EXHIBIT 1.1(c)
EXECUTION COPY
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90501
March 9, 1994
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
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10154
LEHMAN BROTHERS
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10281-1200
Re: Amendment No. 2 to Distribution
Agreement dated October 17, 1991
--------------------------------
Dear Sirs:
Reference is hereby made to the Distribution Agreement, dated October 17,
1991 (the "Distribution Agreement"), as amended by Amendment No. 1 thereto
("Amendment No. 1") dated September 1, 1992, each among Toyota Motor Credit
Corporation, a California corporation (the "Company") and Merrill Lynch, Pierce,
Fenner & Smith Incorporated ("Merrill Lynch") and Lehman Brothers Inc. (formerly
"Shearson Lehman Brothers Inc., and including its affiliate Lehman Special
Securities Inc.) as Agents with respect to the issue and sale by the Company of
its Medium-Term Notes described therein. The Distribution Agreement, as amended
by
Amendment No. 1 and this Amendment No. 2, herein collectively, the "Program
Agreement." Terms not otherwise defined herein shall have the meanings ascribed
to them in the Distribution Agreement.
1. ADDITIONAL AGENTS. The Company hereby appoints each of Goldman, Sachs
& Co. ("Goldman Sachs") and J.P. Morgan Securities Inc. ("J.P. Morgan") as
Agents pursuant to the terms and conditions of the Program Agreement, and
Goldman Sachs and J.P. Morgan hereby accept their respective appointments
pursuant to such terms and conditions. Such newly appointed Agents are in
addition to Merrill Lynch and Lehman Brothers.
2. ADDITIONAL AUTHORIZED NOTES. Pursuant to the second 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 $4,000,000,000 aggregate principal amount of Notes, in addition to
$90,520,000 aggregate principal amount of Notes previously authorized for
issuance but remaining unissued as of the date hereof; provided that, in
calculating the aggregate principal amount of Notes authorized, with respect to
Notes issued at a discount to face, the initial offering price shall be used,
and with respect to Notes issued at a premium to face, the face amount of such
Notes shall be used.
3. OPINIONS OF COUNSEL. Notwithstanding the terms of Section 5(a) of the
Distribution Agreement, the opinion specified in clauses (i) through (viii) and
clause (ix) (insofar as it relates to information in the Prospectus under the
captions "Description of Notes", and "Description of Securities") and clause (x)
of Section 5(a)(1) and the statement specified in Section 5(a)(4) required to be
delivered by O'Melveny & Myers, shall instead be delivered by William A.
Plourde, Jr., Esq., General Counsel of the Company, or such other counsel as
shall be acceptable to the Agents, at such times and to such parties as shall be
specified in the Distribution Agreement.
The opinions specified in clause (ix) (insofar as it relates to
information in the Prospectus under the caption "United States taxation") of
Section 5(a) and in Section 5(a)(2) of the Distribution Agreement shall continue
to be delivered by O'Melveny & Myers and William A. Plourde, Jr., Esq.,
respectively, and the opinion specified in Section 5(a)(3) and the statement
specified in 5(a)(4), shall continue to be delivered by Brown & Wood, or such
other counsel as shall be acceptable to the Agents, at such times and to such
parties as shall be specified in the Distribution Agreement.
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 $4,090,520,000 aggregate
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principal amount of Notes (calculated as aforesaid) pursuant to the terms and
conditions of the Program Agreement.
This Amendment No. 2 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/ Wolfgang Jahn
______________________________
Name: Wolfgang Jahn
Title: Group Vice President
Accepted:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott G. Primrose
_________________________________
Name: Scott G. Primrose
Authorized Signatory
/s/ Goldman, Sachs & Co.
.................................
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
By: /s/ John Kaplan
_________________________________
Name: John Kaplan
Title: Vice President
LEHMAN BROTHERS INC.
By: /s/ Herbert McDade
_________________________________
Name: Herbert McDade
Title: Managing Director
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