Exhibit 10.9
CREDIT SUPPORT AGREEMENT
This Credit Support Agreement (the "Agreement") is made as of July 14, 2000
by and between
1.TOYOTA MOTOR CORPORATION, a Japanese corporation having its principal
office at 1, Toyota-cho, Toyota City, Aichi Prefecture, Japan (the "TMC");
AND
2.TOYOTA FINANCIAL SERVICES CORPORATION, a Japanese corporation having its
principal office at 23-22, Izumi 1-chome, Higashi-ku, Nagoya City, Aichi
Prefecture, Japan (the "TFS").
WHEREBY it is agreed as follows:
1.TMC will, directly or indirectly, own all of the outstanding shares of the
capital stock of TFS and will not directly or indirectly pledge or in any way
encumber or otherwise dispose of any such shares of stock so long as TFS has
any outstanding bonds, debentures, notes and other investment securities and
commercial paper (hereafter "Securities", which shall include, except for the
purpose of clause 3, any securities issued by the subsidiaries or affiliates
of TFS in respect of which TFS has guarantee or credit support obligations),
unless required to dispose of any or all such shares of stock pursuant to a
court decree or order of any governmental authority which, in the opinion of
counsel to TMC, may not be successfully challenged.
2.TMC will cause TFS and TFS's subsidiaries, if any, to have a consolidated
tangible net worth, as determined in accordance with generally accepted
accounting principles in Japan and as shown on TFS's most recent audited
annual consolidated balance sheet, of at least JPY 10,000,000 so long as
Securities are outstanding. Tangible net worth means the aggregate amount of
issued capital, capital surplus and retained earnings less any intangible
assets.
3.If TFS at any time determines that it will run short of cash or other
liquid assets to meet its payment obligations in respect of any Securities or
obligation under any guarantee and credit support agreements then or
subsequently to mature and that it shall have no unused commitments available
under its credit facilities with lenders other than TMC, then TFS will
promptly notify TMC of the shortfall and TMC will make available to TFS,
before the due date in respect of such obligations, funds sufficient to
enable it to pay such payment obligations in full as they fall due. TFS will
use such funds made available to it by TMC solely for the payment of such
payment obligations when they fall due.
4.This Agreement is not, and nothing herein contained and nothing done by TMC
pursuant hereto shall be deemed to constitute a guarantee, direct or
indirect, by TMC of any Securities.
5.This Agreement may be modified or amended only by the written agreement of
TMC and TFS unless any holder of Securities has made a claim against TMC
pursuant to clause 7, in which case any modification or amendment shall be
subject to the consent of such a holder. No such modification or amendment
shall have any adverse effect upon any holder of any Securities outstanding
at the time of such modification or amendment. Either TMC or TFS will
provide written notice to the other, with a copy to each statistical rating
agency that, upon the request of TFS or TMC, has issued a rating in respect
of TFS or any Securities (hereafter a "Rating Agency"), 30 days prior to such
proposed modification or amendment.
6.Either TMC or TFS may terminate this Agreement upon 30 days written notice
to the other, with a copy to each Rating Agency, subject to the limitation
that termination will not take effect until or unless (i)all Securities
issued on or prior to the date of such termination notice have been repaid or
(ii)each Rating Agency has confirmed to TFS that the debt ratings of all such
Securities will be unaffected by such termination.
7.This Agreement is executed for the benefit of the holders of Securities and
such holders may rely on TMC's observance of the provisions of this
Agreement.
TMC and TFS hereby agree that the holders of Securities shall have the right
to claim directly against TMC to perform any of its obligations under this
Agreement. Such claim shall be made in writing with a declaration to the
effect that such a holder will have recourse to the rights given under this
Agreement. If TMC receives such a claim from any holder of Securities, TMC
shall indemnify, without any further action or formality, such a holder
against any loss or damage arising out of or as a result of the failure to
perform any of its obligations under this Agreement. The holder of
Securities who made the claim may enforce such indemnity directly against
TMC. In relation to any Securities in respect of which a trustee has been
appointed to act for the holders of such Securities, such trustee may make
the above mentioned claim in favor of the holders of Securities directly
against TMC and, where appropriate, it may enforce the indemnity against TMC
in favor of such holders. Provided that, if the trustee, having become bound
to proceed directly against TMC, fails to do so within a reasonable period
thereafter to protect the interests of the holders of such Securities, and
such failure shall be continuing, the holders of such Securities may take
actions available under this clause.
8.This Agreement shall be governed by, and construed in accordance with, the
laws of Japan. TMC and TFS hereby irrevocably submit to the jurisdiction of
the Tokyo District Court over any action or proceeding arising out of this
Agreement.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the day and year first above written.
TOYOTA MOTOR CORPORATION
By:/s/ Fujio Cho
-------------
Name: Fujio Cho
Title: Representative Director
TOYOTA FINANCIAL SERVICES CORPORATION
By:/s/ Hideto Ozaki
----------------
Name: Hideto Ozaki
Title: Representative Director