FACE OF GLOBAL 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 AMOUNT
CUSIP No. 892332 AK 3 (Y)50,000,000,000
CERTIFICATE NO. __
TOYOTA MOTOR CREDIT CORPORATION
0.625% NOTES DUE 2003
TOYOTA MOTOR CREDIT CORPORATION, a California corporation
(hereinafter, the "Company," which term includes 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
(Y)50,000,000,000 on May 23, 2003 (the "Stated Maturity Date"), and to pay
interest thereon from May 23, 2000 or from the most recent date on which
interest has been paid or duly provided for, semi-annually on May 23 and
November 23 (each, an "Interest Payment Date") in each year commencing
November 23, 2000, and at maturity at the rate of 0.625% per annum, until the
principal hereof is paid or duly made available for payment.
Interest on this Note shall be computed on the basis of the actual
number of days in a year consisting of 365 days. Whenever it is necessary to
compute any amount of accrued interest in respect of the Note for a period of
less than one full year, other than with respect to regular semi-annual interest
payments, interest will be calculated on the basis of the actual number of days
in the period and a year of 365 days.
If a date for payment of principal or interest on this Note falls on a
day that is not a Business Day, the related payment of principal, premium, if
any, or interest will be made on the next succeeding Business Day as if made on
the date the payment was due. No interest shall accrue on any amounts payable
for the period from and after the date for payment of principal or interest on
this Note. For these purposes, "Business Day" means any day which is a day on
which commercial banks and foreign exchange markets settle payments and are open
for general business (including dealings in foreign exchange and foreign
currency deposits) in: (a) the relevant place of payment, and (b) The City of
New York, Tokyo and London.
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, which shall be the May 3 or the November 3
(whether or not a Business Day) immediately preceding such Interest Payment
Date. Any such interest which is payable, but not punctually paid or duly
provided for on any Interest Payment Date, 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 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
under the terms and conditions set forth in the Exchange Rate Agent Agreement,
dated as of May 23, 2000, between the Company and The Chase Manhattan Bank, as
exchange rate agent, relating to this Note; 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 shall 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.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Note is one of a series of Securities designated under the
Indenture as 0.625% Notes due 2003 (the "Notes").
Unless the certificate of authentication hereon has been executed by or
on behalf of The Chase Manhattan Bank, the Trustee 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.
2
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.
Dated: May __, 2000 TOYOTA MOTOR CREDIT CORPORATION
[SEAL] By:_____________________________
George E. Borst
Senior Vice President and General Manager
Attest:
By: _______________________
Robert Pitts
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series
designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By: ______________________
Authorized Officer
TOYOTA MOTOR CREDIT CORPORATION
0.625% NOTES DUE 2003
This Note is one of a duly authorized series of the Securities
(hereinafter called the "Securities") of the Company, issued and to be issued
under an Indenture dated as of August 1, 1991, between the Company and The Chase
Manhattan Bank as amended by the First Supplemental Indenture, dated as of
October 1, 1991 among the Company, The Chase Manhattan Bank and Bankers Trust
Company, pursuant to which The Chase Manhattan Bank acts as Trustee of the
Securities (herein called the "Trustee," which term includes any successor
Trustee under the Indenture), 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 and the Holders of the Securities and the
terms upon which the Securities are to be authenticated and delivered.
Except as otherwise provided in the Indenture, the Securities will be
issued in global form only registered in the name of The Depository Trust
Company (the "Depositary") or its nominee. The Securities will not be issued in
definitive form, except as otherwise provided in the Indenture, and ownership of
the Securities shall be maintained in book entry form by the Depositary for the
accounts of participating organizations of the Depositary.
Except as provided below, this Note will not be subject to redemption
before the Stated Maturity Date by a sinking fund or otherwise.
The Company will pay to the Holder of this Note for the benefit of each
beneficial owner of an interest in this Note (each, a "beneficial owner") who is
a non-United States person (as defined below), additional amounts ("Additional
Amounts") necessary in order that every net payment in respect of the principal,
premium, if any, or interest, if any, on this Note, after deduction or
withholding by the Company or any paying agent for or on account of any present
or future tax, assessment or governmental charge imposed upon or as a result of
such payment by the United States or any political subdivision or taxing
authority, will not be less than the amount provided for in this Note to be then
due and payable before any deduction or withholding for or on account of any
such tax, assessment or governmental charge. The foregoing obligation to pay
Additional Amounts will not apply to:
(a) any tax, assessment or other governmental charge which would
not have been so imposed but for:
(i) the existence of any present or former connection
between the beneficial owner (or a fiduciary, settlor,
beneficiary, member or shareholder of, or holder of a power
over, the beneficial owner, if the beneficial owner is an
estate, trust, partnership or corporation) and the United
States, including, without limitation, the beneficial owner
(or the fiduciary, settlor, beneficiary, member, shareholder
of, or holder of a power) being or having been a citizen or
resident or treated as a resident or being or having been
engaged in a trade or business therein or being or having
been present therein or having or having had a permanent
establishment therein, or
(ii) the beneficial owner's present or former status as
a personal holding company or foreign personal holding
company or controlled foreign corporation for United States
federal income tax purposes or corporation which accumulates
earnings to avoid United States federal income tax;
(b) any tax, assessment or other governmental charge which
would not have been so imposed but for the presentation by the Holder of this
Note for payment on a date more than 10 days after the date on which the payment
became due and payable or the date on which payment is duly provided for,
whichever occurs later;
(c) any estate, inheritance, gift, sales, transfer, personal
property or excise tax or any similar tax, assessment or governmental charge;
(d) any tax, assessment or other governmental charge which is
payable otherwise than by withholding from payments in respect of principal of,
premium, if any, or interest, if any, on this Note;
(e) any tax, assessment or other governmental charge imposed
on interest received by a beneficial owner of this Note who actually or
constructively owns 10% or more of the total combined voting power of all
classes of stock of the Company entitled to vote within the meaning of Section
871(h)(3) of the United States Internal Revenue Code of 1986, as amended;
(f) any tax, assessment or other governmental charge imposed
as a result of the failure to comply with:
(i) certification, information, documentation,
reporting or other similar requirements concerning the
nationality, residence, identity or connection with the
United States of the Holder or beneficial owner of this
Note, if such compliance is required by statute, or by
regulation of the United States Treasury Department, as a
precondition to relief or exemption from such tax,
assessment or other governmental charge (including backup
withholding), or
(ii) any other certification, information,
documentation, reporting or other similar requirements under
United States income tax laws or regulations that would
establish entitlement to otherwise applicable relief or
exemption from such tax, assessment or other governmental
charge;
(g) any tax, assessment or other governmental charge required
to be withheld by any paying agent from any payment of the principal of,
premium, if any, or interest, if any, on this Note, if such payment can be made
without such withholding by at least one other paying agent; or
(h) any combination of items (a), (b), (c), (d), (e), (f) or
(g);
nor will Additional Amounts be paid to any Holder in respect of a beneficial
owner who is a fiduciary or partnership or other than the sole beneficial owner
of this Note to the extent a settlor or beneficiary with respect to the
fiduciary or a member of such partnership or a beneficial owner of this Note
would not have been entitled to payment of Additional Amounts had the
beneficiary, settlor, member or beneficial owner been the sole beneficial owner
of this Note.
This Note is subject in all cases to any tax, fiscal or other
law or regulation or administrative or judicial interpretation applicable
thereto. Except as specifically provided herein, the Company will not be
required to make any payment with respect to any tax, assessment or governmental
charge imposed by any government or a political subdivision or taxing authority
thereof or therein.
The term "United States" means the United States of America
(including the States and the District of Columbia) and its territories, its
possessions and other areas subject to its jurisdiction.
The term "United States person" mean a beneficial owner of
this Note that is for United States federal income tax purposes:
(1) a citizen or resident of the United States,
(2) a coporation, partnership or other entity created or
organized in or under the laws of the United States
or of any political subdivision thereof,
(3) an estate the income of which is subject to United
States federal income taxation regardless of its
source, or
(4) a trust if (i) a court within the United States is
able to exercise primary supervision over the
administration of the trust and (ii) one or more
United States persons have the authority to control
all substantial decisions of that trust.
The term "non-United States person" means a beneficial owner
of this Note that is, for United States federal income tax purposes:
(1) a nonresident alien individual,
(2) a foreign corporation,
(3) a nonresident alien fiduciary of a foreign estate or
trust, or
(4) a foreign partnership one or more of the members of
which is, for United States federal income tax
purposes, a nonresident alien individual, a foreign
corporation or a nonresident alien fiduciary of a
foreign estate or trust.
If as result of any change in or amendment to the laws (including any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision thereof or therein affecting taxation, any change in the
official application or interpretation of such laws, including any official
proposal for such a change, amendment or change in the application or
interpretation of such laws, which change, amendment, application or
interpretation is announced or becomes effective after May 11, 2000 (the date of
the prospectus supplement relating to this Note) or which proposal is made after
that date, as a result of any action taken by any taxing authority of the United
States which action is taken or becomes generally known after such date, or any
commencement of a proceeding in a court of competent jurisdiction in the United
States after that date, whether or not such action was taken or such proceeding
was brought with respect to the Company, there is, in that case, in the written
opinion of independent legal counsel of recognized standing to the Company, a
material increase in the probability that the Company has or may become
obligated to pay Additional Amounts (as described above), and the Company in its
business judgment, determines that the obligation cannot be avoided by the use
of reasonable measures available to it, not including assignment of any Note,
the Notes may be redeemed, as a whole but not in part, at the Company's option
at any time thereafter, upon notice to the Trustee and the Holder of this Note
in accordance with provisions of the Indenture at a redemption price equal to
100% of the principal amount of this Note to be redeemed together with accrued
interest to the date fixed for redemption.
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 his 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 (Y)1,000,000 and any integral multiple 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 be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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.
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned Registered Holder hereby sell(s),
assign(s) and transfer(s) unto (insert Taxpayer Identification No.) ____________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _______________________________ attorney to transfer said Note on the
books of the Company with full power of substitution in the premises.
Dated:____________________ _______________________________________
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.