EXHIBIT A-2 FORM OF SWING LINE LOAN NOTICE
EXHIBIT
A-2
FORM
OF SWING LINE LOAN NOTICE
Date: ___________,
_____
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To:
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BNP
Paribas, as Swing Line Agent
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BNP
Paribas, as Administrative Agent
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Ladies
and Gentlemen:
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Reference is made to that certain 364
Day Credit Agreement, dated as of March 3, 2010 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), among Toyota Motor Credit
Corporation, a California corporation, Toyota Motor Finance (Netherlands) B.V.,
a corporation organized under the laws of the Netherlands, Toyota Financial
Services (UK) PLC, a corporation organized under the laws of England, Toyota
Leasing GmbH, a corporation organized under the laws of Germany, Toyota Credit
de Puerto Rico Corp., a corporation organized under the laws of Puerto Rico,
Toyota Credit Canada Inc., a corporation organized under the laws of Canada,
Toyota Kreditbank GmbH, a corporation organized under the laws of Germany, the
Lenders from time to time party thereto, BNP Paribas, as Administrative Agent,
Swing Line Agent and Swing Line Lender, BNP Paribas Securities Corp., Citigroup
Global Markets Inc., Banc of America Securities LLC and The Bank of
Tokyo-Mitsubishi UFJ, Ltd., as Joint Lead Arrangers and Joint Book Managers,
Citibank, N.A. and Bank of America, N.A. as Swing Line Lenders and Citibank,
N.A., Bank of America, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. as
Syndication Agents.
The
undersigned hereby requests a Swing Line Loan:
1. On ___________________________
(a Business Day).
2. In
the amount of [US$][CDN$][€][£] ________________.
The Swing
Line Borrowing requested herein complies with the requirements of the provisos
to the first sentence of Section 2.16(a) of
the Agreement.
[After giving effect to the requested
Swing Line Loan, the Unused Tranche A Commitment will exceed the Dollar
Equivalent of EUR 300,000,000 (as determined by the Administrative
Agent)] [After giving effect to the requested Swing Line Loan, the
Unused Tranche A Commitment will be less than or equal to the Dollar Equivalent
of EUR 300,000,000 (as determined by the Administrative Agent), and TKG has
borrowed EUR 300,000,000 as of the date of the proposed Swing Line
Loan.] [After giving effect to the requested Swing Line Loan, (x) the
Unused Tranche A Commitment will be less than or equal to the Dollar Equivalent
of EUR 300,000,000 (as determined by the Administrative Agent), (y) TKG has not
borrowed EUR 300,000,000 as of the date the proposed Swing Line Loan is to be
made, and (z) the consent of TKG for the proposed Swing Line Loan has been
obtained or has been waived by TKG.]
A-2-1
Form of Swing Line Loan Notice
The
undersigned hereby represents and warrants that the conditions set forth in
Section 4.2(a)
and (b) have
been satisfied on and as of the date the Swing Line Loans are borrowed,
including, without limitation, that the Borrowing is within the Borrower’s
corporate powers, has been duly authorized by all necessary corporate action,
and the amount of the Swing Line Loan does not exceed such
authorization.
[TOYOTA
MOTOR CREDIT CORPORATION]
[TOYOTA
MOTOR FINANCE (NETHERLANDS) B.V.]
[TOYOTA
FINANCIAL SERVICES (UK) PLC]
[TOYOTA
KREDITBANK GMBH]
[TOYOTA
LEASING GMBH]
[as
Borrowers’ Representative for]
[TOYOTA
MOTOR CREDIT CORPORATION]
[TOYOTA
CREDIT DE PUERTO RICO CORP.]
[TOYOTA
CREDIT CANADA INC.]
By: __________________________________
Name: ________________________________
Title: _________________________________
A-2-2
Form of Swing Line Loan Notice
