EX-10.5G 5 0005.txt Exhibit 10.5(g) FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT FOURTH AMENDED AND RESTATED THREE-YEAR CREDIT AGREEMENT dated as of September 14, 2000 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"). 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, amended and restated as of September 24, 1996 and September 23, 1997, amended as of March 19, 1999 and amended and restated as of September 17, 1999 (collectively, the "Existing Agreement"); WHEREAS, no Loans are outstanding under the Existing Agreement on the date hereof; and WHEREAS, the parties hereto desire to amend the Existing Agreement as set forth herein and to restate the Existing Agreement in its entirety to read as set forth in the Existing Agreement with the amendments specified below; 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 Existing Agreement shall have the meaning assigned to such term in the Existing 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 Agreement shall from and after the date hereof refer to the Existing Agreement as amended hereby. SECTION 2. Amendment of the Existing Agreement. (a) Each reference to "1996" in the definition of "Borrower's 1996 Form 10-K" and in Section 4.04(a) is changed to "1999". (b)Each reference to "1997" in the definition of "Borrower's Latest Form 10-Q" and in Sections 4.04(b) and (c) is changed to "2000". (c)Section 5.01(a) is amended to read in its entirety as follows: "(a)as soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related consolidated statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on in a manner acceptable to the Securities and Exchange Commission by independent public accountants of nationally recognized standing; provided, however, that for the Borrower's fiscal year ended March 31, 2001, in lieu of the financial statements described in the preceding clause, the Borrower shall deliver, as soon as available and in any event within 120 days after the end of such fiscal year, (i) an audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income and cash flows for the six months ending at the end of such fiscal year (which financial statements shall be reported on in a manner acceptable to the Securities and Exchange Commission by independent public accountants of nationally recognized standing) and (ii) an unaudited consolidated balance sheet and unaudited consolidated statements of income and cash flows for the six month period ending March 31, 2000." (d)The following covenant is added as Section 5.08 of the Existing Agreement: "Section 5.08 Credit Support Agreement. On or before the date on which ownership of the Borrower's capital stock is transferred from Toyota Motor Sales, U.S.A., Inc. to Toyota Financial Services Americas Corporation, the Borrower agrees to enter into a Credit Support Agreement with Toyota Financial Services Corporation in the form previously provided to the Agent or in such other form as is acceptable to Moody's Investors Services, Inc. and Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc. (collectively, the "Rating Agencies") and which does not cause any Rating Agency to qualify, reduce or withdraw its then current rating of the Borrower's short or long-term debt." SECTION 3. Stock Transfer. The parties hereto acknowledge and agree that the transfer of all of the Borrower's capital stock by Toyota Motor Sales, U.S.A., Inc. to Toyota Motor North America, Inc., its sole shareholder and, thereafter, to Toyota Financial Services Americas Corporation, substantially as heretofore described to the Banks, does not constitute a material adverse change in the business, financial position, results of operations or prospects of the Borrower and its Consolidated Subsidiaries, considered as a whole, for purposes of Section 4.04(c) of the Existing Agreement and waive any violation, if any, of Sections 5.03 and 5.06 of the Existing Agreement that would otherwise be caused by such stock transfers. SECTION 4. 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 Agreement, both before and after giving effect to this Fourth Amended and Restated Three-Year Credit Agreement, is true and correct as though made on and as of such date. SECTION 5. Governing Law. This Fourth Amended and Restated Three-Year Credit Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 6. Counterparts, Effectiveness. This Fourth Amended and Restated Three-Year Credit Agreement 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 Fourth Amended and Restated Three-Year Credit Agreement shall become effective as of the date hereof when the Agent shall have received (i) 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 (ii) an opinion of the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Agent) substantially in the form of Exhibit E to the Existing Agreement with reference to this Fourth Amended and Restated Three-Year Credit Agreement and the Existing Agreement as amended and restated hereby. 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/ George E. Borst Name: George E. Borst Title: Senior Vice President and General Manager BANK OF AMERICA, N.A. By:/s/ Carolee Furukawa Name: Carolee Furukawa Title: Vice President MORGAN GUARANTY TRUST COMPANY OF NEW YORK By:/s/ Robert Bottamedi Name: Robert Bottamedi Title: Vice President THE BANK OF TOKYO-MITSUBISHI, LTD. LOS ANGELES BRANCH By:/s/ Masato Sekino Name: Masato Sekino Title: Deputy General Manager THE CHASE MANHATTAN BANK By:/s/ James W. Peterson Name: James W. Peterson Title: Vice President CITICORP USA, INC. By: /s/ Brian Ike Name: Brian Ike Title: Vice President CREDIT SUISSE FIRST BOSTON By:/s/ William S. Lutkins Name: William S. Lutkins Title: Vice President By: /s/ Robert N. Finney Name: Robert N. Finney Title: Managing Director ABN-AMRO BANK N.V. By: /s/ Ellen M. Coleman Name: Ellen M. Coleman Title: Group Vice President By: /s/ Mitsoo Iravani Name: Mitsoo Iravani Title: Assistant Vice President BNP PARIBAS By: /s/ Mitchell M. Ozawa Name: Mitchell M. Ozawa Title: Vice President By: /s/ James P. Culhane Name: James P. Culhane, CFA Title: Assistant Vice President BARCLAYS BANK PLC By: /s/ L. Peter Yetman Name: L. Peter Yetman Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH and/or CAYMAN ISLAND BRANCH By: /s/ Andreas Rohde Name: Andreas Rohde Title: Director By: /s/ Christopher Howe Name: Christopher Howe Title: Director THE SAKURA BANK, LIMITED By: /s/ Tomoaki Nakamura Name: Tomoaki Nakamura Title: Vice President & Manager THE SANWA BANK, LIMITED, LOS ANGELES BRANCH By: /s/ Zenichi Muramoto Name: Zenichi Muramoto Title: Senior Vice President & Deputy General Manager THE TOKAI BANK, LIMITED By: /s/ Kazunori Nishimoto Name: Kazunori Nishimoto Title: General Manager UBS AG, STAMFORD BRANCH By: /s/ Gregory Raue Name: Gregory Raue Title: Director By: /s/ Wilfred V. Saint Name: Wilfred V. Saint Title: Associate Director Banking Products Services, US BANK OF AMERICA, N.A., as Agent By:/s/ David Price Name: David Price Title: Vice President