FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT
FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT,
dated as of February 19, 2002 (this "Amendment"), is entered into by and
among TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed on
the signature pages hereof (the "Banks") and BANK OF AMERICA, N.A., as Agent
(the "Agent"), and amends that certain Fourth Amended and Restated Three-Year
Credit Agreement, dated as of September 14, 2000 (as the same is in effect
immediately prior to the effectiveness of this Amendment, the "Existing
Credit Agreement" and as the same may be amended, supplemented or modified
and in effect from time to time, the "Credit Agreement"), among the Borrower,
the Banks and the Agent.
W I T N E S S E T H
WHEREAS, the Borrower has requested that the Agent and the Banks delete one
of the representations and warranties contained in the Existing Credit
Agreement as set forth below; and
WHEREAS, the Agent and the Banks are willing to agree to so amend the
Existing Credit Agreement on the terms and subject to the conditions set
forth below;
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements set forth below and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Existing Credit
Agreement shall have the meaning assigned to such term in the Existing Credit
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 Existing Credit Agreement shall
from and after the date hereof refer to the Existing Credit Agreement as
amended hereby.
SECTION 2. Amendment of the Existing Credit Agreement.
(a) Section 3.02(d) of the Existing Credit Agreement is hereby amended by
replacing "Sections 4.04(c) and 4.05" with "Section 4.05".
(b) Section 4.04(c) of the Existing Credit Agreement is hereby deleted in its
entirety.
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
Existing Credit Agreement, both before and 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 (a) 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) and (b) all documents the Agent may
reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of this Amendment, and any other matters
relevant hereto, all in form and substance satisfactory to the Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and Chief
Executive Officer
BANK OF AMERICA, N.A., as Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD.
LOS ANGELES BRANCH
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Deputy General Manager
CITICORP USA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Title: Director
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Associate
By: /s/ ▇▇▇▇ ▇'▇▇▇▇
Name: ▇▇▇▇ ▇'▇▇▇▇
Title: Director
ABN AMRO BANK N.V.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Group Vice President
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
BNP PARIBAS
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Vice President
BARCLAYS BANK PLC
By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇
Name: L. ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
DEUTSCHE BANK AG, NEW YORK BRANCH and/or
CAYMAN ISLAND BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. Peetzen
Name: ▇▇▇▇▇▇▇ ▇. Peetzen
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
UFJ BANK, LIMITED
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President &
Deputy General Manager
UBS AG, STAMFORD BRANCH
By: /s/ ▇▇▇▇▇▇▇ ▇. Saint
Name: ▇▇▇▇▇▇▇ ▇. Saint
Title: Associate Director,
Banking Products
Services US
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Associate Director,
Banking Products
Services US
SUMITOMO MITSUI BANKING CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President