1
Exhibit 1.1
TOYOTA MOTOR CREDIT CORPORATION
19001 South Western Avenue
Torrance, California 90509
August 24, 2001
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
CREDIT SUISSE FIRST BOSTON CORPORATION
11 Madison Avenue
New York, New York 10010
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
MORGAN STANLEY DEAN WITTER
Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
SALOMON SMITH BARNEY
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Re: Amendment No. 2 to First Amended and Restated
Distribution Agreement dated September 3, 1998
Ladies and Gentlemen:
Reference is hereby made to the First Amended and Restated Distribution
Agreement, dated September 3, 1998, as amended by Amendment No. 1, dated January
12, 2000 (as amended, the "Distribution Agreement"), among Toyota Motor Credit
Corporation, a California
2
corporation (the "Company") and Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Lehman Brothers Inc., Goldman Sachs & Co., J.P.
Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Salomon Smith
Barney Inc. as Agents with respect to the issue and sale by the Company of its
Medium-Term Notes described therein. Terms not otherwise defined herein shall
have the meanings ascribed to them in the Distribution Agreement.
Whereas Lehman Brothers Inc. was terminated as an Agent in accordance
with Section 12(a) of the Distribution Agreement; whereas Credit Suisse First
Boston Corporation will become a party to the Distribution Agreement as set
forth below; and whereas the parties wish to make certain other amendments to
the Distribution Agreement, the Company and the Agents agree as follows:
1. The first sentence of the second paragraph on page two of the
Distribution Agreement is hereby amended as follows:
"The Company confirms its agreement with Merrill Lynch, Goldman,
J.P. Morgan, Morgan Stanley and SSB, and enters into an
agreement with Credit Suisse First Boston Corporation ("CSFB")
(collectively, the "Agents") with respect to the issue and sale
by the Company of its Medium-Term Notes Due More Than One Year
From Date of Issue (the "Notes")."
2. Additional Authorized Notes. Pursuant to the third 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 $1,000,000,000 aggregate principal amount of Notes, in addition to
$13,320,000,000 aggregate principal amount of Notes previously authorized for
issuance (including $1,500,000,000 authorized by the Officers' Certificate dated
December 8, 2000, and $320,000,000 authorized by the Officers' Certificate dated
April 23, 2001, and $700,000,000 authorized by the Officers' Certificate dated
June 25, 2001), $410,700,000 of which remains unissued as of the date hereof;
provided that, in calculating the aggregate principal amount of Notes
authorized, (i) with respect to Notes issued at a discount to face, the initial
offering price shall be used, (ii) with respect to Notes issued at a premium to
face, the face amount of such Notes shall be used, and (iii) with respect to
Notes denominated in a currency other than U.S. dollars the U.S. dollar
equivalent of such Notes shall be used.
3. Clause (C) of Section 2(a)(vi) is hereby amended as follows:
"(C) since the date of the most recent audited financial
statements of the Company, there has been no dividend or
distribution of any kind declared, paid or made by the Company
on any class of its capital stock except as otherwise described
in an Incorporated Document or as disclosed in the documentation
relating to a particular issuance of Notes, including the
applicable pricing supplement."
4. The notice provisions contained in Section 13 are hereby amended to
delete the notice address for Lehman Brothers Inc. and to add the following
contact information for CSFB:
2
3
"Credit Suisse First Boston Corporation
11 Madison Avenue
New York, NY 10010-3629
Attention: Short and Medium Term Finance
Telephone: (212) 325 7198
Telecopy: (212) 743-5825"
3
4
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/ George E. Borst
------------------------------
Name: George E. Borst
Title: President and Chief Executive Officer
Accepted:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott Primrose
------------------------------
Name: Scott Primrose
Title: Authorized Signatory
CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Julie A. Keogh
------------------------------
Name: Julie A. Keogh
Title: Authorized Signatory
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
------------------------------
5
J.P. MORGAN SECURITIES INC.
By: /s/ Maria Sramek
------------------------------
Name: Maria Sramek
Title: Vice President
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Michael Fusco
------------------------------
Name: Michael Fusco
Title: Executive Director
SALOMON SMITH BARNEY INC.
By: /s/ Martha D. Bailey
------------------------------
Name: Martha D. Bailey
Title: Senior Vice President