EXHIBIT 4.8
EXECUTION COPY
Class A-3 Confirmation
to the
ISDA Master Agreement
dated as of January 25, 2001
Toyota Auto Receivables 2001-A Owner Trust
c/o U.S. Bank Trust National Association
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Re: Transaction Ref. No. 1 between Toyota Motor Credit Corporation
("Party A") and Toyota Auto Receivables 2001-A Owner Trust
("Party B")
Dear Sirs:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between you and us on the Trade
Date specified below (the "Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions,
as supplemented by the 1998 Supplement, each published by the International
Swaps and Derivatives Association, Inc. (collectively, the "Definitions"), are
incorporated in this Confirmation. In the event of any inconsistency between
those Definitions and this Confirmation, this Confirmation will govern.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement, dated as of January 25, 2001, as amended and supplemented from
time to time (the "Agreement"), between you and us. All provisions contained in
the Agreement govern this Confirmation except as expressly modified below.
Expressions used herein and not defined herein or in the Definitions shall bear
the meaning ascribed thereto in the Agreement.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Party A: Toyota Motor Credit Corporation
Party B: Toyota Auto Receivables 2001-A
Owner Trust
Trade Date: January 25, 2001
Effective Date: January 25, 2001
Termination Date: The earlier of (i) the Class A-3
Final Scheduled Payment Date (as
defined in the Indenture) or (ii)
the Payment Date (as defined in the
Indenture) on which the principal
balance of the Class A-3 Notes is
reduced to zero, in
1
either case subject to adjustmentin
accordance with the Following
Business Day Convention.
Party A Floating Amounts:
Party A Floating Rate
Payer: Party A
Party A Floating Rate
Payer Notional Amount: The Class A-3 Note Balance (as
defined in the Indenture) on the
first day of the applicable
Calculation Period.
Party A Floating Rate Payer
Period End Dates: The 15th day of each calendar
month, commencing on February 15,
2001, up to and including the
Termination Date, subject to
adjustment in accordance with the
Following Business Day Convention;
provided that Party A and Party B
agree that the initial Calculation
Period will consist of 21 days for
purposes of calculating the Party
A Floating Amount.
Party A Floating Rate Payer
Payment Dates: The Business Day immediately
preceding each Period End
Date, or if Party B has agreed,
the 15th day of each calendar
month, commencing on February 15,
2001, up to and including the
Termination Date, subject to
adjustment in accordance with the
Following Business Day Convention.
Party A Floating Rate Option: USD-LIBOR-BBA.
Designated Maturity: One month.
Spread: Plus 0.08%
Party A Floating Rate
for the initial
Calculation Period: 5.71375% (excluding the Spread)
Party A Floating Rate
Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation
Period.
Compounding: Inapplicable.
2
Party B Fixed Amounts:
Party B Fixed Rate Payer: Party B
Party B Fixed Rate Payer
Notional Amount: The Class A-3 Note Balance on the
first day of the applicable
Calculation Period.
Party B Fixed Rate Payer
Period End Dates: The 15th day of each calendar
month, commencing on February 15,
2001, with no adjustment.
Party B Fixed Rate Payer
Payment Dates: The 15th day of each calendar
month, commencing on February 15,
2001, up to and including the
Termination Date, subject to
adjustment in accordance with the
Following Business Day Convention.
Party B Fixed Rate 5.432%
Party B Fixed Rate
Day Count Fraction: 30/360
Fixed Rate Compounding:
Not applicable.
Business Days: "Business Day" as defined in the
Indenture
Calculation Agent: Party A
3. Account Details
Payments to Party A:
Account for Payments in USD: Bank of America, Concord,
California ABA No. ▇▇▇-▇▇▇-▇▇▇
A/C No. 12351-07564
A/C Toyota Motor Credit Corporation
3
Payments to Party B:
Account for Payments in USD: U.S. Bank National Association
ABA #▇▇▇▇▇▇▇▇▇
A/C 180121167365 U.S. Bank Trust
National Association
A/C 47300425
REF: Toyota Auto Rec. 2001A
4. Party A Documentation and Operations Officers
Documentation: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Operations: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Phone: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
5. Relationship between Parties:
Each party will be deemed to represent to the other party on the date
on which it enters into the Agreement that (absent a written agreement between
the parties that expressly imposes affirmative obligations to the contrary):
NON-RELIANCE. It is acting for its own account, and it has made its own
independent decisions to enter into the Agreement and as to whether the
Agreement is appropriate or proper for it based upon its own judgment
and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party
as investment advice or as a recommendation to enter into the
Agreement; it being understood that information and explanations
related to the terms and conditions of the Agreement shall not be
considered investment advice or a recommendation to enter into the
Agreement. No communication (written or oral) received from the other
party shall be deemed to be an assurance or guarantee as to the
expected results of the Agreement.
ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of
and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of the Agreement. It is also capable of assuming,
and assumes, the risks of the Agreement.
STATUS OF PARTIES. The other party is not acting as a fiduciary for or
as adviser to it in respect of the Agreement.
6. Governing Law: New York
4
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the copy of this Class A-3 Confirmation enclosed for that
purpose and returning it to us.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief Executive
Officer
Confirmed as of the date first written:
TOYOTA AUTO RECEIVABLES 2001-A OWNER TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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