EXECUTION COPY
TOYOTA MOTOR CREDIT CORPORATION
CALCULATION AGREEMENT
THIS AGREEMENT is made as of September 1, 1997, between Toyota Motor Credit
Corporation, a California corporation (the "Issuer"), and U.S. Bank National
Association (the "Calculation Agent");
WHEREAS, the Issuer proposes to issue and sell on a continuous basis its
TMCC Demand Notes (the "Notes") pursuant to the terms and conditions of the
Indenture referred to below; and
WHEREAS, the Issuer desires to appoint the Calculation Agent as the
Calculation Agent with respect to certain Notes relating to the investment of
Interest Collections (the "Subject Notes") from time to time, and the
Calculation Agent desires to accept such appointment, in each case pursuant to
the terms and conditions set forth herein; and
WHEREAS, the Issuer is entitled to the benefits of the Indenture, dated as
of September 1, 1997 (the "Indenture"), between the Issuer, and U.S. Bank
National Association as indenture trustee with respect to the Notes (the
"Indenture Trustee");
NOW IT IS HEREBY AGREED THAT:
Section 1. APPOINTMENT OF CALCULATION AGENT; DEFINITIONS. The Issuer
hereby appoints the Calculation Agent as Calculation Agent with respect to the
Subject Notes. The Calculation Agent hereby accepts its appointment as an
independent party for the purpose of calculating, as applicable, the principal
of, the interest rate of, and amount of interest on, the Subject Notes upon the
terms and conditions set forth herein. Capitalized terms used herein and not
otherwise defined shall have the respective meanings assigned to them in the
Indenture or the Subject Notes.
Section 2. CALCULATION OF INTEREST RATES AND PRINCIPAL. (a) The
Calculation Agent shall calculate the interest rate applicable to and the amount
of interest payable on and, if so specified in the Subject Notes, the principal
payable on each Subject Note for which it is Calculation Agent, and communicate
the same to the Issuer and the Indenture Trustee upon the terms and conditions
contained herein. The Issuer shall cause the Indenture Trustee to provide the
Calculation Agent with not less than two, but not more than ten Business Days'
notice of each Calculation Date on which an interest or principal calculation is
to be made by the Calculation Agent, and the Calculation Agent shall notify the
Indenture Trustee by telephone or facsimile of the applicable interest rate,
amount of interest and/or principal payable, as applicable, with respect to each
Subject Note to which such Calculation Date relates and shall confirm such
calculation in writing within 24 hours after so notifying the Indenture Trustee.
(b) The calculation of the interest rates applicable to any Subject
Note shall be determined by reference to the terms and conditions specified in
the related Subject Note supplied to the Calculation Agent. In no event shall
any such interest rate be less than the specified minimum interest rate, if any,
or higher than the specified maximum interest rate, if any, designated in the
applicable Subject Note and in no event shall any interest rate be higher than
the maximum rate permitted by New York law as the same may be modified by United
States law of general application. The Calculation Agent shall, if applicable,
calculate the amount of interest payable on each Subject Note in the manner and
at the times specified in the related Subject Note supplied to the Calculation
Agent.
(c) If so specified in any Subject Note, the Calculation Agent shall
calculate the principal amount as specified in such Subject Note supplied to the
Calculation Agent.
(d) As soon as practicable after each Calculation Date, if any, the
Calculation Agent will cause to be forwarded to the Issuer and the Indenture
Trustee information regarding the interest rates, the interest periods, the
amount of interest for each interest period, the relevant Interest Payment Dates
and, if applicable (as specified in the related Subject Note), principal for the
relevant Maturity of the Subject Note.
Section 3. STATUS OF CALCULATION AGENT. Any acts taken by the Calculation
Agent in such capacity under this Agreement or in connection with any Subject
Note, including, specifically, but without limitation, the calculation of any
principal amount, interest rate or interest amount, shall be deemed to have been
taken by the Calculation Agent solely in its capacity as an agent acting on
behalf of the Issuer and shall not create or imply any obligation to, or any
agency or trust relationship with, any owner or holder of any Note.
Section 4. FEES AND EXPENSES. The Calculation Agent shall be entitled to
such compensation for its services rendered under this Agreement as may be
agreed upon with the Issuer, and the Issuer shall pay such compensation and
shall reimburse the Calculation Agent for all reasonable out-of-pocket expenses,
disbursements and advances (including reasonable legal fees and expenses)
incurred or made by the Calculation Agent in connection with the entering into,
and the services rendered by it under, this Agreement upon receipt of such
invoices as the Issuer may reasonably require.
Section 5. RIGHTS AND LIABILITIES OF THE CALCULATION AGENT.
The Calculation Agent, its directors, officers, employees and agents shall incur
no liability for, or in respect of, any action taken or omitted to be taken, or
suffered by it in reliance upon any Subject Note, written instruction, notice,
request, direction, certificate, consent, report, affidavit, statement, order or
other instrument, paper, document or communication reasonably believed by it in
good faith to be genuine, except in the case of its or their negligence or
willful misconduct. Any Subject Note, written instruction, notice, request,
direction, certificate, consent, report, affidavit, statement, order or other
instrument, paper, document or communication from the Issuer or given by it and
sent, delivered or directed to the Calculation Agent under, pursuant to, or as
permitted by, any provision of this Agreement shall be sufficient for purposes
of this Agreement if it is in writing and signed by any authorized
representative of the Issuer, as may be specified from time to time by the
Issuer. The Calculation Agent may conclusively rely, as to the truth of the
statements expressed therein, upon
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any Subject Note, written instruction, notice, request, direction, certificate,
consent, report, affidavit, statement, order and/or other instrument, paper,
document or communication, reasonably believed by it in good faith to be
genuine, from the Issuer or given by it and sent, delivered or directed to the
Calculation Agent and conforming to the requirements of this Agreement, and the
Calculation Agent may rely and shall be protected in acting upon any such
Subject Note, written instruction, notice, request, direction, certificate,
consent, report, affidavit, statement, order or other instrument, paper,
document or communication. The Calculation Agent may consult with counsel
satisfactory to it and the advice of such counsel shall constitute full and
complete authorization and protection of the Calculation Agent with respect to
any action taken or omitted to be taken or suffered by it hereunder in good
faith and in accordance with and in reliance upon the advice of such counsel.
The Calculation Agent shall not be liable for any error resulting from the use
of or reliance on a source, data service, bid or offered rate or publication
required to be used by any Subject Note, this Agreement or any other related
document. Neither the Calculation Agent nor its directors, officers, employees
or agents shall be liable to the Issuer for any act or omission hereunder,
except in the case of its or their negligence or willful misconduct. No party
shall be liable for any default resulting from force majeure, which shall be
deemed to include any circumstances beyond the reasonable control of the party
affected.
Section 6. DUTIES OF CALCULATION AGENT. The Calculation Agent shall be
obligated to perform only such duties as are specifically set forth herein and
no other duties, covenants or obligations on the part of the Calculation Agent,
in its capacity as such, shall be implied by this Agreement.
Section 7. TERMINATION, RESIGNATION OR REMOVAL OF THE CALCULATION AGENT.
The Calculation Agent may at any time terminate this Agreement by giving
written notice to the Issuer and the Indenture Trustee specifying the date on
which its desired resignation shall become effective, provided that such
notice shall be given no less than three months prior to said effective date
unless the Calculation Agent and Issuer otherwise agree in writing. The
Issuer may terminate this Agreement at any time by giving written notice to
the Calculation Agent and specifying the effective date of such termination.
No termination by either the Calculation Agent or the Issuer shall become
effective prior to the date of the appointment by the Issuer of a successor
Calculation Agent for the Subject Notes which are the subject of this
Agreement and the acceptance of such appointment by such successor
Calculation Agent as provided in Section 8 hereof. Upon termination by either
party pursuant to the provisions of this Section, the Calculation Agent shall
be entitled to the payment of any compensation owed to it by the Issuer
hereunder and to the reimbursement of all reasonable expenses incurred in
connection with the services rendered by it hereunder, as provided by Section
4 hereof. The provisions of Section 9 hereof shall remain in effect
following termination by either party.
Section 8. APPOINTMENT OF SUCCESSOR CALCULATION AGENT. In the event of
notice of termination of this Agreement by the Calculation Agent or the Issuer
pursuant to Section 7 hereof, the Issuer shall promptly appoint a successor
Calculation Agent for the Subject Notes. Any such successor Calculation Agent
appointed by the Issuer following termination of this Agreement pursuant to the
provisions of Section 7 hereof shall execute and deliver to the original
Calculation Agent, the Issuer and the Indenture Trustee an instrument accepting
such appointment. Thereupon, such successor Calculation Agent shall, without
any further act, deed or conveyance, become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of the Calculation
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Agent and with like effect as if originally named as Calculation Agent
hereunder, and the original Calculation Agent shall thereupon be obligated to
transfer and deliver such relevant records or copies thereof maintained by the
Calculation Agent in connection with the performance of its obligations
hereunder.
Section 9. INDEMNIFICATION. The Issuer shall indemnify and hold harmless
the Calculation Agent, its directors, officers, employees and agents from and
against all actions, claims, damages, liabilities, judgments, costs, charges,
losses and expenses (including reasonable legal fees and expenses) relating to
or arising out of actions or omissions in any capacity hereunder, except
actions, claims, damages, liabilities, judgments, costs, charges, losses and
expenses caused by the negligence or willful misconduct of the Calculation
Agent, its directors, officers, employees or agents. The Calculation Agent, its
directors, officers, employees and agents shall incur no liability and shall be
indemnified and held harmless by the Issuer for any error resulting from use of
or reliance on a source or publication required to be used by any Subject Note,
this Agreement or any other related document, except in the case of its
negligence or willful misconduct. The Calculation Agent, its directors,
officers, employees and agents shall incur no liability and shall be indemnified
and held harmless by the Issuer for, or in respect of, any actions taken,
omitted to be taken or suffered to be taken in good faith by the Calculation
Agent in reliance upon (i) a written opinion of counsel or (ii) a written
instruction from the Issuer, except in the case of its negligence or willful
misconduct.
Section 10. MERGER, CONSOLIDATION OR SALE OF BUSINESS BY THE CALCULATION
AGENT. Any corporation into which the Calculation Agent may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Calculation Agent may be a party or any corporation to which the
Calculation Agent may sell or otherwise transfer all or substantially all of its
assets and business, shall, to the extent permitted by applicable law, become
the Calculation Agent under this Agreement without the execution or filing of
any paper or any further act by the parties hereto. Notice in writing of any
such merger, consolidation or sale shall be given to the Issuer and to the
Indenture Trustee.
Section 11. NOTICES. Any notice or other communication required to be
given hereunder shall be delivered in person, sent by letter, telecopy or telex
or communicated by telephone (subject, in the case of communication by
telephone, to written confirmation dispatched within 24 hours) to the addresses
given below or such other address as each party hereto may have subsequently
notified:
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To the Issuer:
Toyota Motor Credit Corporation
00000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: Treasury Department
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
To the Indenture Trustee:
U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Office
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
To the Calculation Agent:
U.S. Bank National Association
000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Office
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Any notice hereunder given by letter, telecopy or telex shall be deemed to have
been received when it would have been received in the ordinary course of post or
transmission, as the case may be.
Section 12. BENEFIT OF AGREEMENT. Except as provided herein, this
Agreement is solely for the benefit of the parties hereto and their successors
and assigns and no other person shall acquire or have any rights under or by
virtue hereof. The terms "successors" and "assigns" shall not include any
purchaser of any Subject Note merely because of such purchase.
Section 13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the law of the State of New York applicable to
agreements entered into and performed in such State.
Section 14. SEVERABILITY. If any provision of this Agreement shall be
held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable
as applied in any particular case in any or all jurisdictions because it
conflicts with any provision of any constitution, statute, rule or public policy
or for any other reason, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any
other case, circumstances or jurisdiction, or
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of rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable, to any extent whatsoever.
Section 15. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which
shall constitute one and the same document.
Section 16. AMENDMENTS. This Agreement may be amended by any instrument
in writing signed and delivered by each of the parties hereto.
Section 17. OWNERSHIP OF NOTES. The Calculation Agent, its officers,
directors, employees and shareholders may become the owners of or acquire any
interest in any Notes, with the same rights that it or they would have if it
were not the Calculation Agent, and may engage or be interested in any financial
or other transaction with the Issuer as freely as if it were not the Calculation
Agent.
Section 18. CONFLICTS WITH OTHER AGREEMENTS. In any conflict relating to
the rights or obligations of the Calculation Agent in connection with
calculation of the interest on the Subject Notes, the terms of this Agreement
shall govern such rights and obligations.
Section 19. DELIVERY OF SUBJECT NOTES. The Issuer shall promptly deliver
to the Calculation Agent the form of each Subject Note covered by this Agreement
and any other documents or information necessary for the Calculation Agent to
perform its duties hereunder.
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IN WITNESS WHEREOF, this Agreement has been entered into the day and year
written above.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Senior Vice President and
General Manager
U.S. BANK NATIONAL ASSOCIATION
as Calculation Agent
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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