EX-10 6 exh105k.txt SIXTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT SIXTH AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT dated as of September 13, 2001 among TOYOTA MOTOR CREDIT CORPORATION (the "Borrower"), the BANKS listed on the signature pages hereof (the "Banks") and BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent"). W I T N E S S E T H WHEREAS, the parties hereto have heretofore entered into a Fifth Amended and Restated 364-Day Credit Agreement dated as of September 14, 2000 (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 and Restatement of the Existing Agreement. (a) The Existing Agreement shall be amended as set forth in this Section 2 and restated in its entirety to read as set forth in the Existing Agreement with the amendments specified in this Section 2. (b) The definition of "Borrower's 1999 Form 10-K" set forth in Section 1.1 of the Existing Agreement is hereby deleted and the following definition is inserted in lieu thereof: "Borrower's 2001 Form 10-K" means the Borrower's annual report on Form 10-K for the fiscal year ending March 31, 2001, as filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. (c) The date "June 30, 2000" appearing in the definition of "Borrower's Latest Form 10-Q" set forth in Section 1.1 of the Existing Agreement is hereby changed to "June 30, 2001". (d) The definition of "Commitment" set forth in Section 1.1 of the Existing Agreement is amended to read in its entirety as follows: "Commitment" means, with respect to each Bank, the amount set forth opposite the name of such Bank on Schedule I hereof, as such amount may be reduced from time to time pursuant to Section 2.9. (e) The date "September 13, 2001" appearing in the definition of "Termination Date" set forth in Section 1.1 of the Existing Agreement is hereby changed to "September 12, 2002". (f) The reference to "Borrower's 1999 Form 10-K" in Section 4.4(a) of the Existing Agreement is hereby changed to "Borrower's 2001 Form 10-K". (g) The date "September 30, 1999" in Sections 4.4(a) and (c) of the Existing Agreement is hereby changed to "March 31, 2001". (h) The date "June 30, 2000" in Section 4.4(b) of the Existing Agreement is hereby changed to "June 30, 2001". (i) Schedule I to the Existing Agreement is hereby replaced with Schedule I hereto. 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 Agreement, both before and after giving effect to this Sixth Amended and Restated 364-Day Credit Agreement, is true and correct as though made on and as of such date. SECTION 4. Governing Law. This Sixth Amended and Restated 364-Day Credit Agreement shall be governed by and construed in accordance with the laws of the State of New York. SECTION 5. Counterparts, Effectiveness. This Sixth Amended and Restated 364-Day 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 Sixth Amended and Restated 364-Day Credit Agreement shall become effective as of the date hereof when (a) the Administrative 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 Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party), (ii) a duly executed Note for the account of each Bank dated on or before the date hereof complying with the provisions of Section 2.6 of the Existing Agreement, (iii) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Sixth Amended and Restated 364-Day Credit Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and (iv) an opinion of the General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to the Administrative Agent) substantially in the form of Exhibit E to the Existing Agreement with reference to this Sixth Amended and Restated 364-Day Credit Agreement and the Existing Agreement as amended and restated hereby and (b) all accrued but unpaid fees under the Existing Agreement shall have been paid in full. 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: President and Chief Executive Officer BANK OF AMERICA, N.A., as Administrative Agent By: /s/ David Price Name: David Price Title: Vice President BANK OF AMERICA, N.A. By: /s/ Alan Roche Name: Alan Roche Title: Managing Director THE BANK OF TOKYO-MITSUBISHI, LTD. By: /s/ Takeo Sato Name: Takeo Sato Title: Deputy General Manager CITICORP USA, INC. By: /s/ Brian Ike Name: Brian Ike Title: Vice President THE CHASE MANHATTAN BANK By: /s/ Peter M. Hayes Name: Peter M. Hayes Title: Vice President ING (U.S.) CAPITAL LLC By: /s/ Pamela Kaye Name: Pamela Kaye Title: Vice President CREDIT SUISSE FIRST BOSTON By: /s/ Vitaly G. Butenko Name: Vitaly G. Butenko Title: Asst. Vice President By: /s/ William S. Lutkins Name: William S. Lutkins Title: Vice President DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Mark van der Griend Name: Mark van der Griend Title: Director THE INDUSTRIAL BANK OF JAPAN, LIMITED By: /s/ Yoshiaki Fujikawa Name: Yoshiaki Fujikawa Title: SVP & Sr. Manager THE SANWA BANK, LIMITED, LOS ANGELES BRANCH By: /s/ Satoru Kojima Name: Satoru Kojima Title: Senior Vice President and Deputy General Manager SUMITOMO MITSUI BANKING CORPORATION By: /s/ Toshihiko Ogata Name: Toshihiko Ogata Title: General Manager ABN AMRO BANK N.V. By: /s/ Mitsoo Iravani Name: Mitsoo Iravani Title: Vice President By: /s/ John A. Miller Name: John A. Miller Title: Senior Vice President BANK ONE, NA By: /s/ John N. Place Name: John N. Place Title: Vice President BARCLAYS BANK PLC By: /s/ L. Peter Yetman Name: L. Peter Yetman Title: Director BNP PARIBAS By: /s/ Mitchell M. Ozawa Name: Mitchell M. Ozawa Title: Director By: /s/ James P. Culhane Name: James P. Culhane Title: Vice President DEUTSCHE BANK AG, NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH By: /s/ Oliver Schwarz Name: Oliver Schwarz Title: Vice President By: /s/ Christian Dallwitz Name: Christian Dallwitz Title: Vice President MELLON BANK, N.A. By: /s/ Andrew T. Kim Name: Andrew T. Kim Title: Assistant Vice President THE NORINCHUKIN BANK, NEW YORK BRANCH By: /s/ Toshiyuki Futaoka Name: Toshiyuki Futaoka Title: Joint General Manager UBS AG, STAMFORD BRANCH By: /s/ Gregory H. Raue Name: Gregory H. Raue Title: Executive Director, Leverage Finance By: /s/ Wilfred V. Saint Name: Wilfred V. Saint Title: Associate Director, Banking Products Services, US THE BANK OF NEW YORK By: /s/ Mehrasa Raygani Name: Mehrasa Raygani Title: Vice President HSBC BANK USA By: /s/ Michael C. Cutlip Name: Michael C. Cutlip Title: Senior Vice President MERRILL LYNCH BANK USA By: /s/ D. Kevin Imlay Name: D. Kevin Imlay Title: Senior Credit Officer U.S. BANK NATIONAL ASSOCIATION By: /s/ Aaron J. Gordon Name: Aaron J. Gordon Title: Vice President WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Vanessa Meyer Name: Vanessa Meyer Title: Vice President STATE STREET BANK AND TRUST COMPANY By: /s/ C. Jaynelle A. Landy Name: C. Jaynelle A. Landy Title: Assistant Vice President SCHEDULE I COMMITMENTS Name of Bank Commitment % Share Bank of America, N.A. $215,000,000.00 8.60% The Bank of Tokyo-Mitsubishi, Ltd. 190,000,000.00 7.60 Citicorp USA, Inc. 190,000,000.00 7.60 The Chase Manhattan Bank 190,000,000.00 7.60 ING (U.S.) Capital LLC 120,000,000.00 4.80 Credit Suisse First Boston 120,000,000.00 4.80 Dresdner Bank AG, New York and Grand Cayman Branches 120,000,000.00 4.80 The Industrial Bank of Japan, Limited 120,000,000.00 4.80 The Sanwa Bank, Limited, Los Angeles Branch 120,000,000.00 4.80 Sumitomo Mitsui Banking Corporation 120,000,000.00 4.80 ABN AMRO Bank N.V. 90,000,000.00 3.60 Bank One, NA 90,000,000.00 3.60 Barclays Bank PLC 90,000,000.00 3.60 BNP Paribas 90,000,000.00 3.60 Deutsche Bank AG, New York Branch and/or Cayman Islands Branch 90,000,000.00 3.60 Mellon Bank, N.A. 90,000,000.00 3.60 The Norinchukin Bank, New York Branch 90,000,000.00 3.60 UBS AG, Stamford Branch 90,000,000.00 3.60 The Bank of New York 50,000,000.00 2.00 HSBC Bank USA 50,000,000.00 2.00 Merrill Lynch Bank USA 50,000,000.00 2.00 U.S. Bank National Association 50,000,000.00 2.00 Wells Fargo Bank, National Association 50,000,000.00 2.00 State Street Bank and Trust Company 25,000,000.00 1.00 Total $2,500,000,000.00 100.00% DOCSLA1:393526.3 2 DOCSLA1:393526.3 DOCSLA1:393526 DOCSLA1:393526.3 DOCSLA1:393526.3 1 DOCSLA1:393526.3