Exhibit 10.1 


 


REVOLVING
CREDIT AGREEMENT


 


This
REVOLVING CREDIT AGREEMENT, dated as of April 1, 2021, between TOYOTA MOTOR CREDIT CORPORATION, a corporation under the laws of
California, as borrower (the “Borrower”), and TOYOTA MOTOR SALES, U.S.A., INC., as lender (the “Lender”),
sets forth the binding agreement of the parties.


 


ARTICLE
I

DEFINITIONS


 


SECTION
1.01Defined Terms. As used in this Agreement, the following terms have the following
meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):


 


“Agreement”
means this Revolving Credit Agreement, as it may be amended, extended, replaced, renewed, supplemented or modified from time to
time.


 


“Applicable
Rate” means, for any Interest Period, the Fixed Rate applicable to such Interest Period on the first day of such Interest
Period.


 


“Bankruptcy
Law” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws
of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Borrowing
Date” means each Business Day on which a Loan is advanced.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which banks and foreign exchange markets in New York, New
York or Tokyo, Japan are authorized or obligated by Law to close.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor statute.


 


“Commitment”
means the obligation of the Lender to make a Loan or Loans hereunder not exceeding the Commitment Amount.


 


“Commitment
Amount” means Five Billion Dollars ($5,000,000,000) in aggregate principal amount.


 


“Commitment
Period” means the period from the date hereof until the Commitment Termination Date.


 


“Commitment
Termination Date” means April 1, 2024 (or such earlier date on which the Commitment terminates pursuant to the terms hereof).


 




    	 



    	 



    


“Consolidated
Subsidiary” means, with respect to any Person except for natural persons, at any date the accounts of which would be consolidated
with those of such Person in its consolidated financial statements if such statements were prepared as of such date.


 


“Default”
means any of the events specified in Section 5.01, whether or not any requirement for the giving of notice, the lapse of time,
or both, or any other condition, has been satisfied.


 


“Dollars,”
“U.S. Dollars,” “U.S.$,” and “$” means the lawful currency of the United States of America
at any relevant time hereunder.


 


“Event
of Default” means any of the events specified in Section 5.01.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to the Lender, or required to be withheld or deducted
from a payment to, the Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of the Lender being organized under the Laws of, or having its principal
office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof)
or (ii) that are Other Connection Taxes, (b) Taxes attributable to the failure of the Lender (or its successors or assigns) to
comply with Section 6.07(e), and (c) any withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof,
any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements with respect thereto and
any other Law enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any
other jurisdiction, which (in either case) facilitates the implementation of the foregoing.


 


“Fixed
Rate” means, with respect to any Loan for the selected Interest Period, the fixed rate of interest per annum agreed to by
the parties as set forth on the applicable Irrevocable Loan Notice; provided, however, that, such agreed rate shall be in the
range of AFR applicable rates for the month in which the first day of such Interest Period occurs as published by the United States
Internal Revenue Service in accordance with Section 1274(d) of the Code (or any comparable successor rate or Section as mutually
reasonably determined by the Borrower and the Lender).


 


“Governmental
Authority” means any nation or government, any state, provincial or other political subdivision thereof, any agency, authority,
instrumentality, regulatory body, central bank or other entity exercising executive, legislative, taxing, regulatory or administrative
powers or functions of or pertaining to government.


 


“Indemnified
Taxes” means Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation
of the Borrower under this Agreement.


 


“Interest
Payment Date” means the last day of each Interest Period applicable to such Loan.


 




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“Interest
Period” means, with respect to each Loan, the period commencing on the Borrowing Date for such Loan and extending for any
period of time as selected by the Borrower; provided, however, that no Interest Period shall end after the Maturity Date.


 


“Irrevocable
Loan Notice” means, a notice of Loan pursuant to Section 2.02, which, when confirmed in writing, shall be substantially
in the form of Exhibit A.


 


“Law”
means, collectively, all federal, state and local statutes, executive orders, treaties, rules, guidelines, regulations, ordinances,
codes and administrative authorities, including the interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all applicable administrative orders of any Governmental Authority.


 


“Loan”
shall have the meaning assigned to such term in Section 2.01.


 


“Maturity
Date” means the Commitment Termination Date.


 


“Other
Connection Taxes” means, with respect to the Lender, Taxes imposed as a result of a present or former connection between
the Lender and the jurisdiction imposing such Tax (other than connections arising from the Lender having executed, delivered,
become a party to, performed its obligations under, received payments under, or enforced this Agreement).


 


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, or otherwise with respect
to, this Agreement, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment of rights under
this Agreement pursuant to Section 6.01.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Principal
Officer” means any of the chief executive officer, president, chief financial officer, vice president responsible for treasury,
treasurer and assistant treasurer.


 


“Regulation
U” means Regulation U of the Federal Reserve Board, as in effect from time to time.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto.


 


SECTION
1.02References to Agreements and Laws. Unless otherwise expressly provided herein,
(a) references to organizational documents, agreements (including this Agreement) and other contractual instruments shall be deemed
to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto and (b) references
to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting
such Law.


 




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ARTICLE
II

AMOUNT AND TERMS OF REVOLVING LOANS


 


SECTION
2.01Revolving Line of Credit. Subject to the terms and conditions hereof, the
Lender absolutely agrees and commits to make one or more revolving loans (each, a “Loan” and collectively the “Loans”)
available to the Borrower during the Commitment Period in an aggregate amount not to exceed the Commitment Amount. All Loans made
hereunder may be repaid and reborrowed, at any time and from time to time until the Commitment Termination Date.


 


SECTION
2.02Notice and Manner of Borrowing. For each Loan to be made hereunder, the Borrower
shall deliver an Irrevocable Loan Notice to the Lender, which may be given by telephone, not later than 12:00 Noon, Plano, Texas
time, one Business Day prior to the requested Borrowing Date. Each Irrevocable Loan Notice shall specify the principal amount
of the Loan, the duration of the Interest Period to be applicable to such Loan, the proposed Borrowing Date for such Loan and
the Applicable Rate of such Loan. Each telephonic Irrevocable Loan Notice pursuant to this section must be confirmed promptly
by delivery to the Lender of a written Irrevocable Loan Notice, appropriately completed and signed by a Principal Officer or any
other officer or representative of the Borrower authorized by the board of directors of the Borrower. The Lender will make each
Loan available to the Borrower on the respective Borrowing Date, in Dollars, in immediately available funds, by wire transfer
to an account designated by the Borrower.


 


SECTION
2.03Interest.


 


(a)       The
Borrower shall pay interest on the aggregate unpaid principal amount of each Loan from and including the applicable Borrowing
Date to but excluding the date the Loan is paid in full (whether at stated maturity, by acceleration or otherwise), at a rate
per annum equal to the Applicable Rate, payable on each Interest Payment Date and, if different, on the date each Loan
is paid or prepaid with respect to the amount so paid or prepaid. Interest shall accrue from and including the first day of an
Interest Period to but excluding the last day of such Interest Period.


 


(b)       All
computations of interest for Loans shall be made by the Lender and the Borrower on the basis of a year of 360 days for the actual
number of days (including the first day but excluding the last day) occurring in the period for which such amount is payable and
rounded to the nearest two decimal places.


 


SECTION
2.04Evidence of Debt. The Loans shall be evidenced by one or more accounts or
records maintained by the Lender in the ordinary course of business. The accounts or records maintained by the Lender shall be
conclusive evidence, absent manifest error, of the amount of the Loans and the interest and payments thereon. Any failure to so
record or any error in doing so shall not, however, limit, increase or otherwise affect the obligation of the Borrower under this
Agreement to pay any amount owing with respect to the obligations of the Borrower thereunder. Upon the request of the Lender,
the Borrower shall execute and deliver to the Lender a promissory note, which shall evidence the Loans in addition to such accounts
or records. The Lender may attach schedules to its promissory note and endorse thereon the date, amount, maturity and payments
of its Loans.


 




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SECTION
2.05Payment; Method of Payment.


 


(a)       The
Borrower shall make payments of the Loans as follows:


 


(i)       The
entire outstanding principal amount of each Loan on the last day of the Interest Period applicable to such Loan;


 


(ii)       the
entire outstanding principal amount of the Loans on the Maturity Date or such earlier date as the Loans become due and payable
pursuant to Section 5.02;


 


(iii)       interest
as provided in Section 2.03(a); and


 


(iv)       any
other obligation under this Agreement as it comes due, but in no case later than the Maturity Date (except as to obligations that,
by their express terms, survive repayment of the Loans and termination of the Commitment).


 


(b)       The
Borrower shall make each payment under this Agreement without set-off, defense, recoupment or counterclaim and (subject to Section
6.07) without deduction or withholding, in U.S. Dollars, not later than 3:00 p.m., Plano, Texas time, on the date when due to
the Lender, in immediately available funds by wire transfer to the account specified below:


 


Toyota Motor Sales, U.S.A.,
Inc.


[**]


 


 


 


 


 


 


 


SECTION
2.06Prepayment; Reduction of Commitment. The Borrower shall have the right at
any time and from time to time to prepay the Loans in whole or in part, without premium or penalty. The Borrower shall notify
the Lender by telephone (confirmed by telecopy) of any voluntary prepayment hereunder not later than 12:00 Noon, Plano, Texas
time, on the date of prepayment of a Loan. Each prepayment of the Loans shall be accompanied by accrued interest to the extent
required by Section 2.03. The Borrower may permanently reduce the amount of the undrawn Commitment, and if no Loans are then outstanding,
may terminate the Commitment in full; provided that the Borrower shall give written notice of such reduction or termination
to the Lender not later than 12:00 Noon, Plano, Texas time, on the Business Day immediately prior to the date of such reduction
or termination. Upon receipt by the Lender of a notice of reduction or termination of Commitment pursuant to this section, such
notice shall be irrevocable.


 


SECTION
2.07Mandatory Prepayment. The Borrower shall be obligated to prepay the Loans
in whole, together with all accrued and unpaid interest and any other amounts owing in connection with the Loans, upon any merger
or consolidation resulting in the Borrower ceasing to be a Consolidated Subsidiary of Toyota Motor Corporation, or the Borrower
instituting a dissolution, liquidation or similar proceeding under the Laws of any jurisdiction, ceasing its operations, or selling,
transferring or otherwise disposing of its main business, assets, rights or franchises without the prior consent of the Lender.


 




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SECTION
2.08Payments on Non-Business Days. If any payment to be made by the Borrower shall
come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.


 


ARTICLE
III

REPRESENTATIONS AND WARRANTIES


 


As
of the date hereof, the Borrower hereby represents and warrants to the Lender as follows:


 


SECTION
3.01Corporate Existence. The Borrower is duly organized, validly existing and
in good standing under the Laws of its jurisdiction of organization.


 


SECTION
3.02Authorization; No Contravention. The execution, delivery and performance by
the Borrower of this Agreement are within the Borrower’s organizational powers, have been duly authorized by all necessary
organizational action, require no action by or in respect of, or filing with, any Governmental Authority except such as have been
obtained and do not contravene, or constitute a default under, any provision of the articles of incorporation or bylaws of the
Borrower.


 


SECTION
3.03Binding Effect. This Agreement constitutes a valid and binding agreement of
the Borrower enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.


 


ARTICLE
IV

AFFIRMATIVE COVENANTS


 


So
long as the Lender’s obligations with respect to the Commitment
or any obligation or indebtedness to the Lender remains outstanding hereunder, the Borrower covenants and agrees, unless
the Lender waives compliance in writing:


 


SECTION
4.01Information. The Borrower will deliver to the Lender, within ten Business
Days after any Principal Officer of the Borrower obtains knowledge of any Default, if such Default is then continuing, a certificate
of a responsible officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes
to take with respect thereto.


 


SECTION
4.02 Maintenance of Existence. The Borrower will preserve, renew and keep in full
force and effect its corporate existence; provided that nothing in this section shall prohibit any merger or consolidation
involving the Borrower.


 


SECTION
4.03Use of Proceeds. The proceeds of any Loan made under this Agreement will be
used by the Borrower for its general corporate purposes. None of such proceeds will be used, directly or indirectly for the purpose,
whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the meaning of Regulation
U.


 




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ARTICLE
V

EVENTS OF DEFAULT; REMEDIES


 


SECTION
5.01Events of Default. The occurrence of any of the following events shall constitute
an Event of Default with respect to the Borrower:


 


(a)       Non-Payment.
The Borrower shall fail to pay (i) when due any principal of the Loans or (ii) within five Business Days of the due date thereof
any interest on the Loans, any fees or any other amount payable by it hereunder. Acceptance of partial payment by the Lender shall
not constitute a waiver of the Borrower’s failure to make payment in full.


 


(b)       Breach
of Other Provision. The Borrower shall fail to perform or violate any other material provision of this Agreement (and not
described in Section 5.01(a)) and such failure or violation shall continue unremedied for a period of 30 days from the date the
Lender gives notice to the Borrower with respect thereto.


 


(c)       Bankruptcy.
The Borrower shall commence or consent to the commencement of any proceeding under any Bankruptcy Law, or make an assignment
for the benefit of creditors; or apply for or consent to the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of the Borrower and
the appointment continues undischarged or unstayed for 90 calendar days; or any proceeding under any Bankruptcy Law relating to
the Borrower or to all or any material part of its property is instituted without the consent of the Borrower and continues undismissed
or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding.


 


SECTION
5.02Remedies. Upon the occurrence and during the continuation of any Event of
Default, the Lender may, after notice to the Borrower, (a) terminate the Commitment, whereupon the Commitment Termination Date
shall occur and the Lender’s obligations to make further loans hereunder shall end, and (b) declare the unpaid principal
amount of all outstanding Loans made to the Borrower, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder by the Borrower to be immediately due and payable without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrower; provided, however, that upon the occurrence of an actual or deemed
entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of the
Lender to make Loans to the Borrower shall automatically terminate, the unpaid principal amount of all outstanding Loans made
to the Borrower and all interest and other amounts as aforesaid shall automatically become due and payable.


 


ARTICLE
VI

MISCELLANEOUS


 


SECTION
6.01Successors and Assigns; Assignments. Agreement shall be binding upon and inure
to the benefit of the Borrower and the Lender and their respective successors and assigns permitted 


 




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hereby,
except that neither party may assign or transfer any of its rights hereunder without the prior written consent of the other party.


 


SECTION
6.02Entire Agreement. This Agreement integrates all the terms and conditions mentioned
herein or incidental hereto, and supersede all oral negotiations and prior writings with respect to the subject matter hereof.


 


SECTION
6.03Counterparts. This Agreement and any amendments, waivers, consents or supplements
may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one
and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement and any amendments, waivers,
consents or supplements by telecopier or in electronic (i.e., “pdf” or “tif”) format shall be effective
as of delivery of a manually executed counterpart of this Agreement or such amendment, waiver, consent or supplement.


 


SECTION
6.04Amendments, Etc. No amendment, modification, termination, or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower from this Agreement, shall in any event be effective
unless the same shall be in writing and signed by the Borrower and the Lender, and, with respect to any waiver or consent, such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.


 


SECTION
6.05Notices, Etc.


 


(a)       General.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including
by facsimile transmission), all such written notices shall be mailed, faxed or delivered to the applicable address, facsimile
number or (subject to subsection (b) below) electronic mail address, and all notices and other communications expressly permitted
hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


to the Borrower:


 


Toyota Motor Credit Corporation

[**]


 


to the Lender:


 


Toyota
Motor Sales, U.S.A., Inc.


[**]


 




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or, as to
each party, at such other address, facsimile number, electronic mail address or telephone number as shall be designated by such
party in a notice to the other party complying as to delivery with the terms of this section. Except as otherwise set forth herein,
all such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt
by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant
party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (subject to the provisions of subsection
(c) below), when delivered; provided, however, that notices and other communications to the Lender pursuant to Article II shall
not be effective until actually received by such Person. In no event shall a voicemail message be effective as a notice, communication
or confirmation hereunder.


 


(b)       Use
of Electronic Mail. The Lender or the Borrower may, in its discretion, agree to accept notices and other communications to
it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may
be limited to particular notices or communications. As of the date hereof, the Borrower approves the delivery of electronic communication
to it hereunder, provided that, (i) such electronic communication is addressed to any of the email addresses listed above and
(ii) receipt has been confirmed by reply electronic mail or by telephone. As of the date hereof, the Lender approves the delivery
of electronic communication to it hereunder, provided that, (i) such electronic communication is addressed to any of the e-mail
addresses listed above and (ii) receipt has been confirmed by reply electronic mail or by telephone.


 


SECTION
6.06No Waiver; Remedies. No failure on the part of the Lender to exercise, and
no delay in exercising, any right, power, or remedy under this Agreement shall operate as waiver thereof; nor shall any single
or partial exercise of any right under this Agreement preclude any other or further exercise thereof or exercise of any other
right. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by Law.


 


SECTION
6.07Taxes.


 


(a)       Defined
Terms. For the purposes of this section, the term “applicable Law” includes FATCA.


 


(b)       Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement shall be made
without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in
the good faith discretion of the Borrower) requires the deduction or withholding of any Tax from any such payment by the Borrower,
then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld
to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum
payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such
deductions and withholdings applicable to additional sums payable under this section) the Lender receives an amount equal to the
sum it would have received had no such deduction or withholding been made.


 




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(c)       Payment
of Other Taxes by the Borrower. The Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable Law.


 


(d)       Indemnification
by the Borrower. The Borrower shall indemnify the Lender, within 15 Business Days after demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this section)
payable or paid by the Lender or required to be withheld or deducted from a payment to the Lender and any reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority.


 


(e)       Status
of the Lender.


 


(i)       If
the Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement,
the Lender shall deliver to the Borrower, at any time or times reasonably requested by the Borrower, such properly completed and
executed forms and documentation prescribed by applicable Law or reasonably requested by the Borrower as will permit such payments
to be made without withholding or at a reduced rate of withholding.


 


(ii)       The
Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect,
it shall update such form or certification or promptly notify the Borrower in writing of its legal inability to do so.


 


(f)       Refunds.
If either party becomes aware that the Lender is entitled to claim a refund from a Governmental Authority in respect of, or remission
for, Taxes or Other Taxes as to which the Lender has received additional amounts under this section, such party shall promptly
notify the other party of the availability of such claim and, to the extent that the Lender determines in good faith that making
such claim will not have an adverse effect on its taxes or business operation, shall, within 60 days of receipt of a request by
the Borrower, make such claim. If the Lender determines, in its sole discretion exercised in good faith, that it has received
a refund of any Taxes as to which it has been indemnified pursuant to this section (including by the payment of additional amounts
pursuant to this section), it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments
made under this section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes)
of the Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).
The Borrower, upon the request of the Lender, shall repay to the Lender the amount paid over pursuant to this paragraph (f) (plus
any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that the Lender is required
to repay such refund to such Governmental Authority. Nothing in this paragraph (f) shall be construed to require the Lender to
make available its tax returns or any other financial or other information that it deems confidential to the Borrower or any other
Person.


 




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(g)       Each
party’s obligations under this section shall survive the termination of the Commitment and the repayment, discharge or satisfaction
of all obligations under this Agreement.


 


SECTION
6.08Governing Law; Consent to Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, the LAW OF THE STATE OF TEXAS WITHOUT REGARD
TO ITS CHOICE OF LAW PRINCIPLES. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF
THE STATE OF TEXAS SITTING IN THE COUNTY OF DALLAS OR OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF SUCH STATE,
AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER AND THE LENDER HERETO CONSENTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER AND THE LENDER IRREVOCABLY WAIVES ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT
RELATED THERETO. EACH OF THE BORROWER AND THE LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND
DOCUMENTS THAT MAY BE SERVED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE MADE BY MAILING
(BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) OR DELIVERING A COPY OF SUCH PROCESS TO THE BORROWER AND TO THE LENDER, IN
EACH CASE, AT THE ADDRESS SPECIFIED IN SECTION 6.05. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


SECTION
6.09Severability of Provisions. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


SECTION
6.10Headings. Article and section headings in this Agreement are for the convenience
of reference only and shall not constitute a part of this Agreement for any other purpose.


 


SECTION
6.11Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES
ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED
OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED HERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY 


 




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OF
THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL
BY JURY.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.


 


	 	TOYOTA MOTOR CREDIT CORPORATION

         

         

        By:_/s/ Cindy Wang______________

        Name: Cindy Wang

        Title: Group Vice President
– Treasury




  



    Signature Page to Credit Agreement
 


    	 



    
	 	TOYOTA MOTOR SALES, U.S.A.,
        INC.

         

         

        By:/s/ Naoki Kojima______

        Name: Naoki Kojima

        Title: Treasurer




 






    Signature Page to Credit Agreement
 


    	 



    

exhibit
a


 


FORM OF
IRREVOCABLE LOAN NOTICE


 


Date: ___________,
_____


 


		To:	Toyota Motor Sales, U.S.A., Inc.



 


Ladies
and Gentlemen:


 


Reference
is made to that certain Revolving Credit Agreement, dated as of April 1, 2021 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein
as therein defined), among Toyota Motor Credit Corporation, as the Borrower, and Toyota Motor Sales, U.S.A., Inc., as the Lender.


 


The
undersigned hereby irrevocably requests a Loan to be advanced under the Agreement:


 


		1.	With a Borrowing Date
of                                  1.



 


		2.	In the principal amount
of US$                                  .



 


		3.	With an Interest Period
duration of                                  2.



 


		4.	With an Applicable Rate
of                                   3.



 


The
Loan requested herein complies with the first sentence of Section 2.01 of the Agreement.


 


	TOYOTA MOTOR CREDIT CORPORATION	 	TOYOTA MOTOR SALES, U.S.A., INC.
	 	 	 	 	 
	By: 	 	 	By: 	
	Name: 		 	Name: 	 
	Title: 	 	 	Title:  	



 


 


 











1        Telephonic
notice of the loan request must be delivered not later than 12:00 Noon, Plano, Texas time, one Business Day prior to the requested
Borrowing Date. A written confirmation of that notice in the form of this Exhibit A must be provided promptly thereafter.


2        The
Interest Period shall not end after the Maturity Date.


3        The
Applicable Rate shall be the fixed rate of interest per annum agreed to by the parties; provided, however, that,
such agreed rate shall be in the range of AFR applicable rates for the month in which the first day of such Interest Period occurs
as published by the United States Internal Revenue Service in accordance with Section 1274(d) of the Code (or any comparable successor
rate or Section as mutually reasonably determined by the Borrower and the Lender).