EXHIBIT 10.10(b)
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT dated as of September 28, 1995 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 E T H :
WHEREAS, the parties hereto have heretofore entered into a 364-Day
Credit Agreement dated as of September 29, 1994 (the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to modify
the rates of interest and fees payable thereunder and to extend the term
thereof;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise
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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. Amendment of the Agreement.
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(a) Each reference to "1993" in the definition of "Borrower's 1993
Form 10-K" and in Section 4.04(a) is changed to "1994".
(b) Each reference to "1994" in the definition of "Borrower's
Latest Form 10-Q" and in Sections 4.04(b) and (c) is changed to "1995".
(c) The date "September 28, 1995" appearing in the definition of
"Termination Date" is changed to "September 27, 1996".
(d) The definition of "CD Margin" in Section 2.07(b) is amended to
read as follows:
"CD Margin" means 0.235% per annum.
(e) The term "Euro-Dollar Margin" in Section 2.07(c) is amended to
read as follows:
"Euro-Dollar Margin" means 0.11% per annum.
(f) The first sentence of Section 2.08 is amended to read in its
entirety as follows:
The Borrower shall pay to the Agent for the account of the Banks
ratably a facility fee at the rate of 0.04% per annum.
SECTION 3. Governing Law. This Amendment shall be governed by
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and construed in accordance with the laws of the State of New York.
SECTION 4. Counterparts; Effectiveness. This Amendment may be
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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 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).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date 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/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Title: Vice President
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
THE BANK OF TOKYO, LTD.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: General Manager
THE CHASE MANHATTAN BANK N.A.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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CITICORP USA, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
CREDIT SUISSE
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Member of Senior
Management
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Member of Senior
Management
ABN AMRO BANK N.V.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Assistant Vice President
BANQUE PARIBAS
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Title: Assistant Vice President
By /s/ ▇▇▇▇ ▇▇▇▇
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Title: Group Vice President
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BARCLAYS BANK PLC
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: Associate Director
DEUTSCHE BANK AG LOS ANGELES AND/OR
CAYMAN ISLANDS BRANCHES
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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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.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Deputy General Manager
THE SAKURA BANK, LIMITED
LOS ANGELES AGENCY
By /s/ ▇▇▇▇▇ ▇▇▇▇
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Title: Senior Vice President &
Deputy General Manager
THE SANWA BANK, LIMITED
By /s/ ▇▇▇▇▇▇ ▇▇▇▇
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Title: Assistant Vice President
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SWISS BANK CORPORATION,
NEW YORK BRANCH
By /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇
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Title: Associate Director
By /s/ H. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Associate Director
THE TOKAI BANK, LIMITED
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Assistant General Manager
UNION BANK OF SWITZERLAND
By /s/ ▇▇▇▇▇ ▇. ▇▇▇
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Title: Assistant Vice President
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Managing Director
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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Title: Vice President
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