EXHIBIT 1.1
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
January 12, 2000
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
North Tower, 23rd Floor
World Financial Center
New York, New York 10281-1323
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
LEHMAN BROTHERS INC.
American Express Tower
World Financial Center
New York, New York 10285
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
SALOMON SMITH BARNEY
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Re: Amendment No. 1 to First Amended and Restated
Distribution Agreement dated September 3, 1998
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Ladies and Gentlemen:
Reference is hereby made to the First Amended and Restated Distribution
Agreement, dated September 3, 1998 (the "Distribution Agreement"), among
Toyota Motor Credit
Corporation, a California corporation (the "Company") and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers
Inc., Goldman Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc., as Agents with respect to the
issue and sale by the Company of its Medium-Term Notes described therein.
Terms not otherwise defined herein shall have the meanings ascribed to them
in the Distribution Agreement.
1. The first three lines at the top of the first page of the
Distribution Agreement are hereby amended as follows:
TOYOTA MOTOR CREDIT CORPORATION
Medium-Term Notes Due More Than One Year From Date of Issue
2. The first sentence of the second paragraph on page two of the
Distribution Agreement is hereby amended as follows:
The Company confirms its agreement with Merrill Lynch, Lehman,
Goldman and J.P. Morgan and enters into an agreement with Morgan
Stanley & Co. Incorporated ("Morgan Stanley") and Salomon Smith
Barney Inc. ("SSB") (collectively, the "Agents") with respect to
the issue and sale by the Company of its Medium-Term Notes Due
More Than One Year From Date of Issue (the "Notes").
3. ADDITIONAL AUTHORIZED NOTES. Pursuant to the third introductory
paragraph of the Distribution Agreement, the Company hereby delivers to each
of you an original copy of the Officers' Certificate delivered to the Trustee
on the date hereof pursuant to Section 301 of the Indenture authorizing the
issuance of $1,000,000,000 aggregate principal amount of Notes, in addition
to $9,800,000,000 aggregate principal amount of Notes previously authorized
for issuance (including $800,000,000 authorized by the Officer's Certificate
dated September 29, 1999), $96,060,000 of which remains unissued as of the
date hereof; provided that, in calculating the aggregate principal amount of
Notes authorized, (i) with respect to Notes issued at a discount to face, the
initial offering price shall be used, (ii) with respect to Notes issued at a
premium to face, the face amount of such Notes shall be used, and (iii) with
respect to Notes denominated in a currency other than U.S. dollars the U.S.
dollar equivalent of such Notes shall be used.
4. The first sentence of Section 1(a) (Appointment of Agents) is hereby
amended to add the following words after "exclusive agent": "subject to the
provisions contained in this Section 1(a)."
5. The third sentence of Section 1(a) is hereby amended in its entirety
as follows:
"Notwithstanding the foregoing, the Company reserves the right to
(i) appoint additional agents for the purpose of assisting in the
placement of the Notes during the term of this Agreement under
the terms of an agreement substantially identical to this
Agreement (provided that the commission to be paid to such
additional agents in connection with the sale of any Note shall
be the applicable commission
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determined pursuant to Section 3(a) hereof), and (ii) sell Notes
to one or more underwriters in a discrete principal transaction
or transactions (whether on an individual or syndicated basis) so
long as such underwriter or underwriters shall execute an
agreement substantially identical to this Agreement relating to
such principal transaction or transactions (such person and/or
entity described in subclause (ii) of this sentence shall be
referred to herein as a "Dealer"), provided however, that no such
agreement will appoint any such underwriter an agent under this
Agreement except as relates to the related transaction or
transactions.
6. The third sentence of Section 1(c) is hereby amended in its entirety as
follows:
"No Agent shall have any obligation to purchase notes from the
Company as principal but such Agent, individually or as part of a syndicate
with other Agents and/or Dealers, may agree from time to time to purchase
Notes as principal."
7. The first paragraph of Section 3(a) is hereby amended in its entirety as
follows:
"(a) SOLICITATIONS AS AGENT. On the basis of the representations
and warranties herein contained, but subject to the terms and conditions
herein set forth, when agreed by the Company and an Agent, such Agent, as an
agent of the Company, will use its reasonable efforts to solicit offers for
the purchase of Notes upon the terms and conditions set forth in the
Prospectus. The Agents are not authorized to appoint sub-agents with respect
to Notes sold through them as agent."
8. Section 3(b) is hereby amended in its entirety as follows:
"(b) PURCHASES AS PRINCIPAL. Notes purchased from the Company by an
Agent or Dealers individually or as part of a syndicate with one or
more other Agents and/or Dealers, as principal shall be made in
accordance with the terms contained herein and, if requested by such
Agent or Dealer, pursuant to a separate agreement which will provide
for the sale of such Notes to, and the purchase and reoffering
thereof, by such Agent or Dealer. Each such separate agreement (which
may be an oral agreement) between one or more Agents and/or Dealers
and the Company is herein referred to as a "Terms Agreement." Unless
the context otherwise requires, each reference contained herein to
"this Agreement" shall be deemed to include any Terms Agreement
between the Company and one or more Agents and/or Dealers. Each such
Terms Agreement, whether oral or in writing, shall be with respect to
such information (as applicable) as is specified in Exhibit A hereto.
An Agent's and/or Dealer's commitment to purchase Notes as principal
shall be deemed to have been made on the basis of the representations
and warranties of the Company herein contained and shall be subject to
the terms and conditions herein set forth and, as applicable, as set
forth in any Terms Agreement. Each Terms Agreement shall specify the
principal amount of Notes to be purchased by each Agent and/or Dealer
pursuant thereto, the price to be paid to the Company for such Notes
(which, if not so specified in a Terms Agreement, shall be at a
discount equivalent to the applicable commission set forth in
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Schedule A hereto), the time and place of delivery of and payment for such
Notes, if the trade is being made with two or more Agents and/or Dealers, the
applicable default provisions in the event of a default by one or more of the
Agents and/or Dealers, and such other provisions (including further terms of
the Notes) as may be mutually agreed upon. The Agents and/or Dealers may
engage the services of any broker or dealer in connection with the resale of
the Notes purchased by them as principal and may allow all or any portion of
the discount received from the Company in connection with such purchases to
such brokers or dealers. Such Terms Agreement shall also specify whether or
not any of the officer's certificate, opinions of counsel or comfort letter
specified in Sections 7(b), 7(c) and 7(d) hereof shall be required to be
delivered by the Company on the related Settlement Date.
If the Company and two or more Agents and/or Dealers enter into an
agreement pursuant to which such Agents and/or Dealers agree to purchase
Notes as part of a syndicate and one or more of such Agents and/or Dealers
shall fail at the Settlement Date to purchase the Notes which it or they are
obligated to purchase (the "Defaulted Notes"), then the nondefaulting Agents
and/or Dealers shall have the right, within 24 hours thereafter, to make
arrangements for one of them or one or more other Agents or underwriters to
purchase all, but not less than all, of the Defaulted Notes in such amounts
as may be agreed upon and upon the terms herein set forth; provided, however,
that if such arrangements shall not have been completed within such 24-hour
period, then:
(i) if the aggregate principal amount of Defaulted Notes does not
exceed 10% of the aggregate principal amount of Notes to be so purchased by
all of such Agents and/or Dealers on the Settlement Date, the nondefaulting
Agents and/or Dealers shall be obligated, severally and not jointly, to
purchase the full amount thereof in the proportions that their respective
initial underwriting obligations bear to the underwriting obligations of all
nondefaulting Agents and/or Dealers; or
(ii) if the aggregate principal amount of Defaulted Notes exceeds
10% of the aggregate principal amount of Notes to be so purchased by all of
such Agents and/or Dealers on the Settlement Date, such agreement to purchase
such Notes shall terminate without liability on the part of any nondefaulting
Agents and/or Dealers.
No action taken pursuant to this paragraph shall relieve any defaulting
Agent and/or Dealer from liability in respect of its default. In the event
of any such default which does not result in a termination of such agreement,
either the nondefaulting Agents and/or Dealers or the Company shall have the
right to postpone the Settlement Date for a period not exceeding seven days
in order to effect any required changes in the Registration Statement or the
Prospectus or in any other documents or arrangements."
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9. Schedule A is hereby amended to delete the line item "From 9 months to
less than 1 year .125%" from the table captioned "PERCENT OF MATURITY RANGES
PRINCIPAL AMOUNT."
10. The notice provisions contained in Section 13 are hereby amended as
follows with respect to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, J.P. Morgan Securities Inc. and Salomon Smith Barney Inc.:
"Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Merrill Lynch World Headquarters
North Tower, 15th Floor
World Financial Center
New York, New York 10281-1315
Attention: MTN Products Management
Scott Primrose
Telecopy:(212) 449-2234"
"J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Attention: Transaction Execution Group, 5th Floor
Telecopy: (212) 648-5151"
"Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Attention: Medium Term Notes
Telecopy: (212) 816-0949"
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Your signature below will signify your acknowledgement as of the date
hereof of the Company's appointment of you as Agents with respect to the
above referenced $10,800,000,000 aggregate principal amount of Notes
(calculated as aforesaid) pursuant to the terms and conditions of the
Distribution Agreement.
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This Amendment No. 1 to the Distribution Agreement may be executed in
several counterparts, each of which shall be deemed an original hereof.
Very truly yours,
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ George E. Borst
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Name: George E. Borst
Title: Senior Vice President and
General Manager
Accepted:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott Primrose
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Authorized Signatory
GOLDMAN, SACHS & CO.
By: /s/ Frederick Knecht
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Authorized Signatory
LEHMAN BROTHERS INC.
By: /s/ William Cohen
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Authorized Signatory
J.P. MORGAN SECURITIES INC.
By: /s/ Raymond Schmitt
-----------------------------
Authorized Signatory
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MORGAN STANLEY & CO. INCORPORATED
By: /s/ Harold Hendershot
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Authorized Signatory
SALOMON SMITH BARNEY INC.
By: /s/ Martha D. Bailey
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Authorized Signatory
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