Class A-2 Confirmation
to the
ISDA Master Agreement
dated as of October 31, 2002
Toyota Auto Receivables 2002-C Owner Trust
c/o U.S. Bank Trust, National Association
400 North Michigan Ave., 2nd Floor
Chicago, IL 60601
Re: Transaction Ref. No. 1 between Toyota Motor Credit Corporation
("Party A") and Toyota Auto Receivables 2002-C Owner Trust
("Party B")
Ladies and Gentlemen:
The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between you and us on the Trade
Date specified below (the "Transaction"). This letter agreement constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions,
as supplemented by the Annex to the 2000 ISDA Definitions, each published by the
International Swaps and Derivatives Association, Inc. (collectively, the
"Definitions"), are incorporated in this Confirmation. In the event of any
inconsistency between those Definitions and this Confirmation, this Confirmation
will govern.
1. This Confirmation supplements, forms part of, and is subject to, the
ISDA Master Agreement, dated as of October 31, 2002, as amended and supplemented
from time to time (the "Agreement"), between you and us. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below. Expressions used herein and not defined herein or in the Definitions
shall bear the meaning ascribed thereto in the Agreement.
2. The terms of the particular Transaction to which this Confirmation
relates are as follows:
Party A: Toyota Motor Credit Corporation
Party B: Toyota Auto Receivables 2002-C Owner Trust
Trade Date: October 31, 2002
Effective Date: October 31, 2002
Termination Date: The earlier of (i) the Class A-2 Final
Scheduled Payment Date (as defined in the
Indenture) or (ii) the Payment Date (as
defined in the
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Indenture) on which the principal balance
of the Class A-2 Notes is reduced to zero,
in either case subject to adjustment in
accordance with the Following Business Day
Convention.
Party A Floating Amounts:
Party A Floating Rate
Payer: Party A
Party A Floating Rate
Payer Notional Amount: The Class A-2 Note Balance (as defined in
the Indenture) on the first day of the
applicable Calculation Period.
Party A Floating Rate
Payer Period End Dates: The 15th day of each calendar
month, commencing on November 15, 2002, up
to and including the Termination Date,
subject to adjustment in accordance with
the Following Business Day Convention.
Party A Floating Rate
Payer Payment Dates: The Business Day immediately preceding each
Period End Date, or if Party B has agreed,
the 15th day of each calendar month,
commencing on November 15, 2002, up to and
including the Termination Date, subject to
adjustment in accordance with the Following
Business Day Convention.
Party A Floating Rate
Option: USD-LIBOR-BBA.
Designated Maturity: One month.
Spread: Plus 0.02%
Party A Floating Rate
Day Count Fraction: Actual/360
Reset Dates: The first day of each Calculation Period.
Compounding: Inapplicable.
Party B Fixed Amounts:
Party B Fixed Rate Payer: Party B
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Party B Fixed Rate Payer
Notional Amount: The Class A-2 Note Balance on the first day
of the applicable Calculation Period.
Party B Fixed Rate Payer
Period End Dates: The 15th day of each calendar month,
commencing on November 15, 2002, with no
adjustment.
Party B Fixed Rate Payer
Payment Dates: The 15th day of each calendar month,
commencing on November 15, 2002, up to and
including the Termination Date, subject to
adjustment in accordance with the Following
Business Day Convention.
Party B Fixed Rate 2.088%
Party B Fixed Rate
Day Count Fraction: 30/360
Fixed Rate Compounding: Not applicable.
Business Days: Any day other than a Saturday, a Sunday or
a day on which banking institutions or
trust companies in New York, New York,
Wilmington, Delaware, Chicago, Illinois or
San Francisco, California are authorized or
obligated by law, regulation or executive
order to remain closed.
Calculation Agent: Party A
3. Account Details
Payments to Party A:
Account for Payments
in USD: Bank of America, Concord, California
ABA No. 121-000-358
A/C No. 12351-07564
A/C Toyota Motor Credit Corporation
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Payments to Party B:
Account for Payments
in USD: The Bank of New York
ABA No.
BNF:
A/C No.
For further credit to:
A/C Toyota Auto Rec Trust 2002-C #
4. Party A Documentation and Operations Officers
Documentation: Carolee Furukawa
Phone: 310-468-6806
Fax: 310-468-5715
Operations: Carolee Furukawa
Phone: 310-468-6806
Fax: 310-468-5715
5. Relationship between Parties:
Each party will be deemed to represent to the other party on the date
on which it enters into the Agreement that (absent a written agreement between
the parties that expressly imposes affirmative obligations to the contrary):
Non-Reliance. It is acting for its own account, and it has made its own
independent decisions to enter into the Agreement and as to whether the
Agreement is appropriate or proper for it based upon its own judgment
and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party
as investment advice or as a recommendation to enter into the
Agreement; it being understood that information and explanations
related to the terms and conditions of the Agreement shall not be
considered investment advice or a recommendation to enter into the
Agreement. No communication (written or oral) received from the other
party shall be deemed to be an assurance or guarantee as to the
expected results of the Agreement.
Assessment and Understanding. It is capable of assessing the merits of
and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms,
conditions and risks of the Agreement. It is also capable of assuming,
and assumes, the risks of the Agreement.
Status of Parties. The other party is not acting as a fiduciary for or
as adviser to it in respect of the Agreement.
6. Governing Law: New York
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Please confirm that the foregoing correctly sets forth the
terms of our agreement by executing the copy of this Class A-2 Confirmation
enclosed for that purpose and returning it to us.
TOYOTA MOTOR CREDIT CORPORATION
By: /s/ George E. Borst
-----------------------------------------------
Name: George E. Borst
Title: President and Chief Executive Officer
Confirmed as of the date first written:
TOYOTA AUTO RECEIVABLES 2002-C OWNER TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION, not
in its individual capacity but solely as
Owner Trustee
By: /s/ Melissa A. Rosal
-----------------------------------------------
Name: Melissa A. Rosal
Title: Vice President
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