EXHIBIT 10.5 (e)
CONFORMED COPY
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT dated as of March 19, 1999 among TOYOTA MOTOR CREDIT
CORPORATION (the "Borrower"), the BANKS listed on the signature pages
hereof (the "Banks") and ▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK, as
Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the parties hereto have heretofore entered into a Three-
Year Credit Agreement dated as of September 29, 1994, as amended as of
September 28, 1995, as amended and restated as of September 24, 1996
and as amended and restated as of September 23, 1997 (collectively the
"Agreement"); and
WHEREAS, the parties hereto desire to make an amendment to terminate
the Commitment of The Long-Term Credit Bank of Japan, Limited, Los
Angeles Agency ("LTCB") and as a result of the termination, reduce the
aggregate principal amount of the total Commitments by the amount of
LTCB's Commitment;
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 Agreement
shall have the meaning assigned to such term in the 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 agreement shall from and after the
date hereof refer to the Agreement as amended hereby.
Section 2. Termination of Commitment and Withdrawal of Bank. With
effect from and including the date this Amendment becomes effective:
(a) LTCB shall cease to be a Bank under the Agreement and LTCB's
Commitment under the Agreement shall therefore terminate; provided that
the provisions of Sections 8.03 and 9.03 of the Agreement shall
continue to inure to the benefit of LTCB; and
(b) All accrued fees and other amounts payable under the Agreement
for the account of LTCB shall be due and payable on such date.
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
Agreement after giving effect to this Amendment is true and correct as
though made on and as of such date.
Section 4. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.
Section 5. Counterparts; Effectiveness. This Amendment 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 Amendment shall become effective as of
the date hereof when the Agent shall have received duly executed
counterparts hereof signed by the Borrower and each of the Banks (or, in
the case of any party as to which an executed counterpart shall
not have been received, the Agent shall have received telegraphic, telex
or other written confirmation from such party of execution of a
counterpart hereof by such party).
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective
authorized officers as of the day and year first above
written.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Senior Vice President &
General Manager
▇▇▇▇▇▇ GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
THE BANK OF TOKYO-MITSUBISHI,
LTD. LOS ANGELES BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Deputy General
Manager
THE CHASE MANHATTAN BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Managing Director
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇
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Title: Attorney-in-fact
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Managing Director
ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Group Vice
President
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Group Vice President
PARIBAS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Regional General
Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
BARCLAYS BANK PLC
By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Associate Director
DEUTSCHE BANK AG, NEW YORK BRANCH /
CAYMAN ISLANDS BRANCH
By: /s/ Wolf ▇. ▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Assistant Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD., LOS ANGELES AGENCY
By: /s/ Yoshiaki Kozano
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Title: Deputy General Manager
THE SAKURA BANK, LIMITED
By: /s/ Tadashi Kawai
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Title: Senior Vice President &
Assistant General Manager
THE SANWA BANK, LIMITED,
LOS ANGELES BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Senior Vice President &
Deputy General Manager
THE TOKAI BANK, LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Senior Vice President
and Assistant General Manager
UBS AG, STAMFORD BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
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Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Director
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Vice President