Class A-3A Confirmation
to the
ISDA Master Agreement
dated as of March 27, 2003
Toyota Auto Receivables 2003-A 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 2003-A 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 March 27, 2003, 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 2003-A Owner
Trust
Trade Date: March 27, 2003
Effective Date: March 27, 2003
Termination Date: The earlier of (i) the Class A-3A Final
Scheduled Payment Date (as defined in
the Indenture) or (ii) the Payment Date
(as defined
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in the Indenture) on which the principal
balance of the Class A-3A 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-3A 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 April 15, 2003, 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 April 15, 2003, 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-3A 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 April 15, 2003, with no
adjustment.
Party B Fixed Rate Payer
Payment Dates: The 15th day of each calendar month,
commencing on April 15, 2003, up to and
including the Termination Date, subject
to adjustment in accordance with the
Following Business Day Convention.
Party B Fixed Rate 1.8925%
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 2003-A #
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-3A 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 2003-A OWNER TRUST
By: U.S. BANK TRUST NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Owner Trustee
By: /s/ Nancie J. Arvin
-------------------------------------
Name: Nancie J. Arvin
Title: Vice President
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