EXHIBIT 4.2(a)
FIXED RATE GLOBAL MEDIUM-TERM NOTE
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
REGISTERED PRINCIPAL OR FACE AMOUNT
No. FX CUSIP No. $
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TOYOTA MOTOR CREDIT CORPORATION
MEDIUM-TERM NOTE
(Fixed Rate)
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*** [ ] CHECK IF A PRINCIPAL INDEXED NOTE ***
IF CHECKED, CALCULATION AGENT: _____________
If this is a Principal Indexed Note, references herein to "principal" shall be
deemed to be the face amount hereof, except that the amount payable upon
Maturity of this Note shall be determined in accordance with the formula or
formulas set forth below or in an attached Addendum hereto.
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ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INTEREST PAYMENT DATES:
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE
REDUCTION:
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ]30/360 FOR THE PERIOD FROM TO .
[ ]ACTUAL/360 FOR THE PERIOD FROM TO .
[ ]ACTUAL/ACTUAL FOR THE PERIOD FROM TO .
- 1 -
ADDENDUM ATTACHED: ORIGINAL ISSUE
DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
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TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of
DOLLARS, or if this is a Principal Indexed Note, the principal amount as
determined in accordance with the terms set forth under "Other Provisions"
above and/or in the Addendum attached hereto, on the Stated Maturity Date
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity Date), and to pay interest on the principal or face amount as set
forth above at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment. Reference herein
to "this Note", "hereof", "herein" and comparable terms shall include an
Addendum hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (if specified as repayable at the
option of the Holder in an attached Addendum) (the date of each such Stated
Maturity Date, Redemption Date and Optional Repayment Date and the date on
which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
PROVIDED, HOWEVER, that if the Original Issue Date is between a Regular
Record Date (as defined below) and the next succeeding Interest Payment Date,
interest payments will commence on the second Interest Payment Date
succeeding the Original Issue Date. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable
Interest Payment Date. Interest on this Note will accrue from and including
the most recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid, from the Original Issue Date
specified above, to, but excluding such Interest Payment Date. Unless
otherwise specified in an Addendum attached hereto, if the Maturity or an
Interest Payment Date falls on a day which is not a Business Day as defined
below, the payment due on such Maturity or Interest Payment Date will be paid
on the next succeeding Business Day with the same force and effect as if made
on such Maturity or Interest Payment Date, as the case may be, and no
interest shall accrue with respect to such payment for the period from and
after such Maturity or Interest Payment Date. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will as
provided in the Indenture be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on
the Regular Record Date for such Interest Payment Date. Any such interest
which is payable, but not punctually paid or duly provided for on any
Interest Payment Date (herein called "Defaulted Interest"), shall forthwith
cease to be payable to the registered Holder on such Regular Record Date, and
may be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
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Trustee, notice whereof shall be given to the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Note will be made at
the Office or Agency of the Company maintained by the Company for such
purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
PROVIDED, HOWEVER, that at the option of the Company, payment of interest may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; and PROVIDED, FURTHER, that AT
THE OPTION OF THE COMPANY, the Holder of this Note may be entitled to receive
payments of principal of and interest on this Note by wire transfer of
immediately available funds if appropriate wire transfer instructions have
been received by the Trustee not less than 15 days prior to the applicable
payment date.
Unless the certificate of authentication hereon has been executed by or
on behalf of Bankers Trust Company, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities (hereinafter
called the "Securities") of the Company designated as its Medium-Term Notes
(the "Notes"). The Notes are issued and to be issued under an Indenture dated
as of August 1, 1991 as amended and supplemented by the First Supplemental
Indenture dated as of October 1, 1991 (herein called the "Indenture") between
the Company, The Chase Manhattan Bank, N.A. and Bankers Trust Company, to
which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Company, the
Trustee (as defined below) and the Holders of the Notes and the terms upon
which the Notes are to be authenticated and delivered. Bankers Trust Company
shall act as Trustee with respect to the Notes (herein called the "Trustee",
which term includes any successor Trustee with respect to the Notes, under
the Indenture). The terms of individual Notes may vary with respect to
interest rates or interest rate formulas, issue dates, maturity, redemption,
repayment, currency of payment and otherwise.
Except as otherwise provided in the Indenture, the Notes will be issued
in global form only registered in the name of The Depository Trust Company
(the "Depositary") or its nominee. The Notes will not be issued in definitive
form, except as otherwise provided in the Indenture, and ownership of the
Notes shall be maintained in book entry form by the Depositary for the
accounts of participating organizations of the Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If no
Initial Redemption
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Date is set forth above, this Note may not be redeemed prior to the Stated
Maturity Date. On and after the Initial Redemption Date, if any, this Note
may be redeemed at any time in whole or from time to time in part in
increments of $1,000 (provided that any remaining principal hereof shall be
at least $1,000) at the option of the Company at the applicable Redemption
Price (as defined below), together with accrued interest hereon at the
applicable rate payable to the date of redemption (each such date, a
"Redemption Date"), on written notice given not more than 60 nor less than 30
days prior to the Redemption Date or such other notice specified in an
Addendum attached hereto. In the event of redemption of this Note in part
only, a new Note for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal
amount of this Note to be redeemed and shall decline at each anniversary of
the Initial Redemption Date, shown above, by the Annual Redemption Percentage
Reduction, if any, specified above hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
Unless otherwise specified in an Addendum attached hereto, this Note is
not subject to repayment at the option of the Holder. If this Note shall be
repayable at the option of the Holder as specified in an attached Addendum
hereto, unless otherwise specified in such Addendum, on any Optional
Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be
at least $1,000) at the option of the Holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. If specified as repayable at the
option of the Holder in such Addendum, for this Note to be repaid in whole or
in part at the option of the Holder hereof, this Note must be received, with
the form entitled "Option to Elect Repayment" below duly completed, by the
Trustee at its Corporate Trust Office, or such address which the Company
shall from time to time notify the Holders of the Notes, not more than 60 nor
less than 30 days prior to the related Optional Repayment Date or such other
time as is specified in an Addendum attached hereto. Exercise of such
repayment option by the Holder hereof shall be irrevocable.
Interest payments on this Note shall include interest accrued from, and
including, the Original Issue Date indicated above, or the most recent date
to which interest has been paid or duly provided for, to, but excluding, the
related Interest Payment Date or Maturity, as the case may be. Interest
payments for this Note shall be computed and paid on the basis of a 360-day
year of twelve 30-day months if the Day Count Convention specified above is
"30/360" for the period specified thereunder, on the basis of the actual
number of days in the related month and a 360-day year if the Day Count
Convention specified above is "Actual/360" for the period specified
thereunder or on the basis of the actual number of days in the related year
and month if the Day Count Convention specified above is "Actual/Actual" for
the period specified thereunder.
As used herein, "Business Day" means:
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1. for United States dollar denominated Notes: any day other than
a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by
law, regulation or executive order to close in The City of New
York (a "New York Business Day");
2. for non-United States Dollar denominated Notes (other than
Notes denominated in euro): a day that is both (x) a day other
than a day on which commercial banks are authorized or
required by law, regulation or executive order to close in the
Principal Financial Center (as defined below) of the country
issuing the Specified Currency (as defined below) and (y) a
New York Business Day; and
3. for euro denominated Notes: a day that is both (x) a day on
which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) system is open; and (y) a New York
Business Day.
As used herein, "Principal Financial Center" means: the capital city
of the country issuing the Specified Currency except that with respect to
United States dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, South African rand and Swiss francs, the Principal Financial
Center will be the City of New York, Sydney and Melbourne, Toronto,
Frankfurt, Amsterdam, Johannesburg and Zurich, respectively.
"Specified Currency" means the currency in which a particular Note
is denominated (or, if the currency is no longer legal tender for the payment
of public and private debts, any other currency of the relevant country which
is then legal tender for the payment of such debts).
Notwithstanding anything to the contrary contained herein or in the
Indenture, for purposes of determining the rights of a Holder of a Note for
which the principal thereof is determined by reference to the price or prices
of specified commodities or stocks, interest rate indices, interest or
exchange rate swap indices, the exchange rate of one or more specified
currencies relative to another currency or such other price, exchange rate or
other financial index or indices as specified above (a "Principal Indexed
Note"), in respect of voting for or against amendments to the Indenture and
modifications and the waiver of rights thereunder, the principal amount of
any such Principal Indexed Note shall be deemed to be equal to the face
amount thereof upon issuance. The method for determining the amount of
principal payable at Maturity on a Principal Indexed Note will be specified
in an attached Addendum.
Any provision contained herein with respect to the calculation of
the rate of interest applicable to this Note, its payment dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto and references herein to "this Note," "hereof," "herein," and "as
specified above" or similar language of like import shall also be references
to any such Addendum.
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If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Holders of the Securities of each series to
be affected thereby at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in aggregate principal amount of the
Outstanding Securities of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made
upon this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the time, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the
Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or by its attorney
duly authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by
the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note
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be overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
TOYOTA MOTOR CREDIT CORPORATION
By:
---------------------------
George E. Borst
Senior Vice President
And General Manager
Attest:
By:
---------------------------
Robert Pitts
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in the
within-mentioned indenture.
BANKERS TRUST COMPANY
as Trustee
By: Dated:
--------------------------- ------------------------
Authorized Officer
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms and at a price equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at
---------------------------------
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(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall
from time to time notify the Holder of this Note, not more than 60 nor less
than 30 days prior to an Optional Repayment Date, if any, shown on the face
of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of $1,000)
which the Holder elects to have repaid and specify the denomination or
denominations (which shall be $1,000 or an integral multiple thereof) of the
Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be
issued for the portion not being repaid).
$
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NOTICE: The signature on
Date this Option to Elect
------------------------- Repayment must correspond
with the name as written upon
the face of this Note in
every particular, without
alteration or enlargement or
any change whatever.
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ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
------------
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(Please print or typewrite name and address including postal zip code of
assignee)
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
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attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Dated:
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NOTICE: The signature of the registered Holder to this assignment must
correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or
any change whatsoever.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--........................Custodian....................
(Cust) (Minor)
Under Uniform Gifts to Minors Act
...........................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not
as tenants in common
Additional abbreviations may also be used though not in the above list.
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