AMENDED AND RESTATED AGENCY AGREEMENT TOYOTA MOTOR FINANCE (NETHERLANDS) B.V. TOYOTA CREDIT CANADA INC. TOYOTA FINANCE AUSTRALIA LIMITED (ABN 48 002 435 181) TOYOTA MOTOR CREDIT CORPORATION as Issuers and THE BANK OF NEW YORK MELLON as Agent in...Agency Agreement • September 23rd, 2010 • Toyota Motor Credit Corp • Personal credit institutions • England
CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATIONS 2 2. APPOINTMENT OF AGENT AND PAYING AGENTS 9 3. ISSUE OF TEMPORARY GLOBAL NOTES 11 4. ISSUE OF PERMANENT GLOBAL NOTES 12 5. ISSUE OF DEFINITIVE BEARER NOTES 13 6. EXCHANGES 14 7. TERMS OF ISSUE 15 8. PAYMENTS 17 9. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES 19 10. NOTICE OF ANY WITHHOLDING OR DEDUCTION 20 11. DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION 21 12. PUBLICATION OF NOTICES 21 13. CANCELLATION, RESALE AND REISSUANCE OF NOTES, RECEIPTS, COUPONS AND TALONS 21 14. ISSUE OF REPLACEMENT NOTES, RECEIPTS, COUPONS AND TALONS 23 15. COPIES OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR INSPECTION 24 16. COMMISSIONS AND EXPENSES 25 17. INDEMNITY 25 18. REPAYMENT BY THE AGENT 26 19. CONDITIONS OF APPOINTMENT 26 20. COMMUNICATION BETWEEN THE PARTIES 27 21. CHANGES IN AGENT AND PAYING AGENTS 27 22. MERGER AND CONSOLIDATION 29 23. NOTIFICATIONS 30 24. CHANGE OF SPECIFIED OFFICE 30 25. NOTICES 30 26. TAXES AND STAMP D
