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 REGISTERED
PRINCIPAL AMOUNT
CUSIP No. 892332 AJ 6 (Y)[ ]
CERTIFICATE NO. [ ]
TOYOTA MOTOR CREDIT CORPORATION
1% NOTES DUE 2004
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[ ] on December 20, 2004 (the "Stated Maturity Date"), and to pay interest
thereon from November 22, 1999 or from the most recent date on which interest
has been paid or duly provided for, semi-annually on June 20 and December 20
(each, an "Interest Payment Date") in each year commencing June 20, 2000, and
at maturity at the rate of 1% 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. The amount of interest
payment on this Note for the Interest Payment Date on June 20, 2000 shall be
Y5,781 per Y1,000,000 of principal.
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 June 5
or the December 5 (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 Officer's Certificate dated
November 22, 1999 relating to this Note and delivered to the Trustee pursuant
to Section 301 of the Indenture; 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 1% Notes due 2004 (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.
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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.
Dated: November 22, 1999 TOYOTA MOTOR CREDIT CORPORATION
[SEAL] By:
-----------------------------------------
George E. Borst
Senior Vice President and General Manager
Attest:
By:
-------------------------------
Michael Deaderick
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
1% NOTES DUE 2004
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);
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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.
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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 November 9, 1999 (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
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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 Y1,000,000 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.
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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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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.
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