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. 892 332 AF4 $200,000,000
CERTIFICATE NO. 1
TOYOTA MOTOR CREDIT CORPORATION
5 1/2% NOTES DUE SEPTEMBER 17, 2001
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 TWO HUNDRED
MILLION DOLLARS on September 17, 2001, and to pay interest thereon from
September 16, 1998 or from the most recent date on which interest has been
paid or duly provided for, semi-annually on September 17 and March 17 (each,
an "Interest Payment Date") in each year commencing March 17, 1999, and at
maturity at the rate of 5 1/2% 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 a 360-day year of
twelve 30-day months.
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 March 2 or the September 2 (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 at the
Office or Agency of the Company maintained by the Company for such purpose, in
such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts; 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 5 1/2% Notes due September 17, 2001 (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.
2
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: September __, 1998 TOYOTA MOTOR CREDIT CORPORATION
[SEAL] By:
-----------------------------------------
George E. Borst
Senior Vice President and General Manager
Attest:
By:
-----------------------------------
Robert Pitts
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
[FORM OF REVERSE]
TOYOTA MOTOR CREDIT CORPORATION
5 1/2% NOTES DUE SEPTEMBER 17, 2001
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.
This Note will not be subject to redemption before maturity by a sinking
fund or otherwise.
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.
4
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 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 $1,000 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.
5
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.
6
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.
7
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. 892 332 AF4 $200,000,000
CERTIFICATE NO. 2
TOYOTA MOTOR CREDIT CORPORATION
5 1/2% NOTES DUE SEPTEMBER 17, 2001
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 TWO HUNDRED
MILLION DOLLARS on September 17, 2001, and to pay interest thereon from
September 16, 1998 or from the most recent date on which interest has been
paid or duly provided for, semi-annually on September 17 and March 17 (each,
an "Interest Payment Date") in each year commencing March 17, 1999, and at
maturity at the rate of 5 1/2% 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 a 360-day year of
twelve 30-day months.
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 March 2 or the September 2 (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.
1
Payment of the principal of and interest on this Note will be made at the
Office or Agency of the Company maintained by the Company for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; 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 5 1/2% Notes due September 17, 2001 (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.
2
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: September __, 1998 TOYOTA MOTOR CREDIT CORPORATION
[SEAL] By:
-----------------------------------------
George E. Borst
Senior Vice President and General Manager
Attest:
By:
-----------------------------------
Robert Pitts
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
[FORM OF REVERSE]
TOYOTA MOTOR CREDIT CORPORATION
5 1/2% NOTES DUE SEPTEMBER 17, 2001
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.
This Note will not be subject to redemption before maturity by a sinking
fund or otherwise.
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.
4
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 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 $1,000 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.
5
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.
6
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.
7