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 16th, 2014 • Toyota Motor Credit Corp • Personal credit institutions • England
CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATIONS 2 2. APPOINTMENT OF AGENT AND PAYING AGENTS 10 3. ISSUE OF TEMPORARY GLOBAL NOTES 12 4. ISSUE OF PERMANENT GLOBAL NOTES 13 5. ISSUE OF DEFINITIVE BEARER NOTES 14 6. EXCHANGES 15 7. TERMS OF ISSUE 16 8. PAYMENTS 18 9. DETERMINATIONS AND NOTIFICATIONS IN RESPECT OF NOTES 20 10. NOTICE OF ANY WITHHOLDING OR DEDUCTION 22 11. DUTIES OF THE AGENT IN CONNECTION WITH EARLY REDEMPTION 22 12. PUBLICATION OF NOTICES 22 13. CANCELLATION, RESALE AND REISSUANCE OF NOTES, COUPONS AND TALONS 23 14. ISSUE OF REPLACEMENT NOTES, COUPONS AND TALONS 24 15. COPIES OF THIS AGREEMENT AND EACH FINAL TERMS AVAILABLE FOR INSPECTION 26 16. COMMISSIONS AND EXPENSES 26 17. INDEMNITY 26 18. REPAYMENT BY THE AGENT 27 19. CONDITIONS OF APPOINTMENT 27 20. COMMUNICATION BETWEEN THE PARTIES 29 21. CHANGES IN AGENT AND PAYING AGENTS 29 22. MERGER AND CONSOLIDATION 32 23. NOTIFICATIONS 32 24. CHANGE OF SPECIFIED OFFICE 32 25. NOTICES 32 26. TAXES AND STAMP DUTIES 33 27. CURREN
AMENDED AND RESTATED NOTE AGENCY AGREEMENT TOYOTA MOTOR CREDIT CORPORATION and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A. as Registrar and THE BANK OF NEW YORK MELLON as Transfer Agent €50,000,000,000 Euro Medium Term Note Programme of TOYOTA MOTOR...Note Agency Agreement • September 16th, 2014 • Toyota Motor Credit Corp • Personal credit institutions • England
SCHEDULE 1 FORM OF REGISTERED GLOBAL NOTE 28 SCHEDULE 2 FORM OF DEFINITIVE REGISTERED NOTE 38 SCHEDULE 3 FORM OF OPERATING AND ADMINISTRATIVE PROCEDURES MEMORANDUM 43 ANNEX SETTLEMENT PROCEDURES – EUROCLEAR/CLEARSTREAM, LUXEMBOURG 45 SCHEDULE 4 ADDITIONAL DUTIES OF THE REGISTRAR AND THE TRANSFER AGENT 49
