EXHIBIT A-1 FORM OF COMMITTED LOAN NOTICE
EXHIBIT
A-1
FORM
OF COMMITTED LOAN NOTICE
Date: ___________,
_____
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To:
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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 (select
one):
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___
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A
Borrowing of Committed Loans
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A conversion or continuation of
Loans
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1. On _________________________
(a Business Day).
2. In
the amount of
[US$][CDN$][€][£] .
3. Comprised
of ______________________. [Type of Committed Loan
requested]
4. For
Eurocurrency Rate Loans: with an Interest Period
of ____________________________ months.
5. For
Bankers’ Acceptances, Drafts and BA Equivalent Notes: with a BA Maturity Date of
____ days.
[The Committed Borrowing requested
herein complies with the proviso to the first sentence of Section
2.1[(a)][(b)]] of the Agreement.]
[After giving effect to the requested
Committed Borrowing, the Unused Tranche A Commitment will exceed the Dollar
Equivalent of EUR 300,000,000 (as determined by the
A-1-1
Form of Committed Loan Notice
Administrative
Agent)] [After giving effect to the requested Committed Borrowing,
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 Committed
Borrowing.] [After giving effect to the requested Committed
Borrowing, (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
Committed Borrowing is to be made, and (z) the consent of TKG for the proposed
Committed Borrowing has been obtained or has been waived by TKG.]
[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 Committed 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 Committed Borrowing 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-1-2
Form of Committed Loan Notice
