SIXTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
SIXTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of September 13,
2001 among TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed
on the signature pages hereof (the "Banks") and BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore entered into a Fifth Amended and
Restated 364-Day Credit Agreement dated as of September 14, 2000 (the
"Existing Agreement");
WHEREAS, no Loans are outstanding under the Existing Agreement on the date
hereof; and
WHEREAS, the parties hereto desire to amend the Existing Agreement as set
forth herein and to restate the Existing Agreement in its entirety to read as
set forth in the Existing 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 Existing Agreement
shall have the meaning assigned to such term in the Existing 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 Existing Agreement shall from and after
the date hereof refer to the Existing Agreement as amended hereby.
SECTION 2. Amendment and Restatement of the Existing Agreement.
(a) The Existing Agreement shall be amended as set forth in this Section 2
and restated in its entirety to read as set forth in the Existing Agreement
with the amendments specified in this Section 2.
(b) The definition of "Borrower's 1999 Form 10-K" set forth in Section 1.1 of
the Existing Agreement is hereby deleted and the following definition is
inserted in lieu thereof:
"Borrower's 2001 Form 10-K" means the Borrower's annual report on
Form 10-K for the fiscal year ending March 31, 2001, as filed
with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934.
(c) The date "June 30, 2000" appearing in the definition of "Borrower's
Latest Form 10-Q" set forth in Section 1.1 of the Existing Agreement is
hereby changed to "June 30, 2001".
(d) The definition of "Commitment" set forth in Section 1.1 of the Existing
Agreement is amended to read in its entirety as follows:
"Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on Schedule I hereof, as
such amount may be reduced from time to time pursuant to
Section 2.9.
(e) The date "September 13, 2001" appearing in the definition of "Termination
Date" set forth in Section 1.1 of the Existing Agreement is hereby changed to
"September 12, 2002".
(f) The reference to "Borrower's 1999 Form 10-K" in Section 4.4(a) of the
Existing Agreement is hereby changed to "Borrower's 2001 Form 10-K".
(g) The date "September 30, 1999" in Sections 4.4(a) and (c) of the Existing
Agreement is hereby changed to "March 31, 2001".
(h) The date "June 30, 2000" in Section 4.4(b) of the Existing Agreement is
hereby changed to "June 30, 2001".
(i) Schedule I to the Existing Agreement is hereby replaced with Schedule I
hereto.
SECTION 3. Representations and Warranties. The Borrower hereby represents
and warrants that as of the date hereof and after giving effect hereto:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of the Borrower set forth in the
Existing Agreement, both before and after giving effect to this Sixth Amended
and Restated 364-Day Credit Agreement, is true and correct as though made on
and as of such date.
SECTION 4. Governing Law. This Sixth Amended and Restated 364-Day Credit
Agreement shall be governed by and construed in accordance with the laws of
the State of New York.
SECTION 5. Counterparts, Effectiveness. This Sixth Amended and Restated
364-Day 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 Sixth Amended and Restated
364-Day Credit Agreement shall become effective as of the date hereof when
(a) the Administrative 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 Administrative Agent shall have received telegraphic, telex or other
written confirmation from such party of execution of a counterpart hereof by
such party), (ii) a duly executed Note for the account of each Bank dated on
or before the date hereof complying with the provisions of Section 2.6 of the
Existing Agreement, (iii) all documents the Administrative Agent may
reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of this Sixth Amended and Restated 364-Day
Credit Agreement and the Notes, and any other matters relevant hereto, all in
form and substance satisfactory to the Administrative Agent and (iv) an
opinion of the General Counsel of the Borrower (or such other counsel for the
Borrower as may be acceptable to the Administrative Agent) substantially in
the form of Exhibit E to the Existing Agreement with reference to this Sixth
Amended and Restated 364-Day Credit Agreement and the Existing Agreement as
amended and restated hereby and (b) all accrued but unpaid fees under the
Existing Agreement shall have been paid in full.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Deputy General Manager
CITICORP USA, INC.
By: /s/ Xxxxx Xxx
Name: Xxxxx Xxx
Title: Vice President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
ING (U.S.) CAPITAL LLC
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Asst. Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Xxxx van der Griend
Name: Xxxx van der Griend
Title: Director
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Xxxxxxxx Xxxxxxxx
Name: Xxxxxxxx Xxxxxxxx
Title: SVP & Sr. Manager
THE SANWA BANK, LIMITED,
LOS ANGELES BRANCH
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
and Deputy General Manager
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: General Manager
ABN AMRO BANK N.V.
By: /s/ Mitsoo Xxxxxxx
Name: Mitsoo Xxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
BANK ONE, NA
By: /s/ Xxxx X. Place
Name: Xxxx X. Place
Title: Vice President
BARCLAYS BANK PLC
By: /s/ L. Xxxxx Xxxxxx
Name: L. Xxxxx Xxxxxx
Title: Director
BNP PARIBAS
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Director
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxxxxxxx Xxxxxxxx
Name: Xxxxxxxxx Xxxxxxxx
Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: Assistant Vice President
THE NORINCHUKIN BANK, NEW YORK BRANCH
By: /s/ Toshiyuki Futaoka
Name: Toshiyuki Futaoka
Title: Joint General Manager
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Executive Director,
Leverage Finance
By: /s/ Xxxxxxx X. Saint
Name: Xxxxxxx X. Saint
Title: Associate Director,
Banking Products
Services, US
THE BANK OF NEW YORK
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Vice President
HSBC BANK USA
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
XXXXXXX XXXXX BANK USA
By: /s/ D. Xxxxx Xxxxx
Name: D. Xxxxx Xxxxx
Title: Senior Credit Officer
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President
STATE STREET BANK AND TRUST COMPANY
By: /s/ C. Xxxxxxxx X. Xxxxx
Name: C. Xxxxxxxx X. Xxxxx
Title: Assistant Vice President
SCHEDULE I
COMMITMENTS
Name of Bank Commitment % Share
Bank of America, N.A. $215,000,000.00 8.60%
The Bank of Tokyo-Mitsubishi,
Ltd. 190,000,000.00 7.60
Citicorp USA, Inc. 190,000,000.00 7.60
The Chase Manhattan Bank 190,000,000.00 7.60
ING (U.S.) Capital LLC 120,000,000.00 4.80
Credit Suisse First Boston 120,000,000.00 4.80
Dresdner Bank AG, New York and
Grand Cayman Branches 120,000,000.00 4.80
The Industrial Bank of Japan,
Limited 120,000,000.00 4.80
The Sanwa Bank, Limited, Los
Angeles Branch 120,000,000.00 4.80
Sumitomo Mitsui Banking
Corporation 120,000,000.00 4.80
ABN AMRO Bank N.V. 90,000,000.00 3.60
Bank One, NA 90,000,000.00 3.60
Barclays Bank PLC 90,000,000.00 3.60
BNP Paribas 90,000,000.00 3.60
Deutsche Bank AG, New York Branch
and/or Cayman Islands Branch 90,000,000.00 3.60
Mellon Bank, N.A. 90,000,000.00 3.60
The Norinchukin Bank, New York
Branch 90,000,000.00 3.60
UBS AG, Stamford Branch 90,000,000.00 3.60
The Bank of New York 50,000,000.00 2.00
HSBC Bank USA 50,000,000.00 2.00
Xxxxxxx Xxxxx Bank USA 50,000,000.00 2.00
U.S. Bank National Association 50,000,000.00 2.00
Xxxxx Fargo Bank, National
Association 50,000,000.00 2.00
State Street Bank and Trust
Company 25,000,000.00 1.00
Total $2,500,000,000.00 100.00%
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