General Manager & Agent
$40,000,000 THE SANWA BANK, LIMITED,
LOS ANGELES BRANCH
By: /S/ Xxxxx Xxxxxxxxx
--------------------------------
Title: Assistant Vice President
$40,000,000 SWISS BANK CORPORATION,
NEW YORK BRANCH
By: /S/ Xxxx Xxxxxxx
--------------------------------
Title: Associate Director, Credit
Risk Managment, SBC Warburg
By: /S/ Xxxxxxx X. XxXxxxxx
-------------------------------
Title: Associate Director,
Banking Finance Support, N.A.
$40,000,000 THE TOKAI BANK, LIMITED,
LOS ANGELES AGENCY
By: /S/ Xxxxxx Xxxxxxxx
--------------------------------
Title: Joint General Manager
$40,000,000 UNION BANK OF SWITZERLAND,
NEW YORK BRANCH
By: /S/ Xxxx X. Xxxxxxxx
--------------------------------
Title: Assistant Treasurer
By: /S/ Xxxxx Xxxxxxx
--------------------------------
Title: Vice President
-----------------
Total Commitments
$1,000,000,000
=================
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /S/ Xxxxxx X. Xxxxxxx
--------------------------------
Title: Vice President
