EXHIBIT 20.1
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TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST,
TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION,
AND
TOYOTA MOTOR CREDIT CORPORATION
TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
INSTRUMENT OF AMENDMENT OF
SALE AND SERVICING AGREEMENT
Dated as of March 31, 2001
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TOYOTA AUTO RECEIVABLES 1999-A OWNER TRUST
INSTRUMENT OF AMENDMENT OF
SALE AND SERVICING AGREEMENT
THIS INSTRUMENT OF AMENDMENT, dated as of March 31, 2001
(the "Amendment"), among Toyota Auto Receivables 1999-A Owner Trust ("Owner
Trust"), in its capacity as issuer (the "Issuer"), Toyota Motor Credit
Receivables Corporation ("TMCRC"), in its capacity as seller (the "Seller"),
and Toyota Motor Credit Corporation ("TMCC"), in its capacity as Servicer
(the "Servicer"), is made with respect to amending the Sale and Servicing
Agreement, dated as of July 1, 1999, among Owner Trust, TMCRC and TMCC.
RECITALS
WHEREAS, TMCC has changed the date of its fiscal year end
from September 30 to March 31, and desires to cause the fiscal year end dates
for its subsidiaries (including TMCRC) and for each securitization trust
formed thereby to be changed so as to remain consistent with that of TMCC; and
WHEREAS, the parties hereto wish to enter into this
Amendment in order to amend and supplement certain provisions of the Sale and
Servicing Agreement to effect such changes and to modify the dates on which
the Servicer is required to deliver certain certificates and reports as to
which such change is relevant;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. For all purposes of this Amendment, unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings attributed to them in the Sales and Servicing Agreement and the
Indenture.
SECTION 2. AMENDMENT TO SECTION 4.11(a). Section 4.11(a) is amended
to read as follows:
"Within 120 days after March 31 of each calendar year
(commencing with the fiscal year ended March 31, 2001), the Servicer shall
deliver an Officer's Certificate to the Owner Trustee and the Indenture
Trustee to the effect that a review of the activities of the Servicer during
the prior fiscal year (or since the Closing Date in the case of the first
such Officer's Certificate) has been made under the supervision of the
officer executing such Officer's Certificate with a view to determining
whether during such period the Servicer has performed and observed all of its
obligations under this Agreement, and either (i) stating that, to the best of
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his or her knowledge, no default by the Servicer under this Agreement has
occurred and is continuing, or (ii) if such a default has occurred and is
continuing, specifying such default and the nature and status thereof."
SECTION 3. AMENDMENT TO SECTION 4.12. The first sentence of the
first paragraph of Section 4.12 is amended to read as follows:
"ANNUAL ACCOUNTANTS' REPORT. Within 120 days after March 31
of each fiscal year for the Servicer (commencing with the year ended March
31, 2001), the Servicer shall deliver to the Owner Trustee and the Indenture
Trustee a report prepared by the Independent Accountants of the Servicer
concerning their review of the activities of the Servicer during the
preceding 12-month period ended March 31 (or other applicable period in the
case of the first such report or letter) to the effect that such accountants
have reviewed certain records and documents relating to the servicing of the
Receivables under this Agreement (using procedures specified in such report
or letter) and as a result of such review, and in connection with such
procedures, they are reporting such exceptions, if any, as shall be set forth
therein. Such report or letter shall also indicate that the firm is
independent with respect to the Seller and the Servicer within the meaning of
the Code of Professional Ethics of the American Institute of Certified Public
Accountants."
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers, thereunto duly authorized and duly
attested, all as of the day and year first above written.
TOYOTA AUTO RECEIVABLES 1999-A
OWNER TRUST, as Issuer
By: U.S. Bank National Association,
not in its individual capacity but solely as
Owner Trustee on behalf of the Issuer
By: /s/ MELISSA A. ROSAL
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Name: Melissa A. Rosal
Title: Vice President
TOYOTA MOTOR CREDIT RECEIVABLES
CORPORATION, as Seller
By: /s/ LLOYD MISTELE
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Name: Lloyd Mistele
Title: President
TOYOTA MOTOR CREDIT CORPORATION, as
Servicer
By: /s/ GEORGE E. BORST
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Name: George E. Borst
Title: President and Chief
Executive Officer
ACKNOWLEDGED AND ACCEPTED AS OF
THE DAY AND YEAR FIRST ABOVE WRITTEN:
U.S. Bank National Association, not in its
individual capacity but solely as Indenture Trustee
By: /s/ MELISSA A. ROSAL
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Name: Melissa A. Rosal
Title: Vice President
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