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 AH0 $200,000,000
CERTIFICATE NO. 1
TOYOTA MOTOR CREDIT CORPORATION
5.50% NOTES DUE 2008
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 December 15, 2008, and to pay interest thereon from
December 14, 1998 or from the most recent date on which interest has been
paid or duly provided for, semi-annually on June 15 and December 15 (each, an
"Interest Payment Date") in each year commencing June 15, 1999, and at
maturity at the rate of 5.50% 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 June 1 or the December 1 (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 5.50% Notes due 2008 (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: December 14, 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
TOYOTA MOTOR CREDIT CORPORATION
5.50% NOTES DUE 2008
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. 892332 AH0 $100,000,000
CERTIFICATE NO. 2
TOYOTA MOTOR CREDIT CORPORATION
5.50% NOTES DUE 2008
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 ONE HUNDRED
MILLION DOLLARS on December 15, 2008, and to pay interest thereon from
December 14, 1998 or from the most recent date on which interest has been
paid or duly provided for, semi-annually on June 15 and December 15 (each, an
"Interest Payment Date") in each year commencing June 15, 1999, and at
maturity at the rate of 5.50% 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 June 1 or the December 1 (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 5.50% Notes due 2008 (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: December 14, 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
TOYOTA MOTOR CREDIT CORPORATION
5.50% NOTES DUE 2008
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