Exhibit 10.2


    EXECUTION
      COPY

     

    


     

    FIVE
      YEAR CREDIT AGREEMENT

     

    Dated
      as
      of March 29, 2006

    


    among

    


    TOYOTA
      MOTOR CREDIT CORPORATION

    and

    TOYOTA
      CREDIT DE PUERTO RICO CORP.,

    as
      the
      Borrowers,

    


    CITICORP
      USA, INC.,

    as
      Administrative Agent,

    


    and

    


    The
      Other
      Lenders Party Hereto

    ____________________________________________

    


    CITIGROUP
      GLOBAL MARKETS INC.

    and

    BANC
      OF AMERICA SECURITIES LLC,

    as
      Joint
      Lead Arrangers and Joint Book Managers

    _____________________________________________

    


    BANK
      OF AMERICA, N.A.,

    as
      Syndication Agent

    ______________________________________________

    


    THE
      BANK OF TOKYO-MITSUBISHI, LTD.,

    BNP
      PARIBAS

    and

    JPMORGAN
      CHASE BANK, N.A.,

    as
      Documentation Agents

    


    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    
      	
              TABLE
                OF CONTENTS

            	 
	 	
              Page

            
	 	 
	
              ARTICLE
                I DEFINITIONS

            	
              1

            
	
              Section  1.1
                Definitions

            	
              1

            
	
              Section  1.2
                Other
                Interpretive Provisions

            	
              14

            
	
              ARTICLE
                II THE CREDITS

            	
              15

            
	
              Section
                2.1 Committed
                Loans

            	
              15

            
	
              Section
                2.2 Borrowings,
                Conversions and Continuations of  Committed
                Loans

            	
              15

            
	
              Section 2.3
                Money
                Market Loans

            	
              17

            
	
              Section
                2.4 Prepayments

            	
              19

            
	
              Section 2.5
                Termination
                or Reduction of Commitments

            	
              20

            
	
              Section
                2.6 Repayment
                of Loans

            	
              20

            
	
              Section
                2.7 Interest

            	
              21

            
	
              Section
                2.8 Fees

            	
              21

            
	
              Section
                2.9 Computation
                of Interest and Fees

            	
              22

            
	
              Section
                2.10 Evidence
                of Debt

            	
              22

            
	
              Section
                2.11 Payments
                Generally

            	
              23

            
	
              Section
                2.12 Sharing
                of Payments

            	
              24

            
	
              Section
                2.13 Increase
                in Commitments

            	
              25

            
	
              ARTICLE
                III TAXES,
                YIELD PROTECTION AND ILLEGALITY

            	
              26

            
	
              Section
                3.1 Taxes

            	
              26

            
	
              Section
                3.2 Illegality

            	
              26

            
	
              Section
                3.3 Inability
                to Determine Rates

            	
              27

            
	
              Section
                3.4 Increased
                Cost and Reduced Return; Capital Adequacy;
                Reserves
                on 

              Eurodollar
                Rate Loans

            	
              27

            
	
              Section
                3.5 Funding
                Losses

            	
              28

            


    

     


    
      
         

         

        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                3.6 Matters
                Applicable to all Requests for Compensation

            	
              29

            
	
              ARTICLE
                IV CONDITIONS

            	
              30

            
	
              Section
                4.1 Effectiveness

            	
              30

            
	
              Section
                4.2 Conditions
                to all Loans

            	
              31

            
	
              ARTICLE
                V REPRESENTATIONS AND WARRANTIES

            	
              32

            
	
              Section  5.1
                Corporate
                Existence and Power

            	
              32

            
	
              Section  5.2
                Corporate
                and Governmental Authorization: No Contravention

            	
              32

            
	
              Section  5.3
                Binding
                Effect

            	
              32

            
	
              Section  5.4
                Financial
                Information

            	
              32

            
	
              Section  5.5
                Litigation

            	
              33

            
	
              Section  5.6
                Compliance
                with ERISA

            	
              33

            
	
              Section  5.7
                Taxes

            	
              33

            
	
              Section  5.8
                Subsidiaries

            	
              33

            
	
              Section  5.9
                Not
                an Investment Company

            	
              34

            
	
              Section  5.10
                Disclosure

            	
              34

            
	
              ARTICLE
                VI COVENANTS

            	
              34

            
	
              Section  6.1
                Information

            	
              34

            
	
              Section  6.2
                Maintenance
                of Property; Insurance

            	
              35

            
	
              Section  6.3
                Conduct
                of Business and Maintenance of Existence

            	
              36

            
	
              Section  6.4
                Compliance
                with Laws

            	
              36

            
	
              Section  6.5
                Negative
                Pledge

            	
              36

            
	
              Section  6.6
                Consolidations

            	
              38

            
	
              Section  6.7
                Use
                of Proceeds

            	
              39

            
	
              ARTICLE
                VII DEFAULTS

            	
              39

            
	
              Section  7.1
                Events
                of Default

            	
              39

            


    

     


    
      
         

         

        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


     

    
      	
              Section
                7.2 Application
                of Funds

            	
              40

            
	
              ARTICLE
                VIII THE ADMINISTRATIVE AGENT

            	
              41

            
	
              ARTICLE
                VIII THE ADMINISTRATIVE AGENT

            	
              41

            
	
              Section
                8.1 Appointment
                and Authorization of Administrative Agent

            	
              41

            
	
              Section
                8.2 Delegation
                of Duties

            	
              41

            
	
              Section
                8.3 Liability
                of Administrative Agent

            	
              42

            
	
              Section
                8.4 Reliance
                by Administrative Agent

            	
              42

            
	
              Section
                8.5 Notice
                of Default

            	
              42

            
	
              Section
                8.6 Credit
                Decision; Disclosure of Information by Administrative
                Agent

            	
              43

            
	
              Section
                8.7 Indemnification
                of Administrative Agent

            	
              43

            
	
              Section
                8.8 Administrative
                Agent in its Individual Capacity

            	
              44

            
	
              Section
                8.9 Successor
                Administrative Agent

            	
              44

            
	
              Section
                8.10 Administrative
                Agent May File Proofs of Claim

            	
              45

            
	
              Section
                8.11 Other
                Agents, Arrangers and Managers

            	
              45

            
	
              ARTICLE
                IX MISCELLANEOUS

            	
              46

            
	
              Section
                9.1 Amendments,
                Etc

            	
              46

            
	
              Section
                9.2 Notices
                and Other Communications; Facsimile Copies

            	
              47

            
	
              Section
                9.3 No
                Waiver; Cumulative Remedies

            	
              48

            
	
              Section
                9.4 Attorney
                Costs, Expenses and Taxes

            	
              48

            
	
              Section
                9.5 Indemnification
                by the Borrowers

            	
              48

            
	
              Section
                9.6 Payments
                Set Aside

            	
              49

            
	
              Section
                9.7 Successors
                and Assigns

            	
              50

            
	
              Section
                9.8 Confidentiality

            	
              52

            
	
              Section
                9.9 Set-off

            	
              53

            
	
              Section
                9.10 Interest
                Rate Limitation

            	
              53

            


    

    

      
        
           

           

          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

    
      	
              Section
                9.11 Counterparts

            	
              54

            
	
              Section
                9.12 Integration

            	
              54

            
	
              Section
                9.13
                Survival of Representations and Warranties

            	
              54

            
	
              Section
                9.14 Severability

            	
              54

            
	
              Section
                9.15 Tax
                Forms

            	
              54

            
	
              Section
                9.16 Replacement
                of Lenders

            	
              56

            
	
              Section
                9.17 Governing
                Law

            	
              57

            
	
              Section
                9.18 Patriot
                Act Notice

            	
              57

            
	
              Section
                9.19 Waiver
                of Right to Trial by Jury

            	
              58

            


    

    


     

    Schedules

    


    Schedule
      2.1  Commitments
      and Pro Rata Shares

    Schedule
      9.2  Administrative
      Agent’s Office, Certain Addresses for Notices

    


    


    Exhibits

    


    Exhibit
      A  Form
      of
      Committed Loan Notice

    Exhibit
      B  Form
      of
      Note

    Exhibit
      C  Form
      of
      Compliance Certificate

    Exhibit
      D  Assignment
      and Assumption

    Exhibit
      E  Form
      of
      Money Market Quote Request

    Exhibit
      F  Form
      of
      Invitation for Money Market Quotes

    Exhibit
      G  Form
      of
      Money Market Quote

    Exhibit
      H  Form
      of
      Opinion of Counsel for the Borrowers

    Exhibit
      I  Form
      of
      Opinion of Peitrantoni Mendez & Alvarez LLP

    Exhibit
      J  Form
      of
      Opinion of Shearman & Sterling LLP

    


    


    


    



    
      
        
           

           

        

        
        

      

      
        iv

        
          

        

      

      
        
        

        
        

      

    



    FIVE
      YEAR CREDIT AGREEMENT 

     

    THIS
      FIVE
      YEAR CREDIT AGREEMENT (this "Agreement") dated as of March 29, 2006, is made
      among TOYOTA MOTOR CREDIT CORPORATION, a California corporation ("TMCC"),
      TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws
      of
      the Commonwealth of Puerto Rico ("TCPR"
      and,
      together with TMCC, the "Borrowers"),
      each
      lender from time to time party hereto (collectively, the "Lenders"
      and,
      individually, a "Lender"),
      CITICORP USA, INC., as Administrative Agent, CITIGROUP GLOBAL MARKETS INC,
      and
      BANC OF AMERICA SECURITIES LLC, as Joint Lead Arrangers and Joint Book Managers,
      BANK OF AMERICA, N.A., as Syndication Agent, and THE BANK OF TOKYO-MITSUBISHI,
      LTD., BNP PARIBAS and JPMORGAN CHASE BANK, N.A., as Documentation
      Agents.

     

    WHEREAS,
      the Borrowers have requested that the Lenders provide a revolving credit
      facility, and the Lenders are willing to do so on the terms and conditions
      set
      forth herein.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto covenant and agree as follows:

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section  1.1
      Definitions.
      The
      following terms, as used herein, have the following meanings:

     

    "Absolute
      Rate Auction"
      means a
      solicitation of Money Market Quotes setting forth Money Market Absolute Rates
      pursuant to Section
      2.3.

     

    "Administrative
      Agent"
      means
      Citicorp USA, Inc. in its capacity as Administrative Agent for the Lenders
      hereunder, and its successors in such capacity.

     

    "Administrative
      Agent's
      Office"
      means
      the Administrative Agent's
      address
      and, as appropriate, account as set forth on Schedule
      9.2,
      or such
      other address or account as the Administrative Agent may from time to time
      notify to the Borrowers and the Lenders.

     

    "Administrative
      Questionnaire"
      means,
      with respect to each Lender, an administrative questionnaire in the form
      prepared by the Administrative Agent and submitted to the Administrative Agent
      (with a copy to the Borrowers) duly completed by such Lender.

     

    "Affiliate"
      means,
      with respect to any Person, another Person that directly, or indirectly through
      one or more intermediaries, Controls or is Controlled by or is under common
      Control with the Person specified. "Control"
      means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise. "Controlling"
      and
      "Controlled"
      have
      meanings correlative thereto. 

      
        
           

           

          
          

        

        
          1

          
            

          

        

        
          
          

        

      



    "Agent-Related
      Persons"
      means
      the Administrative Agent, together with its Affiliates (including, in the case
      of CUSA in its capacity as the Administrative Agent, Citigroup Global Markets
      Inc. as an Arranger), and the officers, directors, employees, agents and
      attorneys-in-fact of such Persons and Affiliates.

     

    "Aggregate
      Commitments"
      means
      (i) the Commitments of all the Lenders, (ii) when used in relation to TMCC,
      the
      Aggregate Tranche A Commitments and (iii) when used in relation to TCPR, the
      Aggregate Tranche B Commitments.

     

    "Aggregate
      Tranche A Commitments"
      means
      the Tranche A Commitments of all the Tranche A Lenders.

     

    "Aggregate
      Tranche B Commitments"
      means
      the Tranche B Commitments of all the Tranche B Lenders.

     

    "Agreement"
      means
      this Credit Agreement.

     

    "Applicable
      Rate"
      means,
      from time to time, the following percentages per annum, based upon the Debt
      Rating as set forth below:

     

    
      	
              Applicable
                Rate

               

            
	
              Pricing
                Level

               

            	
              Debt
                Ratings

               

              S&P/Moody's

               

            	
              Facility
                Fee

               

            	
              Eurodollar
                Rate +

               

            	
              Base
                Rate +

               

            
	
              1

            	
              ≥AA-
                or Aa3

            	
              0.040%

            	
              0.11%

            	
              0.00%

               

            
	
              2

            	
              Lower
                than Level 1 but at least A or A2

            	
              0.070%

            	
              0.18%

            	
              0.00%

               

            
	
              3

            	
              Lower
                than Level 2 or unrated

            	
              0.090%

            	
              0.21%

            	
              0.00%

               

            


    

    


     

    "Debt
      Rating"
      means,
      as of any date of determination, the rating as determined by either Rating
      Agency (collectively, the "Debt Ratings") of TMCC's long term unsecured debt;
      provided that if a Debt Rating is issued by each of the Rating Agencies, then
      the higher of such Debt Ratings shall apply (with the Debt Rating for Pricing
      Level 1 being the highest and the Debt Rating for Pricing Level 3 being the
      lowest), unless there is a split in Debt Ratings of more than one level, in
      which case the Pricing Level that is one level higher than the Pricing Level
      of
      the lower Debt Rating shall apply.

     

    Initially,
      the Applicable Rate shall be determined based upon the Debt Ratings specified
      in
      the certificate delivered pursuant to Section
      4.1(a)(vii).
      Thereafter, each change in the Applicable Rate resulting from a publicly
      announced change in the Debt Rating shall be effective, in the case of an
      upgrade, during the period commencing on the date of delivery by TMCC to the
      Administrative Agent of notice thereof pursuant to Section
      6.1(h)
      and
      ending on the date immediately preceding the effective date of the next change
      and, in the case of a downgrade,

      
        
           

           

          
          

        

        
          2

          
            

          

        

        
          
          

        

      



    during
      the period commencing on the date of the public announcement thereof and ending
      on the date immediately preceding the effective date of the next such
      change.

     

    "Arranger"
      means
      either of Citigroup Global Markets Inc. or Banc of America Securities LLC,
      in
      its capacity as a joint lead arranger and a joint book manager.

     

    "Assignment
      and Assumption"
      means
      an Assignment and Assumption substantially in the form of Exhibit
      D.

     

    "Attorney
      Costs"
      means
      and includes all reasonable fees, expenses and disbursements of any law firm
      or
      other external counsel and, without duplication, the reasonable allocated cost
      of internal legal services and all expenses and disbursements of internal
      counsel.

     

    "Audited
      Financial Statements"
      means
      (i) for TMCC, the audited consolidated balance sheet of TMCC and its
      Subsidiaries for the fiscal year ended March 31, 2005 (or such later date for
      which audited financial statements are delivered pursuant to this Agreement)
      and
      the related consolidated statements of income or operations, shareholders'
      equity and cash flows for such fiscal year of TMCC and its Subsidiaries,
      including the notes thereto and (ii) for TCPR, the audited balance sheet of
      TCPR
      for the fiscal year ended March 31, 2005 (or such later date for which audited
      financial statements are delivered pursuant to this Agreement) and the related
      statement of income or operations, shareholders' equity and cash flows for
      such
      fiscal year, including the notes thereto.

     

    "Base
      Rate"
      means
      for any day a fluctuating rate per annum equal to the higher of (a) the Federal
      Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day
      as
      publicly announced from time to time by Citibank as its "base rate." The "base
      rate" is a rate set by Citibank based upon various factors including Citibank's
      costs and desired return, general economic conditions and other factors, and
      is
      used as a reference point for pricing some loans, which may be priced at, above,
      or below such announced rate. Any change in such rate announced by Citibank
      shall take effect at the opening of business on the day specified in the public
      announcement of such change.

     

    "Base
      Rate Committed Loan"
      means a
      Committed Loan that is a Base Rate Loan.

     

    "Base
      Rate
      Loan"
      means a
      Loan that bears interest based on the Base Rate.

     

    "Benefit
      Arrangement"
      means
      at any time an employee benefit plan within the meaning of Section 3(3) of
      ERISA
      which is not a Plan or a Multiemployer Plan and which is maintained or otherwise
      contributed to by any member of the ERISA Group.

     

    "Borrower"
      means
      either of Toyota Motor Credit Corporation or Toyota Credit de Puerto Rico Corp.,
      as applicable.

     

    "Borrowing"
      means a
      Committed Borrowing or a Money Market Borrowing.

     

    "Business
      Day"
      means
      (i) any day other than a Saturday, Sunday or other day on which commercial
      banks
      are authorized to close under the Laws of, or are in fact closed in, any of
      the
      following: the state where the Administrative Agent's Office is located,
      California, New York,

     


    
      
         

         

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    and
      San
      Juan, Puerto Rico and (ii) if such day relates to any Eurodollar Rate Loan
      or
      Money Market LIBOR Loan, any such day on which dealings in Dollar deposits
      are
      conducted by and between banks in the London interbank eurodollar
      market. 

     

    "Citibank"
      means
      Citibank, N.A.

     

    "Closing
      Date"
      means
      the first date all the conditions precedent in Section
      4.1
      are
      satisfied or waived in accordance with Section
      4.1
      (or, in
      the case of Section
      4.1(b),
      waived
      by the Person entitled to receive the applicable payment).

     

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

     

    "Commitment"
      means,
      as to each Lender, its Tranche A Commitment or its Tranche B Commitment, as
      applicable.

     

    "Committed
      Borrowing"
      means a
      borrowing consisting of simultaneous Committed Loans of the same Type and
      Tranche and, in the case of Eurodollar Rate Loans, having the same Interest
      Period made by each of the appropriate Lenders pursuant to Section
      2.1.

     

    "Committed
      Loan"
      means a
      Committed Tranche A Loan or a Committed Tranche B Loan.

     

    "Committed
      Loan Notice"
      means a
      notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from
      one Type to the other and (c) a continuation of Eurodollar Rate Loans, pursuant
      to Section
      2.2(a),
      which,
      if in writing, shall be substantially in the form of Exhibit
      A.

     

    "Committed
      Tranche A Loan"
      means a
      loan made by a Tranche A Lender pursuant to Section
      2.1(a).

     

    "Committed
      Tranche B Loan"
      means a
      loan made by a Tranche B Lender pursuant to Section
      2.1(b).

     

    "Compliance
      Certificate"
      means a
      certificate substantially in the form of Exhibit
      C.

     

    "Consolidated
      Subsidiary"
      means,
      with respect to any Person, at any date any Subsidiary or other entity 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.

     

    "Control"
      has the
      meaning specified in the definition of "Affiliate."

     

    "CUSA"
      means
      Citicorp USA, Inc.

     

    "Debt
      Rating"
      has the
      meaning set forth in the definition of "Applicable Rate".

     

    "Debtor
      Relief 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

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    United
      States or other applicable jurisdictions from time to time in effect and
      affecting the rights of creditors generally.

     

    "Default"
      means
      any condition or event which constitutes an Event of Default or which with
      the
      giving of notice or lapse of time or both would, unless cured or waived, become
      an Event of Default.

     

    "Default
      Rate"
      means
      an interest rate equal to (a) the Base Rate plus
      (b) the
      Applicable Rate, if any, applicable to Base Rate Loans plus
      (c) 2%
      per annum; provided,
      however,
      that
      with respect to a Eurodollar Rate Loan or Money Market Loan, the Default Rate
      shall be an interest rate equal to the interest rate (including any Applicable
      Rate) otherwise applicable to such Loan plus 2% per annum, in each case to
      the
      fullest extent permitted by applicable Laws. 

     

    "Defaulting
      Lender"
      means
      any Lender that (a) has failed to fund any portion of the Committed Loans
      required to be funded by it hereunder within three Business Days of the date
      required to be funded by it hereunder, and such failure is continuing, or (b)
      has otherwise failed to pay over to the Administrative Agent or any other Lender
      any other amount required to be paid by it hereunder within three Business
      Days
      of the date when due, and such failure is continuing, unless the subject of
      a
      good faith dispute. 

     

    "Dollar"
      and
      "$"
      mean
      lawful money of the United States.

     

    "Eligible
      Assignee"
      has the
      meaning specified in Section
      9.7(g).

     

    "Environmental
      Laws"
      means
      any and all Laws relating to the environment, the effect of the environment
      on
      human health or to emissions, discharges or releases of pollutants,
      contaminants, hazardous substances or wastes into the environment including,
      without limitation, ambient air, surface water, ground water, or land, or
      otherwise relating to the manufacture, processing, distribution, use, treatment,
      storage, disposal, transport or handling of pollutants, contaminants, hazardous
      substances or wastes or the clean-up or other remediation thereof.

     

    "ERISA"
      means
      the Employee Retirement Income Security Act of 1974, as amended, or any
      successor statute.

     

    "ERISA
      Group"
      means
      any Borrower, any Subsidiary and all members of a controlled group of
      corporations and all trades or businesses (whether or not incorporated) under
      common control which, together with such Borrower, or any Subsidiary, are
      treated as a single employer under Section 414 of the Code.

     

    "Eurodollar
      Base Rate"
      has the
      meaning set forth in the definition of Eurodollar Rate.

     

    "Eurodollar
      Rate"
      means
      for any Interest Period with respect to any Eurodollar Rate Loan, a rate per
      annum determined by the Administrative Agent pursuant to the following
      formula:

     

    Eurodollar
      Rate =  Eurodollar
      Base Rate  

             
       1.00 minus Eurodollar Reserve Percentage

    Where,

     


    
      
         

         

        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    "Eurodollar
      Base Rate"
      means,
      for such Interest Period:

     

    (a) the
      rate
      per annum equal to the rate determined by the Administrative Agent to be the
      offered rate that appears on the page of the Telerate screen (or any successor
      thereto) that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of such
      Interest Period) with a term equivalent to such Interest Period, determined
      as
      of approximately 11:00 a.m. (London time) two Business Days prior to the first
      day of such Interest Period, or

     

    (b) if
      the
      rate referenced in the preceding clause (a) does not appear on such page or
      service or such page or service shall not be available, the rate per annum
      equal
      to the rate determined by the Administrative Agent to be the offered rate on
      such other page or other service that displays an average British Bankers
      Association Interest Settlement Rate for deposits in Dollars (for delivery
      on
      the first day of such Interest Period) with a term equivalent to such Interest
      Period, determined as of approximately 11:00 a.m. (London time) two Business
      Days prior to the first day of such Interest Period, or

     

    (c) if
      the
      rates referenced in the preceding clauses (a) and (b) are not available, the
      rate per annum determined by the Administrative Agent as the rate of interest
      at
      which deposits in Dollars for delivery on the first day of such Interest Period
      in same day funds in the approximate amount of the Eurodollar Rate Loan being
      made, continued or converted by the Administrative Agent and with a term
      equivalent to such Interest Period would be offered by the Administrative
      Agent's London Branch to major banks in the London interbank eurodollar market
      at their request at approximately 4:00 p.m. (London time) two Business Days
      prior to the first day of such Interest Period.

     

    "Eurodollar
      Rate Loan"
      means a
      Committed Loan that bears interest at a rate based on the Eurodollar
      Rate.

     

    "Eurodollar
      Reserve Percentage"
      means,
      for any date during any Interest Period, the reserve percentage (expressed
      as a
      decimal, carried out to five decimal places) in effect on such day, whether
      or
      not applicable to any Lender, under regulations issued from time to time by
      the
      FRB for determining the maximum reserve requirement (including any emergency,
      supplemental or other marginal reserve requirements) with respect to
      Eurocurrency funding (currently referred to as "Eurocurrency liabilities").
      The
      Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted
      automatically as of the effective date of any change in the Eurodollar Reserve
      Percentage.

     

    "Event
      of Default"
      has the
      meaning set forth in Section
      7.1.

     

    "Exempt
      Lender"
      means a
      Tranche B Lender that is any of the following: (i) a Corporate Lender organized
      under the Laws of Puerto Rico, (ii) a Corporate Lender organized under the
      Laws
      of a jurisdiction other than Puerto Rico that is engaged in the conduct of
      a
      trade or business in Puerto Rico, or (iii) a Lender organized under the Laws
      of
      a jurisdiction other than Puerto Rico that is not engaged in the conduct of
      a
      trade or business in Puerto Rico and that is not a "related person" to TCPR
      for
      purposes of Section 1231(a)(1)(A)(i) of the Puerto Rico Code by

     


    
      
         

         

        
        

      

      
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    reason
      of
      the fact that such Lender does not own, directly or indirectly in accordance
      with the attribution rules of Section 1231(a)(3) of the Puerto Rico Code, 50%
      or
      more of the value of the stock of TCPR. As used in this definition, "Corporate
      Lender" means a Lender that is taxable as a corporation under the Puerto Rico
      Code.

     

    "Federal
      Funds Rate" 
      means,
      for any day, the rate per annum equal to the weighted average of the rates
      on
      overnight Federal funds transactions with members of the Federal Reserve System
      arranged by Federal funds brokers on such day, as published by the Federal
      Reserve Bank on the Business Day next succeeding such day; provided
      that (a)
      if such day is not a Business Day, the Federal Funds Rate for such day shall
      be
      such rate on such transactions on the next preceding Business Day as so
      published on the next succeeding Business Day, and (b) if no such rate is so
      published on such next succeeding Business Day, the Federal Funds Rate for
      such
      day shall be the average rate (rounded upward, if necessary, to a whole multiple
      of 1/100 of 1%) charged to Citibank on such day on such transactions as
      determined by the Administrative Agent.

     

    "Fee
      Letter"
      means a
      letter, dated as of February 21, 2006 among TMCC, the Administrative Agent,
      Bank
      of America, N.A. and the Arrangers.

     

    "FRB"
      means
      the Board of Governors of the Federal Reserve System of the United
      States.

     

    "GAAP"
      means
      generally accepted accounting principles in the United States set forth in
      the
      opinions and pronouncements of the Accounting Principles Board and the American
      Institute of Certified Public Accountants and statements and pronouncements
      of
      the Financial Accounting Standards Board, consistently applied.

     

    "Governmental
      Authority"
      means
      any nation or government, any state 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
      Liabilities"
      has the
      meaning set forth in Section
      9.5.

     

    "Indemnitees"
      has the
      meaning set forth in Section
      9.5.

     

    "Interest
      Payment Date"
      means,
      (a) as to any Eurodollar Rate Loan or Money Market Loan, the last day of each
      Interest Period applicable to such Loan and the Revolving Maturity Date;
provided,
      however,
      that if
      any Interest Period for a Eurodollar Rate Loan or Money Market Loan exceeds
      three months, the respective dates that fall every three months after the
      beginning of such Interest Period shall also be Interest Payment Dates; and
      (b)
      as to any Base Rate Committed Loan, the last Business Day of each March,
      June, September and December, the Revolving Maturity
      Date.

     

    "Interest
      Period"
      means,
      (a) as to each Eurodollar Rate Loan, the period commencing on the date such
      Loan
      is disbursed or converted to or continued as a Eurodollar Rate Loan and ending
      on the date one, two, three or six months, and subject to clause (iii) of this
      definition, nine or twelve months, thereafter, as selected by the applicable
      Borrower in its Committed Loan

     


    
      
         

         

        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    Notice,
      (b) as to each Money Market LIBOR Loan, the period commencing on the date such
      Loan is disbursed and ending on the date that is such whole number of months
      thereafter as the applicable Borrower may elect in accordance with Section
      2.3,
      and (c)
      as to each Money Market Absolute Rate Loan, the period commencing on the date
      such Loan is disbursed and ending on the date that is such number of days
      thereafter as the applicable Borrower may elect in accordance with Section
      2.3;
      provided
      that:

     

    (i) any
      Interest Period that would otherwise end on a day that is not a Business Day
      shall be extended to the next succeeding Business Day unless such Business
      Day
      falls in another calendar month, in which case such Interest Period shall end
      on
      the next preceding Business Day;

     

    (ii) any
      Interest Period that begins on the last Business Day of a calendar month (or
      on
      a day for which there is no numerically corresponding day in the calendar month
      at the end of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; 

     

    (iii) in
      the
      case of any such Committed Borrowing, the applicable Borrower shall not be
      entitled to select an Interest Period having duration of nine or twelve months
      unless, by 2:00 P.M. (New York City time) on the third Business Day prior to
      the
      first day of such Interest Period, each Lender notifies the Administrative
      Agent
      that such Lender will be providing funding for such Committed Borrowing with
      such
      Interest
      Period (the failure of any Lender to so respond by such time being deemed for
      all purposes of this Agreement as an objection by such Lender to the requested
      duration of such Interest Period); provided
      that, if
      any or all of the Lenders object to the requested duration of such Interest
      Period, the duration of the Interest Period for such Committed Borrowing shall
      be one, two, three or six months, as specified by the applicable Borrower in
      the
      applicable Committed Loan Notice as the desired alternative to an Interest
      Period of nine or twelve months; and

     

    (iv) no
      Interest Period for a Eurodollar Rate Loan shall extend beyond the Revolving
      Maturity Date.

     

    "Invitation
      for Money Market Quotes"
      means
      an Invitation for Money Market Quotes substantially in the form of Exhibit
      F
      hereto.

     

    "IRS"
      means
      the United States Internal Revenue Service.

     

    "Laws"
      means,
      collectively, all federal, state and local statutes, 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.
      

     

    "Lender"
      has the
      meaning specified in the introductory paragraph hereto.

     


    
      
         

         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    "Lending
      Office"
      means,
      as to any Lender, the office or offices of such Lender described as such in
      such
      Lender's Administrative Questionnaire, or such other office or offices as a
      Lender may from time to time notify the applicable Borrower and the
      Administrative Agent.

     

    "LIBOR
      Auction"
      means a
      solicitation of Money Market Quotes setting forth Money Market Margins based
      on
      the Eurodollar Rate pursuant to Section
      2.3.

     

    "Loan"
      means
      an extension of credit by a Lender to a Borrower under Article
      II
      in the
      form of a Committed Loan or a Money Market Loan.

     

    "Loan
      Documents"
      means
      this Agreement, each Note, and the Fee Letter.

     

    "Material
      Plan"
      means
      at any time a Plan or Plans having aggregate Unfunded Liabilities in excess
      of
      $25,000,000. 

     

    "Money
      Market Absolute Rate"
      has the
      meaning set forth in Section
      2.3(d)(ii).

     

    "Money
      Market Absolute Rate Loan"
      means a
      loan to be made by a Lender pursuant to an Absolute Rate Auction.

     

    "Money
      Market Borrowing"
      means a
      borrowing consisting of simultaneous Money Market Loans of the same Type and,
      in
      the case of Money Market LIBOR Loans bearing interest calculated based on the
      Eurodollar Rate, having the same Interest Period made by a Lender pursuant
      to
Section
      2.3.

     

    "Money
      Market LIBOR Loan"
      means a
      loan to be made by a Lender pursuant to a LIBOR Auction (including such a loan
      bearing interest at the Base Rate pursuant to Section
      3.2).

     

    "Money
      Market Loan"
      means a
      Money Market LIBOR Loan or a Money Market Absolute Rate Loan.

     

    "Money
      Market Margin"
      has the
      meaning set forth in Section
      2.3(d)(ii).

     

    "Money
      Market Quote"
      means
      an offer, substantially in the form of Exhibit
      G
      hereto,
      by a Lender to make a Money Market Loan in accordance with Section
      2.3.

     

    "Money
      Market Quote Request"
      means a
      Money Market Quote Request substantially in the form of Exhibit
      E
      hereto.

     

    "Moody's"
      means
      Moody's Investors Service, Inc. and any successor thereto.

     

    "Multiemployer
      Plan"
      means
      at any time an employee pension benefit plan within the meaning of Section
      4001(a)(3) of ERISA to which any member of the ERISA Group is then making or
      accruing an obligation to make contributions or has within the preceding five
      plan years made contributions, including for these purposes any Person which
      ceased to be a member of the ERISA Group during such five year
      period.

     


    
      
         

         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    "Note"
      or
      "Notes"
      means a
      promissory note or promissory notes made by a Borrower in favor of a Lender
      evidencing Loans made by such Lender to such Borrower, substantially in the
      form
      of Exhibit
      B.

     

    "Obligations"
      means,
      with respect to any Borrower, all advances to, and debts, liabilities,
      obligations, covenants and duties of, such Borrower arising under any Loan
      Document or otherwise with respect to any Loan made to such Borrower, whether
      direct or indirect (including those acquired by assumption), absolute or
      contingent, due or to become due, now existing or hereafter arising and
      including interest and fees that accrue after the commencement by or against
      such Borrower of any proceeding under any Debtor Relief Laws naming such
      Borrower as the debtor in such proceeding, regardless of whether such interest
      and fees are allowed claims in such proceeding.

     

    "Organization
      Documents"
      means,
      (a) with respect to any corporation, the certificate or articles of
      incorporation and the bylaws (or equivalent or comparable constitutive documents
      with respect to any jurisdiction other than the United States or Puerto Rico);
      (b) with respect to any limited liability company, the certificate or articles
      of formation or organization and operating agreement; and (c) with respect
      to
      any partnership, joint venture, trust or other form of business entity, the
      partnership, joint venture or other applicable agreement of formation or
      organization and any agreement, instrument, filing or notice with respect
      thereto filed in connection with its formation or organization with the
      applicable Governmental Authority in the jurisdiction of its formation or
      organization and, if applicable, any certificate or articles of formation or
      organization of such entity.

     

    "Other
      Taxes"
      means
      any and all present or future stamp or documentary taxes and any other excise
      or
      property taxes or charges or similar levies which arise from any payment made
      under any Loan Document or from the execution, delivery, performance,
      enforcement or registration of, or otherwise with respect to, any Loan Document,
      excluding
      taxes,
      charges and levies payable in respect of any Money Market Loan for any reason
      except a Regulatory Change occurring after the date that the Money Market Quote
      for such Money Market Loan was delivered.

     

    "Outstanding
      Amount"
      means,
      with respect to Committed Loans and Money Market Loans on any date, the
      aggregate outstanding principal amount thereof after giving effect to any
      borrowing and prepayments or repayments of Committed Loans and Money Market
      Loans, as the case may be, occurring on such date.

     

    "Parent"
      means,
      with respect to any Lender, any Person controlling such Lender.

     

    "Participant"
      has the
      meaning set forth in Section
      9.7(d).

     

    "PBGC"
      means
      the Pension Benefit Guaranty Corporation or any entity succeeding to any or
      all
      of its functions under ERISA.

     

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

     


    
      
         

         

        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    "Plan"
      means
      at any time an employee pension benefit plan (other than a Multiemployer Plan)
      which is covered by Title IV of ERISA or subject to the minimum funding
      standards under Section 412 of the Internal Revenue Code and either (i) is
      maintained, or contributed to, by any member of the ERISA Group for employees
      of
      any member of the ERISA Group or (ii) has at any time within the preceding
      five
      years been maintained, or contributed to, by any Person which was at such time
      a
      member of the ERISA Group for employees of any Person which was at such time
      a
      member of the ERISA Group.

     

    "Pro
      Rata Share"
      means
      (a) with respect to each Tranche A Lender at any time, a fraction (expressed
      as
      a percentage, carried out to the ninth decimal place), the numerator of which
      is
      the amount of the Tranche A Commitment of such Lender at such time and the
      denominator of which is the amount of the Aggregate Tranche A Commitments at
      such time; provided
      that if
      the commitment of each Lender to make Loans has been terminated pursuant to
      Section
      7.1,
      then
      the Pro Rata Share of each Tranche A Lender shall be determined based on the
      Pro
      Rata Share of such Lender immediately prior to such termination and after giving
      effect to any subsequent assignments made pursuant to the terms hereof and
      (b)
      with respect to each Tranche B Lender at any time, a fraction (expressed as
      a
      percentage, carried out to the ninth decimal place), the numerator of which
      is
      the amount of the Tranche B Commitment of such Lender at such time and the
      denominator of which is the amount of the Aggregate Tranche B Commitments at
      such time; provided
      that if
      the commitment of each Lender to make Loans has been terminated pursuant to
      Section
      7.1,
      then
      the Pro Rata Share of each Tranche B Lender shall be determined based on the
      Pro
      Rata Share of such Lender immediately prior to such termination and after giving
      effect to any subsequent assignments made pursuant to the terms hereof. The
      initial Pro Rata Share of each Lender is set forth opposite the name of such
      Lender on Schedule
      2.1
      or in
      the Assignment and Assumption pursuant to which such Lender becomes a party
      hereto, as applicable. 

     

    "Puerto
      Rico"
      means
      the Commonwealth of Puerto Rico.

     

    "Puerto
      Rico Code"
      means
      the Puerto Rico Internal Revenue Code of 1994, as amended and any successor
      statute.

     

    "Rating
      Agency"
      means
      S&P or Moody's.

     

    "Register"
      has the
      meaning set forth in Section
      9.7(c).

     

    "Regulatory
      Change"
      shall
      mean, with respect to any Lender, the introduction of or any change in or in
      the
      interpretation of any Law, or such Lender's compliance therewith.

     

    "Request
      for Loans"
      means
      (a) with respect to a Borrowing, conversion or continuation of Committed Loans,
      a Committed Loan Notice and (b) with respect to a Money Market Borrowing, a
      Notice of Money Market Borrowing (as defined in Section
      2.3(f)).

     

    "Required
      Lenders"
      means,
      (a) with respect to matters related to TMCC as of any date of determination,
      Lenders having more than 50% of the Aggregate Tranche A Commitments or, if
      the
      commitment of each Tranche A Lender to make Loans has been terminated pursuant
      to Section
      7.1,
      Tranche
      A Lenders holding in the aggregate more than 50% of the Total Outstandings
      applicable to TMCC; provided
      that the
      Commitment of, and the portion of the

     


    
      
         

         

        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Total
      Outstandings applicable to TMCC held or deemed held by, any Defaulting Lender
      shall be excluded for purposes of making a determination of Required Lenders,
      (b) with respect to matters related to TCPR as of any date of determination,
      Lenders having more than 50% of the Aggregate Tranche B Commitments or, if
      the
      commitment of each Tranche B Lender to make Loans has been terminated pursuant
      to Section
      7.1,
      Tranche
      B Lenders holding in the aggregate more than 50% of the Total Outstandings
      applicable to TCPR; provided
      that the
      Commitment of, and the portion of the Total Outstandings applicable to TCPR
      held
      or deemed held by, any Defaulting Lender shall be excluded for purposes of
      making a determination of Required Lenders and (c) in all other cases, each
      of
      the Required Tranche Lenders determined under clauses (a) and (b) of this
      definition.

     

    "Regulation
      U"
      means
      Regulation U of the FRB, as in effect from time to time.

     

    "Responsible
      Officer"
      means
      the chief executive officer, president, chief financial officer, treasurer
      or
      assistant treasurer of the applicable Borrower as set forth in a written notice
      from such Borrower to the Administrative Agent. The Administrative Agent may
      conclusively rely on each such notice unless and until a subsequent writing
      shall be delivered by a Borrower to the Administrative Agent that identifies
      the
      prior writing that is to be superseded and stating that it is to be so
      superseded. Any document delivered hereunder that is signed by a Responsible
      Officer of a Borrower shall be conclusively presumed to have been authorized
      by
      all necessary corporate action on the part of such Borrower.

     

    "Revolving
      Maturity Date"
      means
      March 29, 2011.

     

    "S&P"
      means
      Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
      Inc. and any successor thereto.

     

    "SEC"
      means
      the Securities and Exchange Commission, or any Governmental Authority succeeding
      to any of its principal functions.

     

    "Significant
      Subsidiary"
      means
      any Subsidiary which would meet the definition of "Significant Subsidiary"
      contained in Regulation S-X (or similar successor provision) of the Securities
      and Exchange Commission.

     

    "Subsidiary"
      means,
      as to any Person, any corporation or other entity of which securities or other
      ownership interests having ordinary voting power to elect a majority of the
      board of directors or other persons performing similar functions are at the
      time
      directly or indirectly owned by such Person; unless otherwise specified,
      "Subsidiary" means a Subsidiary of a Borrower. 

     

    "Taxes"
      means,
      with respect to any payment by a Borrower under this Agreement or any other
      Loan
      Document, any and all present or future taxes, duties, levies, imposts,
      deductions, assessments, fees, withholdings or similar charges, and all
      liabilities with respect thereto, excluding,
      (i) in
      the case of the Administrative Agent and each Lender, taxes imposed on or
      measured by its overall net income, and franchise and similar taxes imposed
      on
      it, by the jurisdiction (or any political subdivision thereof) under the Laws
      of
      which the Administrative Agent or such Lender, as the case may be, is organized
      or where the Administrative Agent's Office or a Lender's Lending Office is
      located and (ii) any United States or Puerto Rico

     


    
      
         

         

        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    withholding
      tax imposed on payments by such Borrower under this Agreement or any other
      Loan
      Document to a Lender that is subject to such withholding tax (x) with respect
      to
      payments on a Money Market Loan, on the date that such Lender delivers a Money
      Market Quote for such Money Market Loan and (y) with respect to all other
      payments, on the date such Lender becomes a party to this
      Agreement.

     

    "TMC
      Consolidated Subsidiary"
      means,
      at any date, a Subsidiary or other entity the accounts of which would be
      consolidated with those of Toyota Motor Corporation in its consolidated
      financial statements if such statements were prepared as of such
      date.

     

    "Total
      Outstandings"
      means
      (i) the aggregate Outstanding Amount of all Loans, (ii) when used in relation
      to
      TMCC, the Outstanding Amount of all Loans made to TMCC and (iii) when used
      in
      relation to TCPR, the Outstanding Amount of all Loans made to TCPR.

     

    "Tranche
      A Availability Period"
      means
      the period from and including the Closing Date to the earliest of (a) the
      Revolving Maturity Date, (b) the date of termination of the Aggregate Tranche
      A
      Commitments pursuant to Section
      2.5,
      and (c)
      the date of termination of the commitment of each Tranche A Lender to make
      Loans
      pursuant to
      Section 7.1.

     

    "Tranche
      A Commitment"
      means,
      as to each Lender, its obligation to make Committed Loans to TMCC pursuant
      to
Section
      2.1(a)
      in an
      aggregate principal amount at any one time outstanding not to exceed the amount
      set forth opposite such Lender's name on Schedule
      2.1
      or in
      the Assignment and Assumption pursuant to which such Lender becomes a party
      hereto, as applicable, as such amount may be adjusted from time to time in
      accordance with this Agreement.

     

    "Tranche
      A Lender"
      means
      each Lender that has a Tranche A Commitment on Schedule 2.1 or any Lender to
      which a portion of the Tranche A Commitment hereunder has been assigned pursuant
      to an Assignment and Assumption.

     

    "Tranche
      A Loan"
      means
      an extension of credit by a Lender to TMCC under Article
      II
      in the
      form of a Committed Loan or a Money Market Loan.

     

    "Tranche
      B Availability Period"
      means
      the period from and including the Closing Date to the earliest of (a) the
      Revolving Maturity Date, (b) the date of termination of the Aggregate Tranche
      B
      Commitments pursuant to Section
      2.5,
      and (c)
      the date of termination of the commitment of each Tranche B Lender to make
      Loans
      pursuant to
      Section 7.1.

     

    "Tranche
      B Commitment"
      means,
      as to each Lender, its obligation to make Committed Loans to TCPR pursuant
      to
Section
      2.1(b)
      in an
      aggregate principal amount at any one time outstanding not to exceed the amount
      set forth opposite such Lender's name on Schedule
      2.1
      or in
      the Assignment and Assumption pursuant to which such Lender becomes a party
      hereto, as applicable, as such amount may be adjusted from time to time in
      accordance with this Agreement.

     

    "Tranche
      B Lender"
      means
      each Lender that has a Tranche B Commitment on Schedule 2.1 or any Lender to
      which a portion of the Tranche B Commitment hereunder has been assigned pursuant
      to an Assignment and Assumption.

     


    
      
         

         

        
        

      

      
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    "Tranche
      B Loan"
      means
      an extension of credit by a Lender to TCPR under Article
      II
      in the
      form of a Committed Loan or a Money Market Loan.

     

    "Type"
      means,
      with respect to a Loan, its character as a Base Rate Loan, a Eurodollar Rate
      Loan, a Money Market LIBOR Loan or a Money Market Absolute Rate
      Loan.

     

    "Unfunded
      Liabilities"
      means,
      with respect to any Plan at any time, the amount (if any) by which (i) the
      value
      of all benefit liabilities under such Plan, determined on a plan termination
      basis using the assumptions prescribed by the PBGC for purposes of Section
      4044
      of ERISA, exceeds (ii) the fair market value of all Plan assets allocable to
      such liabilities under Title IV of ERISA (excluding any accrued but unpaid
      contributions), all determined as of the then most recent valuation date for
      such Plan, but only to the extent that such excess represents a potential
      liability of a member of the ERISA Group to the PBGC or any other Person under
      Title IV of ERISA.

     

    "United
      States"
      and
      "U.S."
      means
      the United States of America, including the States and the District of Columbia,
      but excluding its territories and possessions.

     

    Section  1.2
      Other
      Interpretive Provisions.
      With
      reference to this Agreement and each other Loan Document, unless otherwise
      specified herein or in such other Loan Document:

     

    (a) The
      meanings of defined terms are equally applicable to the singular and plural
      forms of the defined terms.

     

    (b) (i) The
      words
      "herein,"
      "hereto,"
      "hereof"
      and
      "hereunder"
      and
      words of similar import when used in any Loan Document shall refer to such
      Loan
      Document as a whole and not to any particular provision thereof.

     

    (ii) Article,
      Section, Exhibit and Schedule references are to the Loan Document in which
      such
      reference appears.

     

    (iii) The
      term
      "including"
      is by
      way of example and not limitation.

     

    (iv) The
      term
      "documents"
      includes any and all instruments, documents, agreements, certificates, notices,
      reports, financial statements and other writings, however evidenced, whether
      in
      physical or electronic form.

     

    (c) In
      the
      computation of periods of time from a specified date to a later specified date,
      the word "from"
      means
      "from
      and including;"
      the
      words "to"
      and
      "until"
      each
      mean "to
      but
      excluding;"
      and
      the word "through"
      means
      "to
      and
      including."

     

    (d) Section
      headings herein and in the other Loan Documents are included for convenience
      of
      reference only and shall not affect the interpretation of this
      Agreement
      or
      any other Loan Document.

     

    Section
      1.3 Accounting
      Terms.
      All
      accounting terms not specifically or completely defined herein shall be
      construed in conformity with, and all financial data required to be submitted
      pursuant to this Agreement shall be prepared in conformity with, GAAP applied
      on
      a

      
        
           

           

          
          

        

        
          14

          
            

          

        

        
          
          

        

      
consistent
      basis as in effect from time to time, applied in a manner consistent with that
      used in preparing the Audited Financial Statements.

     

    Section
      1.5 References
      to Agreements and Laws.
      Unless
      otherwise expressly provided herein, (a) references to Organization Documents,
      agreements (including the Loan Documents) 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.

     

    Section
      1.6 Times
      of Day.
      Unless
      otherwise specified, all references herein to times of day shall be references
      to Pacific time (daylight or standard, as applicable).

     

     

    ARTICLE
      II

     

    THE
      CREDITS

     

    Section
      2.1 Committed
      Loans.
      (a)
      Subject to the terms and conditions set forth herein, each Tranche A Lender
      severally agrees to make loans (each such loan, a "Committed
      Tranche A Loan")
      to
      TMCC from time to time, on any Business Day during the Tranche A Availability
      Period, in an aggregate amount not to exceed at any time outstanding the amount
      of such Lender's Tranche A Commitment; provided,
      however,
      that
      after giving effect to any Committed Borrowing made by the Tranche A Lenders,
      (i) the Total Outstandings applicable to TMCC shall not exceed the Aggregate
      Tranche A Commitments, and (ii) the aggregate Outstanding Amount of the
      Committed Tranche A Loans of any Tranche A Lender shall not exceed such Lender's
      Tranche A Commitment. Within the limits of each Lender's Tranche A Commitment,
      and subject to the other terms and conditions hereof, TMCC may borrow under
      this
Section
      2.1(a),
      prepay
      under Section
      2.4,
      and
      reborrow under this Section
      2.1(a).
      Committed Tranche A Loans may be Base Rate Loans or Eurodollar Rate
      Loans,
      as
      further provided herein. 

     

    (b) Subject
      to the terms and conditions set forth herein, each Tranche B Lender severally
      agrees to make loans (each such loan, a "Committed
      Tranche B Loan")
      to
      TCPR from time to time, on any Business Day during the Tranche B Availability
      Period, in an aggregate amount not to exceed at any time outstanding the amount
      of such Lender's Tranche B Commitment; provided,
      however,
      that
      after giving effect to any Committed Borrowing made by the Tranche B Lenders,
      (i) the Total Outstandings applicable to TCPR shall not exceed the Aggregate
      Tranche B Commitments, and (ii) the aggregate Outstanding Amount of the
      Committed Tranche B Loans of any Tranche B Lender shall not exceed such Lender's
      Tranche B Commitment. Within the limits of each Lender's Tranche B Commitment,
      and subject to the other terms and conditions hereof, TCPR may borrow under
      this
Section
      2.1(b),
      prepay
      under Section
      2.4,
      and
      reborrow under this Section
      2.1(b).
      Committed Tranche B Loans may be Base Rate Loans or Eurodollar Rate Loans,
      as
      further provided herein. 

     

    Section
      2.2 Borrowings,
      Conversions and Continuations of Committed Loans.

     

    (a) Each
      Committed Borrowing, each conversion of Committed Loans from one Type to the
      other, and each continuation of Eurodollar Rate Loans shall be made upon the
      applicable Borrower's irrevocable notice to the Administrative Agent, which
      may
      be given by

      
        
           

           

          
          

        

        
          15

          
            

          

        

        
          
          

        

      



    telephone.
      Each such notice must be received by the Administrative Agent not later than
      10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing
      of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the
      requested date of any Borrowing of or conversion of Eurodollar Rate Loans to
      Base Rate Committed Loans.
      Each
      telephonic notice by a Borrower pursuant to this Section
      2.2(a)
      must be
      confirmed promptly by delivery to the Administrative Agent of a written
      Committed Loan Notice, appropriately completed and signed by a Responsible
      Officer or any other Person designated in writing by a Responsible Officer
      of
      such Borrower to the Administrative Agent. Each Borrowing of, conversion to
      or
      continuation of Loans shall be in a principal amount of $50,000,000 or integral
      multiples of $1,000,000 in excess thereof. Each Committed Loan Notice (whether
      telephonic or written) shall specify (i) whether the applicable Borrower is
      requesting a Committed Borrowing, a conversion of Committed Loans from one
      Type
      to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested
      date of the Borrowing, conversion or continuation, as the case may be (which
      shall be a Business Day), (iii) the principal amount of Committed Loans to
      be
      borrowed, converted or continued, (iv) the Type of Committed Loans to be
      borrowed or to which existing Committed Loans are to be converted, and (v)
      if
      applicable, the duration of the Interest Period with respect thereto. If the
      applicable Borrower fails to specify a Type of Committed Loan in a Committed
      Loan Notice or if such Borrower fails to give a timely notice requesting a
      conversion or continuation, then the applicable Committed Loans shall be made
      as, or converted to, Base Rate Loans. Any such automatic conversion to Base
      Rate
      Loans shall be effective as of the last day of the Interest Period then in
      effect with respect to the applicable Eurodollar Rate Loans. If the applicable
      Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
      Rate Loans in any such Committed Loan Notice, but fails to specify an Interest
      Period, it will be deemed to have specified an Interest Period of one
      month.

     

    (b) Following
      receipt of a Committed Loan Notice, the Administrative Agent shall promptly
      notify each appropriate Lender of the contents thereof and the amount
      of
      its Pro Rata Share of the applicable Committed Loans, and if no timely notice
      of
      a conversion or continuation is provided by the applicable Borrower, the
      Administrative Agent shall notify each appropriate Lender of the details of
      any
      automatic conversion to Base Rate Loans described in the preceding subsection.
      In the case of a Committed Borrowing, each appropriate Lender shall make the
      amount of its Committed Loan available to the Administrative Agent in
      immediately available funds at the Administrative Agent's
      Office
      not later than 1:00 p.m. on the Business Day specified in the applicable
      Committed Loan Notice. Upon satisfaction of the applicable conditions set forth
      in Section
      4.2,
      the
      Administrative Agent shall make all funds so received available to the
      applicable Borrower in like funds as received by the Administrative Agent either
      by (i) crediting the account of such Borrower on the books of Citibank with
      the
      amount of such funds or (ii) wire transfer of such funds, in each case in
      accordance with instructions provided to (and reasonably acceptable to) the
      Administrative Agent by such Borrower.

     

    (c) Except
      as
      otherwise provided herein, a Eurodollar Rate Loan may be continued or converted
      only on the last day of an Interest Period for such Eurodollar Rate Loan. During
      the existence of a Default, no Loans may be requested as, converted to or
      continued as Eurodollar Rate Loans without the consent of the applicable
      Required Lenders.

     

    (d) The
      Administrative Agent shall promptly notify the applicable Borrower and the
      appropriate Lenders of the interest rate applicable to any Interest Period
      for
      Eurodollar Rate

     


    
      
         

         

        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Loans
      upon determination of such interest rate. The determination of the Eurodollar
      Rate by the Administrative Agent shall be conclusive in the absence of manifest
      error. At any time that Base Rate Loans are outstanding, the Administrative
      Agent shall notify the applicable Borrower and the appropriate Lenders of any
      change in Citibank's base rate used in determining the Base Rate promptly
      following the public announcement of such change.

     

    (e) After
      giving effect to all Committed Borrowings, all conversions of Committed Loans
      from one Type to the other, and all continuations of Committed Loans as the
      same
      Type, there shall not be more than ten (10) Interest Periods in effect with
      respect to Committed Loans.

     

    Section 2.3
      Money
      Market Loans.

     

    (a) In
      addition to Committed Loans pursuant to Section
      2.1,
      a
      Borrower may, as set forth in this Section, request the appropriate Lenders
      during the Tranche A Availability Period or the Tranche B Availability Period,
      as applicable, to make offers to make Money Market Loans in U.S. Dollars to
      such
      Borrower; provided,
      however,
      that
      after giving effect to any Money Market Borrowing (i) the Total Outstandings
      applicable to TMCC shall not exceed the Aggregate Tranche A Commitments and
      (ii)
      the Total Outstandings applicable to TCPR shall not exceed the Aggregate Tranche
      B Commitments. The Lenders may, but shall have no obligation to, make such
      offers and the applicable Borrower may, but shall have no obligation to, accept
      any such offers in the manner set forth in this Section.

     

    (b) When
      a
      Borrower wishes to request offers to make Money Market Loans under this Section,
      it shall transmit to the Administrative Agent by facsimile transmission a Money
      Market Quote Request, appropriately completed and signed by a Responsible
      Officer or any other Person designated in writing by a Responsible Officer
      of
      such Borrower to the Administrative Agent, so as to be received no later than
      9:00 a.m. on (x) the fourth Business Day prior to the date of Borrowing proposed
      therein, in the case of a LIBOR Auction or (y) the Business Day next preceding
      the date of Borrowing proposed therein, in the case of an Absolute Rate Auction
      (or, in either case, such other time or date as such Borrower and the
      Administrative Agent shall have mutually agreed and shall have notified to
      the
      Lenders not later than the date of the Money Market Quote Request for the first
      LIBOR Auction or Absolute Rate Auction for which such change is to be effective)
      specifying: (i) the proposed date of Borrowing, which shall be a Business Day,
      (ii) the aggregate amount of such Borrowing, which shall be $50,000,000 or
      a
      larger multiple of $5,000,000, (iii) the duration of the Interest Period
      applicable thereto, subject to the provisions of the definition of Interest
      Period, and (iv) whether the Money Market Quotes requested are to set forth
      a
      Money Market Margin or a Money Market Absolute Rate. The applicable Borrower
      may
      request offers to make Money Market Loans for more than one Interest Period
      in a
      single Money Market Quote Request. No Money Market Quote Request shall be given
      within five Business Days (or such other number of days as such Borrower and
      the
      Administrative Agent may agree) of any other Money Market Quote
      Request.

     

    (c) Promptly
      upon receipt of a Money Market Quote Request, the Administrative Agent shall
      send to the Lenders by facsimile transmission an Invitation for Money Market
      Quotes, which shall constitute an invitation by the applicable Borrower to
      each
      Lender to submit Money Market Quotes offering to make the Money Market Loans
      to
      which such Money Market Quote Request relates in accordance with this
      Section.

     


    
      
         

         

        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (d) (i)
       Each
      Lender may submit a Money Market Quote containing an offer or offers to make
      Money Market Loans in response to any Invitation for Money Market Quotes. Each
      Money Market Quote must comply with the requirements of this subsection (d)
      and
      must be submitted to the Administrative Agent by facsimile transmission at
      the
      Administrative Agent's Office not later than (x) 1:00 p.m. on the fourth
      Business Day prior to the proposed date of Borrowing, in the case of a LIBOR
      Auction or (y) 9:00 a.m. on the proposed date of Borrowing, in the case of
      an
      Absolute Rate Auction (or, in either case, such other time or date as the
      applicable Borrower and the Administrative Agent shall have mutually agreed
      and
      shall have notified to the Lenders not later than the date of the Money Market
      Quote Request for the first LIBOR Auction or Absolute Rate Auction for which
      such change is to be effective); provided that Money Market Quotes submitted
      by
      the Administrative Agent (or any Affiliate of the Administrative Agent) in
      the
      capacity of a Lender may be submitted, and may only be submitted, if the
      Administrative Agent or such Affiliate notifies such Borrower of the terms
      of
      the offer or offers contained therein not later than 15 minutes prior to the
      deadline for the other Lenders. Subject to Articles
      IV
      and
VII,
      any
      Money Market Quote so made shall be irrevocable except with the written consent
      of the Administrative Agent given on the instructions of the applicable
      Borrower.

     

    (ii) Each
      Money Market Quote shall specify (A) the proposed date of Borrowing; (B) the
      principal amount of the Money Market Loan for which each such offer is being
      made, which principal amount (w) may be greater than or less than the Commitment
      of the quoting Lender, (x) must be $5,000,000 or a larger multiple of
      $1,000,000, (y) may not exceed the principal amount of Money Market Loans for
      which offers were requested and (z) may be subject to an aggregate limitation
      as
      to the principal amount of Money Market Loans for which offers being made by
      such quoting Lender may be accepted; (C) in the case of a LIBOR Auction, the
      margin above or below the applicable Eurodollar Rate (the "Money
      Market Margin")
      offered for each such Money Market Loan, expressed as a percentage (specified
      to
      the nearest 1/10,000th of 1%) to be added to or subtracted from such base rate;
      (D) in the case of an Absolute Rate Auction, the rate of interest per annum
      (specified to the nearest 1/10,000th of 1%) (the "Money
      Market Absolute Rate")
      offered for each such Money Market Loan; and (E) the identity of the quoting
      Lender. A Money Market Quote may set forth up to five separate offers by the
      quoting Lender with respect to each Interest Period specified in the related
      Invitation for Money Market Quotes.

     

    (iii) Any
      Money
      Market Quote shall be disregarded if it (A) is not substantially in conformity
      with the definition thereof or does not specify all of the information required
      by subsection (d)(ii); (B) contains qualifying, conditional or similar language;
      (C) proposes terms other than or in addition to those set forth in the
      applicable Invitation for Money Market Quotes; or (D) arrives after the time
      set
      forth in subsection (d)(i).

     

    (e) The
      Administrative Agent shall promptly notify the applicable Borrower of the terms
      (i) of any Money Market Quote submitted by a Lender that is in accordance with
      subsection (d) and (ii) of any Money Market Quote that amends, modifies or
      is
      otherwise inconsistent with a previous Money Market Quote submitted by such
      Lender with respect to the same Money Market Quote Request. Any such subsequent
      Money Market Quote shall be 


    
      
         

         

        
        

      

      
        18

        
          

        

      

      
        
        

      

    
disregarded by the Administrative Agent unless such subsequent
    Money
    Market Quote is submitted
    solely to correct a manifest error in such former Money Market Quote. The
    Administrative Agent's notice to the applicable Borrower shall specify (i) the
    aggregate principal amount of Money Market Loans for which offers have been
    received for each Interest Period specified in the related Money Market Quote
    Request, (ii) the respective principal amounts and Money Market Margins or Money
    Market Absolute Rates, as the case may be, so offered and (iii) if applicable,
    limitations on the aggregate principal amount of Money Market Loans for which
    offers in any single Money Market Quote may be accepted.
     

    (f) Not
      later
      than 9:00 a.m. on the third Business Day prior to the proposed date of Borrowing
      of Money Market LIBOR Loans or 10:00 a.m. on the Business Day of the proposed
      date of Borrowing of Money Market Absolute Rate Loans (or such other time or
      date as the applicable Borrower and the Administrative Agent shall have mutually
      agreed and shall have notified to the Lenders not later than the date of the
      Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction
      for which such change is to be effective), the applicable Borrower shall notify
      the Administrative Agent of its acceptance or non-acceptance of the offers
      so
      notified to it pursuant to subsection (e). In the case of acceptance, such
      notice (a "Notice
      of Money Market Borrowing")
      shall
      specify the aggregate principal amount of offers for each Interest Period that
      are accepted. The applicable Borrower may accept any Money Market Quote in
      whole
      or in part; provided that (i) the aggregate principal amount of each Money
      Market Borrowing may not exceed the applicable amount set forth in the related
      Money Market Quote Request; (ii) the principal amount of each Money Market
      Borrowing must be $50,000,000 or a larger multiple of $5,000,000; and (iii)
      acceptance of offers may only be made on the basis of ascending Money Market
      Margins or Money Market Absolute Rates, as the case may be.

     

    (g) If
      offers
      are made by two or more Lenders with the same Money Market Margins or Money
      Market Absolute Rates, as the case may be, for a greater aggregate principal
      amount than the amount in respect of which such offers are accepted for the
      related Interest Period, the principal amount of Money Market Loans in respect
      of which such offers are accepted shall be allocated by the Administrative
      Agent
      among such Lenders as nearly as possible (in multiples of $1,000,000, as the
      Administrative Agent may deem appropriate) in proportion to the aggregate
      principal amounts of such offers. Determinations by the Administrative Agent
      of
      the amounts of Money Market Loans shall be conclusive in the absence of manifest
      error.

     

    Section
      2.4 Prepayments.

     

    (a) Each
      Borrower may, upon notice to the Administrative Agent, at any time or from
      time
      to time voluntarily prepay Committed Loans or Money Market Loans made to it
      bearing interest at the Base Rate in whole or in part without premium or
      penalty; provided
      that (i)
      such notice must be received by the Administrative Agent not later than 10:00
      a.m. (A) three Business Days prior to any date of prepayment of Eurodollar
      Rate
      Loans and (B) on the date of prepayment of Base Rate Committed Loans or Money
      Market Loans bearing interest at the Base Rate pursuant to Section
      3.2;
      and
      (ii) any prepayment of Loans shall be in a principal amount of $50,000,000
      or a
      whole multiple of $5,000,000 in excess thereof. Except as provided in the
      preceding sentence, a Borrower may not prepay all or any portion of the
      principal amount of any Money Market Loan made to it prior to the last day
      of
      the Interest Period therefor. Each such notice shall specify the date and amount
      of such prepayment, whether the Loans to be prepaid


    
      
         

         

        
        

      

      
        19

        
          

        

      

      
        
        

      

    
are
    Committed Loans or Money Market Loans, and the Type(s) of Loans to be prepaid.
    The Administrative
    Agent will promptly notify each appropriate Lender of its receipt of each such
    notice and the contents thereof with respect to Committed Loans, and of the
    amount of such Lender's
    Pro
    Rata Share of such prepayment of such Committed Loans. The Administrative Agent
    will promptly notify each Lender that has made a Money Market Loan that is to
    be
    prepaid of the receipt by the Administrative Agent of each notice and the
    contents thereof with respect to such Money Market Loan and the contents thereof
    and of the amount of such prepayment of such Money Market Loan. If such notice
    is given by a Borrower, such Borrower shall make such prepayment and the payment
    amount specified in such notice shall be due and payable on the date specified
    therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all
    accrued interest thereon, together with any additional amounts required pursuant
    to Section
    3.5.
    Each
    such prepayment of Committed Loans shall be applied to the Committed Loans of
    the appropriate Lenders in accordance with their respective Pro Rata Shares.
    Each such prepayment of Money Market Loans shall be applied ratably to the Money
    Market Loans of the Lenders that made such Loans. 
     

    (b) (i)
      If
      for any reason the Total Outstandings applicable to TMCC at any time exceed
      the
      Aggregate Tranche A Commitments then in effect, TMCC shall immediately prepay
      Loans in an aggregate amount equal to such excess.
      (ii) If
      for any reason the Total Outstandings applicable to TCPR at any time exceed
      the
      Aggregate Tranche B Commitments then in effect, TCPR shall immediately prepay
      Loans in an aggregate amount equal to such excess.

     

    Section
      2.5 Termination
      or Reduction of Commitments.
      TMCC
      may, upon notice to the Administrative Agent, terminate the Aggregate Tranche
      A
      Commitments, or from time to time permanently reduce the Aggregate Tranche
      A
      Commitments and TCPR may, upon notice to the Administrative Agent, terminate
      the
      Aggregate Tranche B Commitments, or from time to time permanently reduce the
      Aggregate Tranche B Commitments ; provided
      that (i)
      any such notice shall be received by the Administrative Agent not later than
      10:00 a.m. three
      Business Days prior to the date of termination or reduction, (ii) any such
      partial reduction shall be in an aggregate amount of $25,000,000 or any whole
      multiple of $5,000,000 in excess thereof, and (iii) such Borrower shall not
      terminate or reduce such Aggregate Commitments if, after giving effect thereto
      and to any concurrent prepayments hereunder, the Total Outstandings applicable
      to such Borrower would exceed the Aggregate Commitments applicable to such
      Borrower. The Administrative Agent will promptly notify the Lenders of any
      such
      notice of termination or reduction of the Aggregate Commitments. Any reduction
      of the Aggregate Commitments shall be applied to the applicable Commitment
      of
      each appropriate Lender according to its Pro Rata Share. All facility fees
      accrued for the account of the applicable Borrower until the effective date
      of
      any termination of the applicable Aggregate Commitments shall be paid on the
      effective date of such termination.

     

    Section
      2.6 Repayment
      of Loans.

     

    (a) Each
      Borrower shall repay to the Lenders on the Revolving Maturity Date applicable
      to
      such Borrower the aggregate principal amount of Loans made to it and outstanding
      on such date. 


    
      
         

         

        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (b) Each
      Borrower shall repay each Money Market Loan made to it on the earlier to occur
      of (i) the last day of the Interest Period therefor and (ii) the Revolving
      Maturity Date.


    Section
      2.7 Interest.

     

    (a) Subject
      to the provisions of subsection (b) below, (i) subject to Section
      3.2,
      each
      Eurodollar Rate Loan shall bear interest on the outstanding principal amount
      thereof for each Interest Period at a rate per annum equal to the Eurodollar
      Rate for such Interest Period plus
      the
      Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on
      the
      outstanding principal amount thereof from the applicable borrowing date at
      a
      rate per annum equal to the Base Rate plus
      the
      Applicable Rate; (iii) subject to Section
      3.2,
      each
      Money Market LIBOR Loan shall bear interest on the outstanding principal amount
      thereof for the Interest Period applicable thereto at a rate per annum equal
      to
      the sum of the Eurodollar Rate for such Interest Period plus
      or
      minus
      the
      Money Market Margin quoted by the Lender making such Loan; and (iv) each Money
      Market Absolute Rate Loan shall bear interest on the outstanding principal
      amount thereof for the Interest Period applicable thereto at a rate per annum
      equal to the Money Market Absolute Rate quoted by the Lender making such Loan.
      

     

    (b) If
      any
      amount payable by any Borrower under any Loan Document is not paid when due
      (without regard to any applicable grace periods), whether at stated maturity,
      by
      acceleration or otherwise, such amount shall thereafter bear interest at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to
      the fullest extent permitted by applicable Laws. Furthermore, upon the request
      of the applicable Required Lenders, while any Event of Default exists with
      respect to any Borrower, such Borrower shall pay interest on the principal
      amount of all outstanding Obligations of such Borrower hereunder at a
      fluctuating interest rate per annum at all times equal to the Default Rate
      to
      the fullest extent permitted by applicable Laws. Accrued and unpaid interest
      on
      past due amounts (including interest on past due interest) shall be due and
      payable on demand.

     

    (c) Interest
      on each Loan shall be due and payable in arrears on each Interest Payment Date
      applicable thereto and at such other times as may be specified herein. Interest
      hereunder shall be due and payable in accordance with the terms hereof before
      and after judgment, and before and after the commencement of any proceeding
      under any Debtor Relief Law.

     

    Section
      2.8 Fees. 

     

    (a) Facility
      Fee.
      (i)
      TMCC shall pay to the Administrative Agent for the account of each Tranche
      A
      Lender in accordance with its Pro Rata Share, a facility fee equal to the
      Applicable Rate times
      the
      actual daily amount of the Aggregate Tranche A Commitments, regardless of usage
      (or, if the Aggregate Tranche A Commitments have terminated, on the Outstanding
      Amount of all Tranche A Loans). The facility fee payable by TMCC shall accrue
      at
      all times during the Tranche A Availability Period (and thereafter so long
      as
      any Tranche A Loans remain outstanding), including at any time during which
      one
      or more of the conditions in Article
      IV
      is not
      met, and shall be due and payable quarterly in arrears on the last Business
      Day
      of each March, June, September and December, commencing with the first such
      date
      to occur 


    
      
         

         

        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    after the Closing Date, and on the Revolving Maturity Date
      (and, if applicable, thereafter on demand).

     

    (ii)
      TCPR
      shall pay to the Administrative Agent for the account of each Tranche B Lender
      in accordance with its Pro Rata Share, a facility fee equal to the Applicable
      Rate times
      the
      actual daily amount of the Aggregate Tranche B Commitments, regardless of usage
      (or, if the Aggregate Tranche B Commitments have terminated, on the Outstanding
      Amount of all Tranche B Loans). The facility fee payable by TCPR shall accrue
      at
      all times during the Tranche B Availability Period (and thereafter so long
      as
      any Tranche B Loans remain outstanding), including at any time during which
      one
      or more of the conditions in Article
      IV
      is not
      met, and shall be due and payable quarterly in arrears on the last Business
      Day
      of each March, June, September and December, commencing with the first such
      date
      to occur after the Closing Date, and on the Revolving Maturity Date (and, if
      applicable, thereafter on demand).

     

    (iii)
      The
      facility fee payable by each Borrower shall be calculated quarterly in
      arrears.

     

    (b) Other
      Fees. The
      Borrowers shall pay to the Arrangers and the Administrative Agent for their
      own
      respective accounts fees in the amounts and at the times specified in the Fee
      Letter. Such fees shall be fully earned when paid and shall not be refundable
      for any reason whatsoever.

     

    Section
      2.9 Computation
      of Interest and Fees.
      All
      computations of interest for Base Rate Loans when the Base Rate is determined
      by
      Citibank's "base rate" shall be made on the basis of a year of 365 or 366 days,
      as the case may be, and actual days elapsed. All other computations of fees
      and
      interest shall be made on the basis of a 360-day year and actual days elapsed
      (which results in more fees or interest, as applicable, being paid than if
      computed on the basis of a 365-day year). Interest shall accrue on each Loan
      for
      the day on which the Loan is made, and shall not accrue on a Loan, or any
      portion thereof, for the day on which the Loan or such portion is paid,
provided
      that any
      Loan that is repaid on the same day on which it is made shall, subject to
Section
      2.11(a),
      bear
      interest for one day.

     

    Section
      2.10 Evidence
      of Debt.
      The
      Loans made by each Lender shall be evidenced by one or more accounts or records
      maintained by such Lender and by the Administrative Agent in the ordinary course
      of business. The accounts or records maintained by the Administrative Agent
      and
      each Lender shall be conclusive absent manifest error of the amount of the
      Loans
      made by the Lenders to each Borrower and the interest and payments thereon.
      Any
      failure to so record or any error in doing so shall not, however, limit or
      otherwise affect the obligation of any Borrower under the Loan Documents to
      pay
      any amount owing with respect to the Obligations of such Borrower. In the event
      of any conflict between the accounts and records maintained by any Lender and
      the accounts and records of the Administrative Agent in respect of such matters,
      the accounts and records of the Administrative Agent shall control in the
      absence of manifest error. Upon the request of any Lender made through the
      Administrative Agent, each Borrower shall execute and deliver to such Lender
      (through the Administrative Agent) a Note, which shall evidence such Lender's
      Loans in addition to such accounts or records. Each Lender may attach



    
      
         

         

        
        

      

      
        22

        
          

        

      

      
        
        

      

    
schedules to its Note and endorse thereon the date, Type
    (if applicable),
    amount and maturity of its Loans and payments with respect thereto. 
     

    Section
      2.11 Payments
      Generally.


    (a) All
      payments to be made by the Borrowers shall be made without condition or
      deduction for any counterclaim, defense, recoupment or setoff. Except as
      otherwise expressly provided herein, all payments by any Borrower hereunder
      shall be made to the Administrative Agent, for the account of the respective
      Lenders to which such payment is owed, at the Administrative Agent's
      Office
      in Dollars and in immediately available funds not later than 12:00 noon on
      the
      date specified herein. The Administrative Agent will promptly distribute to
      each
      Lender its Pro Rata Share (or other applicable share as provided herein) of
      such
      payment in like funds as received by wire transfer to such Lender's Lending
      Office. All payments received by the Administrative Agent after 12:00
      noon shall
      be
      deemed received on the next succeeding Business Day and any applicable interest
      or fee shall continue to accrue. 

     

    (b) If
      any
      payment to be made by any 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.

     

    (c) Unless
      a
      Borrower or any Lender has notified the Administrative Agent, prior to the
      time
      any payment is required to be made by it to the Administrative Agent hereunder,
      that such Borrower or such Lender, as the case may be, will not make such
      payment, the Administrative Agent may assume that such Borrower or such Lender,
      as the case may be, has timely made such payment and may (but shall not be
      so
      required to), in reliance thereon, make available a corresponding amount to
      the
      Person entitled thereto. If and to the extent that such payment was not in
      fact
      made to the Administrative Agent in immediately available funds,
      then:

     

    (i) if
      a
      Borrower failed to make such payment, each Lender shall forthwith on demand
      repay to the Administrative Agent the portion of such assumed payment that
      was
      made available to such Lender in immediately available funds, together with
      interest thereon in respect of each day from and including the date such amount
      was made available by the Administrative Agent to such Lender to the date such
      amount is repaid to the Administrative Agent in immediately available funds
      at
      the Federal Funds Rate from time to time in effect; and

     

    (ii) if
      any
      Lender failed to make such payment, such Lender shall forthwith on demand pay
      to
      the Administrative Agent the amount thereof in immediately available funds,
      together with interest thereon for the period from the date such amount was
      made
      available by the Administrative Agent to the applicable Borrower to the date
      such amount is recovered by the Administrative Agent (the "Compensation
      Period")
      at a
      rate per annum equal to the Federal Funds Rate from time to time in effect.
      If
      such Lender pays such amount to the Administrative Agent, then such amount
      shall
      constitute such Lender's Loan included in the applicable Borrowing. If such
      Lender does not pay such amount forthwith upon the Administrative
      Agent's
      demand
      therefor, the Administrative Agent may make a demand therefor upon the
      applicable Borrower, and such Borrower shall pay such amount to the
      Administrative Agent, together with interest thereon for the 


    
      
         

         

        
        

      

      
        23

        
          

        

      

      
        
        

      

    
Compensation Period at a rate per annum equal to the rate
    of interest
    applicable to the applicable Borrowing. Nothing herein shall be deemed to
    relieve any Lender from its obligation to fulfill its Commitment or to prejudice
    any rights which the Administrative Agent or any Borrower may have against any
    Lender as a result of any default by such Lender hereunder.A
    notice
    of the Administrative Agent to any Lender or any Borrower with respect to any
    amount owing under this subsection (c) shall be conclusive, absent manifest
    error.
     

    (d) If
      any
      Lender makes available to the Administrative Agent funds for any Loan to be
      made
      by such Lender as provided in the foregoing provisions of this Article
      II,
      and
      such funds are not made available to the applicable Borrower by the
      Administrative Agent because the conditions to the applicable Borrowing set
      forth in Article
      IV
      are not
      satisfied or waived in accordance with the terms hereof, the Administrative
      Agent shall return such funds (in like funds as received from such Lender)
      to
      such Lender, without interest, on the succeeding Business Day. 

     

    (e) The
      obligations of the Lenders hereunder to make Committed Loans are several and
      not
      joint. The failure of any Lender to make any Committed Loan on any date required
      hereunder shall not relieve any other Lender of its corresponding obligation
      to
      do so on such date, and no Lender shall be responsible for the failure of any
      other Lender to so make its Committed Loan.

     

    (f) Nothing
      herein shall be deemed to obligate any Lender to obtain the funds for any Loan
      in any particular place or manner or to constitute a representation by any
      Lender that it has obtained or will obtain the funds for any Loan in any
      particular place or manner.

     

    Section
      2.12 Sharing
      of Payments.
      If,
      other than as expressly provided elsewhere herein, any Lender shall obtain
      on
      account of the Committed Loans made by it to a Borrower, any payment (whether
      voluntary, involuntary, through the exercise of any right of set-off, or
      otherwise) in excess of its ratable share (or other share contemplated
      hereunder) thereof, such Lender shall immediately (a) notify the Administrative
      Agent of such fact, and (b) purchase from the other Lenders such participations
      in the Committed Loans made by them to such Borrower as shall be necessary
      to
      cause such purchasing Lender to share the excess payment in respect of such
      Committed Loans pro rata with each of them; provided,
      however,
      that if
      all or any portion of such excess payment is thereafter recovered from the
      purchasing Lender under any of the circumstances described in Section
      9.6
      (including pursuant to any settlement entered into by the purchasing Lender
      in
      its discretion), such purchase shall to that extent be rescinded and each other
      Lender shall repay to the purchasing Lender the purchase price paid therefor,
      together with an amount equal to such paying Lender's ratable share (according
      to the proportion of (i) the amount of such paying Lender's required repayment
      to (ii) the total amount so recovered from the purchasing Lender) of any
      interest or other amount paid or payable by the purchasing Lender in respect
      of
      the total amount so recovered, without further interest thereon. Each Borrower
      agrees that any Lender so purchasing a participation from another Lender may,
      to
      the fullest extent permitted by Law, exercise all of its rights of payment
      (including any right of set-off, but subject to Section
      9.9)
      with
      respect to such participation as fully as if such Lender were the direct
      creditor of such Borrower in the amount of such participation. The
      Administrative Agent will keep records (which shall be conclusive and binding
      in
      the absence of manifest error) of 


    
      
         

         

        
        

      

      
        24

        
          

        

      

      
        
        

      

    
participations purchased under this Section and will in
    each case notify
    the Lenders following any such purchases or repayments. Each Lender that
    purchases a participation pursuant to this Section shall from and after such
    purchase have the right to give all notices, requests, demands, directions and
    other communications under this Agreement with respect to the portion of the
    Obligations purchased to the same extent as though the purchasing Lender were
    the original owner of the Obligations purchased.

     

        Section
      2.13
Increase
      in Commitments.

     

    (a) Provided
      there exists no Default applicable to a Borrower, upon notice by such Borrower
      to the Administrative Agent (which shall promptly notify the appropriate
      Lenders), such Borrower may from time to time, request an increase in the
      Aggregate Commitments applicable to such Borrower to an amount (for all such
      requests) not exceeding (x) in the case of the Tranche A Commitments,
      $7,100,000,000 and (y) in the case of the Tranche B Commitments, $450,000,000.
      At the time of sending such notice, such Borrower (in consultation with the
      Administrative Agent) shall specify the time period within which each Lender
      is
      requested to respond (which shall in no event be less than 10 Business Days
      from
      the date of delivery of such notice to the appropriate Lenders). Each
      appropriate Lender shall notify the Administrative Agent within such time period
      whether or not it agrees to increase its Commitment and, if so, whether by
      an
      amount equal to, greater than, or less than its Pro Rata Share of such requested
      increase. Any appropriate Lender not responding within such time period shall
      be
      deemed to have declined to increase its Commitment. The Administrative Agent
      shall notify the applicable Borrower and each appropriate Lender of the Lenders'
      responses to each request made hereunder. To achieve the full amount of a
      requested increase, the applicable Borrower may also invite additional Eligible
      Assignees to become Lenders pursuant to a joinder agreement in form and
      substance satisfactory to the Administrative Agent and its counsel. The consent
      of the Lenders is not required to increase the amount of the Aggregate
      Commitments pursuant to this Section, except that each appropriate Lender shall
      have to right to consent to an increase in the amount of its Commitment as
      set
      forth in this Section
      2.14(a).
      If the
      Lenders and Eligible Assignees do not agree to increase the applicable Aggregate
      Commitments by the amount requested by the applicable Borrower pursuant to
      this
Section
      2.14(a),
      such
      Borrower may (i) withdraw its request for an increase in its entirety or (ii)
      accept, in whole or in part, the increases that have been offered. 

     

    (b) If
      the
      applicable Aggregate Commitments are increased in accordance with this Section,
      the Administrative Agent and the applicable Borrower shall determine the
      effective date (the "Increase
      Effective Date")
      and
      the final allocation of such increase. The Administrative Agent shall promptly
      notify the applicable Borrower and the appropriate Lenders of the final
      allocation of such increase and the Increase Effective Date. As a condition
      precedent to such increase, the applicable Borrower shall deliver to the
      Administrative Agent a certificate of such Borrower dated as of the Increase
      Effective Date (in sufficient copies for each appropriate Lender) signed by
      a
      Responsible Officer of such Borrower certifying that no Default applicable
      to
      such Borrower exists. The applicable Borrower shall prepay any Committed Loans
      outstanding on the Increase Effective Date (and pay any additional amounts
      required pursuant to Section
      3.5)
      to the
      extent necessary to keep the outstanding Committed Loans ratable with any
      revised Pro Rata Shares arising from any nonratable increase in the Commitments
      under this Section. 

      
        
           

           

          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

    (c) This
      Section shall supersede any provisions in Sections
      2.12
      or
9.1
      to the
      contrary.


    
      ARTICLE
        III

      


      TAXES,
        YIELD PROTECTION AND ILLEGALITY



    Section
      3.1 Taxes.

    


    (a) Any
      and
      all payments by any Borrower to or for the account of the Administrative Agent
      or any Lender under any Loan Document shall be made free and clear of and
      without deduction for any and all present or future Taxes. If any Borrower
      shall
      be required by any Laws to deduct any Taxes or Other Taxes from or in respect
      of
      any sum payable under any Loan Document to the Administrative Agent or any
      Lender, (i) the sum payable shall be increased as necessary so that after making
      all required deductions (including deductions applicable to additional sums
      payable under this Section), each of the Administrative Agent and such Lender
      receives an amount equal to the sum it would have received had no such
      deductions been made, (ii) such Borrower shall make such deductions, (iii)
      such
      Borrower shall pay the full amount deducted to the relevant taxation authority
      or other authority in accordance with applicable Laws, and (iv) within 30 days
      after the date of such payment, such Borrower shall furnish to the
      Administrative Agent (which shall forward the same to such Lender) the original
      or a certified copy of a receipt evidencing payment thereof.

     

    (b) In
      addition, each Borrower agrees to pay to each appropriate Lender Other Taxes
      incurred by such Lender.

     

    (c) If
      any
      Borrower shall be required to deduct or pay any Taxes or Other Taxes from or
      in
      respect of any sum payable under any Loan Document to the Administrative Agent
      or any Lender, such Borrower shall also pay to the Administrative Agent or
      to
      such Lender, as the case may be, at the time interest is paid, such additional
      amount that the Administrative Agent or such Lender specifies is necessary
      to
      preserve the after-tax yield (after factoring in all taxes, including taxes
      imposed on or measured by net income) that the Administrative Agent or such
      Lender would have received if such Taxes or Other Taxes had not been
      imposed.

     

    (d) Each
      Borrower agrees to indemnify the Administrative Agent and each appropriate
      Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes
      or
      Other Taxes imposed or asserted by any jurisdiction on amounts payable under
      this Section) paid by the Administrative Agent and such Lender, (ii) amounts
      payable under Section
      3.1(c)
      and
      (iii) any liability (including additions to tax, penalties, interest and
      expenses) arising therefrom or with respect thereto. Payment under this
      subsection (d) shall be made within 15 days after the date the Lender or the
      Administrative
      Agent
      makes a demand therefor. 

     

    Section
      3.2 Illegality.
      If any
      Lender determines that any Regulatory Change occurring on or after the date
      of
      this Agreement has made it unlawful, or that any Governmental Authority has
      asserted that it is unlawful as a result of such Regulatory Change, for any
      Lender or its applicable Lending Office to make, maintain or fund Eurodollar
      Rate Loans or Money Market LIBOR 

      
        
           

           

          
          

        

        
          26

          
            

          

        

        
          
          

        

      
Loans, or to determine or charge interest rates based
      upon the Eurodollar
      Rate, then, on notice thereof by such Lender to the applicable Borrower through
      the Administrative Agent, any obligation of such Lender to make or continue
      Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar
      Rate
      Loans or to make a Money Market LIBOR Loan for which a Money Market Quote has
      been delivered shall be suspended until such Lender notifies the Administrative
      Agent and the applicable Borrower that the circumstances giving rise to such
      determination no longer exist (and such Lender shall give such notice promptly
      upon receiving knowledge
      that such circumstances no longer exist). If a Lender shall determine that
      it
      may not lawfully continue to maintain and fund any of its outstanding Eurodollar
      Rate Loans or Money Market LIBOR Loans to maturity and shall so specify in
      a
      notice pursuant to the preceding sentence, upon receipt of such notice, the
      applicable Borrower shall, upon demand from such Lender (with a copy to the
      Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate
      Loans or Money Market LIBOR Loans, as the case may be, of such Lender to Base
      Rate Loans, either on the last day of the Interest Period therefor, if such
      Lender may lawfully continue to maintain such Eurodollar Rate Loans or Money
      Market LIBOR Loans to such day, or immediately, if such Lender may not lawfully
      continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or
      conversion, the applicable Borrower shall also pay accrued interest on the
      amount so prepaid or converted. Each Lender agrees to designate a different
      Lending Office if such designation will avoid the need for such notice and
      will
      not, in the good faith judgment of such Lender, otherwise be materially
      disadvantageous to such Lender. 

    


    Section
      3.3 Inability
      to Determine Rates.
      If the
      applicable Required Lenders determine that for any reason adequate and
      reasonable means do not exist for determining the Eurodollar Base Rate for
      any
      requested Interest Period with respect to a proposed Eurodollar Rate Loan made
      to a Borrower, or that the Eurodollar Base Rate for any requested Interest
      Period with respect to a proposed Eurodollar Rate Loan made to a Borrower does
      not adequately and fairly reflect the cost to such Lenders of funding such
      Loan,
      the Administrative Agent will promptly so notify such Borrower and each Lender.
      Thereafter, the obligation of the appropriate Lenders to make or maintain
      Eurodollar Rate Loans to such Borrower shall be suspended until the
      Administrative Agent (upon the instruction of the applicable Required Lenders)
      revokes such notice (which revocation shall be made promptly upon such
      instruction from the applicable Required Lenders). Upon receipt of such notice,
      the applicable Borrower may revoke any pending request for a Borrowing of,
      conversion to or continuation of Eurodollar Rate Loans or, failing that, will
      be
      deemed to have converted such request into a request for a Committed Borrowing
      of Base Rate Loans in the amount specified therein.

    


    Section
      3.4 Increased
      Cost and Reduced Return; Capital Adequacy;
      Reserves on Eurodollar Rate Loans. 

    


    (a) If
      on or
      after (i) the date hereof, in the case of Eurodollar Rate Loans, or (ii) the
      date that a Money Market Quote is given for a Money Market LIBOR Loan, any
      Lender determines that as a result of a Regulatory Change, there shall be a
      material increase in the cost to such Lender of agreeing to make or making,
      funding or maintaining Eurodollar Rate Loans or Money Market LIBOR Loan, or
      a
      reduction in the amount received or receivable by such Lender in connection
      with
      any Eurodollar Rate Loan or Money Market LIBOR Loan (excluding for purposes
      of
      this subsection (a) any such increased costs or reduction in amount resulting
      from (i) 


    
      
         

         

        
        

      

      
        27

        
          

        

      

      
        
        

      

    
Taxes or Other Taxes (as to which Section
    3.1
    shall
    govern), (ii) changes in the basis of taxation of overall net income or overall
    gross income by the United States, Puerto Rico or any foreign jurisdiction or
    any political subdivision of either thereof under the Laws of which such Lender
    is organized or has its Lending Office, and (iii) reserve requirements utilized
    in the determination of the Eurodollar Rate), then from time to time within 15
    days of demand by such Lender (with a copy of such demand to the Administrative
    Agent), subject to Section
    3.4(c),
    the
    applicable Borrower
    shall pay to such Lender such additional amounts as will compensate such Lender
    for such increased cost or reduction.
    


    (b) If
      any
      Lender determines that the introduction of any Law after the date hereof
      regarding capital adequacy or any change therein or in the interpretation
      thereof, or compliance by such Lender (or its Lending Office) therewith
      (including determination that, for purposes of capital adequacy requirements,
      the Commitment of such Lender does not constitute a commitment with an original
      maturity of one year or less), has the effect of materially reducing the rate
      of
      return on the capital of such Lender or any corporation controlling such Lender
      as a consequence of such Lender's obligations hereunder (taking into
      consideration its policies with respect to capital adequacy and such Lender's
      desired return on capital), then from time to time upon demand of such Lender
      (with a copy of such demand to the Administrative Agent), subject to
Section
      3.4(c),the
      applicable Borrower shall pay within 15 days of demand by such Lender such
      additional amounts as will compensate such Lender for such reduction.


    


    (c) Promptly
      after receipt of knowledge of any Regulatory Change or other event that will
      entitle any Lender to compensation under this Section
      3.4,
      such
      Lender shall give notice thereof to the applicable Borrower and the
      Administrative Agent certifying the basis for such request for compensation
      in
      accordance with Section
      3.6(a)
      and
      designate a different Lending Office if such designation will avoid, or reduce
      the amount of, compensation payable under this Section
      3.4
      and will
      not, in the good faith judgment of such Lender, otherwise be materially
      disadvantageous to such Lender. Notwithstanding anything in Sections
      3.4(a)
      or
3.4(b)
      to the
      contrary, no Borrower shall be obligated to compensate any Lender for any amount
      arising or accruing before the earlier of (i) 180 days prior to the date on
      which such Lender gives notice to such Borrower and the Administrative Agent
      under this Section
      3.4(c)
      or (ii)
      the date such amount arose or began accruing (and such Lender did not know
      such
      amount was arising or accruing) as a result of the retroactive application
      of
      Regulatory Change or other event giving rise to the claim for compensation.
      

    


    Section
      3.5 Funding
      Losses. Within
      15
      days after delivery of the certificate described in the Section
      3.6(a)
      by any
      Lender (with a copy to the Administrative Agent) from time to time, each
      Borrower shall promptly compensate such Lender for and hold such Lender harmless
      from any loss, cost or expense incurred by it as a result of each of the
      following (except to the extent incurred by any Lender as a result of any action
      taken pursuant to Section
      3.2):
      

    


    (a) any
      continuation, conversion, payment or prepayment of any Loan made to such
      Borrower other than a Base Rate Loan on a day other than the last day of the
      Interest Period for such Loan (whether voluntary, mandatory, automatic, by
      reason of acceleration, or otherwise);

      
        
           

           

          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      (b) any
        failure by such Borrower (for a reason other than the failure of such Lender
        to
        make a Loan) to prepay, borrow, continue or convert any Loan other than a
        Base
        Rate Loan on the date or in the amount notified by such Borrower; or

      


      (c) any
        assignment of a Eurodollar Rate Loan on a day other than the last day of
        the
        Interest Period therefor as a result of a request by such Borrower pursuant
        to
Section 9.16;


    

    including
      any loss or expense arising from the liquidation or reemployment of funds
      obtained by it to maintain such Loan or from fees payable to terminate the
      deposits from which such funds were obtained but excluding loss of margin for
      the period after which any such payment or failure to convert, borrow or
      prepay.
      The
      applicable Borrower shall also pay any customary administrative fees charged
      by
      such Lender in connection with the foregoing.

    


    For
      purposes of calculating amounts payable by the Borrowers to the Lenders under
      this Section
      3.5,
      each
Lender
      shall be
      deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar
      Base Rate used in determining the Eurodollar Rate for such Loan by a matching
      deposit or other borrowing in the London interbank eurodollar market for a
      comparable amount and for a comparable period, whether or not such Eurodollar
      Rate Loan was in fact so funded.

    


    Section
      3.6 Matters
      Applicable to all Requests for Compensation. 

    


    (a) A
      certificate of the Administrative Agent or any Lender claiming compensation
      under this Article
      III
      and
      setting forth in reasonable detail the additional amount or amounts to be paid
      to it hereunder shall be conclusive if prepared reasonably and in good faith.
      In
      determining such amount, the Administrative Agent or such Lender may use any
      reasonable averaging and attribution methods. 

    


    (b) If
      (i)
      the obligation of any Lender to make Eurodollar Rate Loans shall be suspended
      pursuant to Section
      3.2
      or (ii)
      any Lender has demanded compensation under Section
      3.1
      or
Section
      3.4
      with
      respect to Eurodollar Rate Loans, the applicable Borrower may give notice to
      such Lender through the Administrative Agent that, unless and until such Lender
      notifies such Borrower that the circumstances giving rise to such suspension
      or
      demand for compensation no longer exist, effective 5 Business Days after the
      date of such notice from such Borrower (A) all Loans which would otherwise
      be
      made by such Lender as Eurodollar Rate Loans shall be made instead as Base
      Rate
      Loans (on which interest and principal shall be payable contemporaneously with
      the related Eurodollar Rate Loans of the other Lenders), and (B) after each
      of
      such Lender's Eurodollar Rate Loans has been repaid, all payments of principal
      which would otherwise be applied to Eurodollar Rate Loans shall be applied
      to
      repay such Lender's Base Rate Loans instead.

    


    (c) If
      any
      Lender makes a claim for compensation or other payment under Section
      3.1
      or
Section
      3.4
      or if
      any Lender determines that it is unlawful or impermissible for it to make,
      maintain or fund Eurodollar Rate Loans or Money Market LIBOR Loans pursuant
      to
Section
      3.2,
      the
      applicable Borrower may replace such Lender in accordance with Section
      9.16.
      

    

      
        
           

           

          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      (d) Prior
        to
        giving notice pursuant to Section
        3.2
        or to
        demanding compensation or other payment pursuant to Section
        3.1
        or
Section
        3.4,
        each
        Lender shall consult with the applicable Borrower and the Administrative
        Agent
        with reference to the circumstances giving rise thereto; provided that nothing
        in this Section
        3.6(d)
        shall
        limit the right of any Lender to require full performance by such Borrower
        of
        its obligations under such Sections.

       

    

    ARTICLE
      IV

     

    CONDITIONS

     

    Section
      4.1 Effectiveness.
      This
      Agreement shall become effective on the date that each of the following
      conditions shall have been satisfied:

     

    (a) Receipt
      by the Administrative Agent of the following, each of which shall be originals
      or facsimiles (followed promptly by originals) unless otherwise specified,
      each
      properly executed by a Responsible Officer of the applicable Borrower, each
      dated the Closing Date (or, in the case of certificates of governmental
      officials, a recent date before the Closing Date) and each in form and substance
      satisfactory to the Administrative Agent and its legal counsel:

    


    (i) executed
      counterparts of this Agreement, sufficient in number for distribution to the
      Administrative Agent, each Lender and each Borrower;

    


    (ii) a
      Note
      executed by each Borrower in favor of each Lender requesting a
      Note;

    


    (iii) such
      certificates of resolutions or other action, incumbency certificates and/or
      other certificates of Responsible Officers of each Borrower as the
      Administrative Agent may require evidencing the identity, authority and capacity
      of each Responsible Officer thereof authorized to act as a Responsible Officer
      in connection with this Agreement and the other Loan Documents;

    


    (iv) such
      documents and certifications as the Administrative Agent may reasonably require
      to evidence that each Borrower is duly organized or formed, and that such
      Borrower is validly existing, in good standing and qualified to engage in
      business, in the case of TMCC, California and, in the case of TCPR, in Puerto
      Rico;

    


    (v) a
      favorable opinion of the General Counsel of each Borrower, addressed to the
      Administrative Agent and each Lender, as to the matters and in the form set
      forth in Exhibit
      H;

    


    (vi) a
      favorable opinion of Pietrantoni Méndez & Alvarez LLP, counsel to the
      Administrative Agent, addressed to the Administrative Agent and each Lender,
      as
      to the matters and in the form set forth in Exhibit
      I;

    

      
        
           

           

          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      (vii) a
        favorable opinion of Shearman & Sterling LLP, counsel to the Administrative
        Agent, addressed to the Administrative Agent and each Lender, as to the matters
        and in the form set forth in Exhibit
        J;
        

      


      (viii) on
        the
        Closing Date, the following statements shall be true and the Administrative
        Agent shall have received for the account of each Lender a certificate of
        a
        Responsible Officer of each Borrower, stating that:

      


      (A)
        the
        representations and warranties contained in Article V hereof are  correct
        on and as of the Closing Date; and


    

            
      (B) no event has occurred and is continuing that constitutes a Default;
      and

     

    (ix) such
      other assurances, certificates, documents or consents as the Administrative
      Agent or the applicable Required Lenders reasonably may require.

    


    (b) Any
      fees
      required to be paid on or before the Closing Date shall have been
      paid.

    


    (c) Unless
      waived by the Administrative Agent, the Borrowers shall have paid all Attorney
      Costs of the Administrative Agent to the extent invoiced prior to or on the
      Closing Date, plus such additional amounts of Attorney Costs as shall constitute
      its reasonable estimate of Attorney Costs incurred or to be incurred by it
      through the closing proceedings (provided that such estimate shall not
      thereafter preclude a final settling of accounts between the Borrowers and
      the
      Administrative Agent).

    


    (d) The
      Borrowers shall have terminated the commitments, and paid in full all
      indebtedness, interest, fees and other amounts outstanding, under the Credit
      Agreement (Five Year Facility) dated as of July 30, 2004, among TMCC, TCPR,
      the
      lenders parties thereto, Bank of America, N.A., as syndication agent, The Bank
      of Tokyo-Mitsubishi, Ltd., BNP Paribas and JPMorgan Chase Bank, N.A., as
      documentation agents, and Citicorp USA, Inc., as administrative agent for the
      lenders. Each of the Lenders that is a party to the foregoing credit agreement
      hereby waives, upon execution of this Agreement, the requirement of prior notice
      under such credit agreement relating to the termination of commitments
      thereunder.

    


    Section
      4.2 Conditions
      to all Loans.
      The
      obligation of each Lender to honor any Request for Loans (other than a Committed
      Loan Notice requesting only a conversion of Committed Loans to the other Type,
      or a continuation of Eurodollar Rate Loans) made by any Borrower is subject
      to
      the following conditions precedent:

    


    (a) The
      representations and warranties of such Borrower contained in Article
      V
      (except
      for the representations and warranties set forth in Section
      5.4(b),
      the
      accuracy of which it is expressly agreed shall not be a condition to making
      Loans) shall be true and correct on and as of the date of such Loan, except
      (A)
      to the extent that such representations and warranties specifically refer to
      an
      earlier date, in which case they shall be true and correct as of such earlier
      date, and (B) except that for purposes of this Section
      4.2,
      the
      representations and warranties

      
        
           

           

          
          

        

        
          31

          
            

          

        

        
          
          

        

      
contained in Section
      5.4(a)
      shall be
      deemed to refer to the most recent statements furnished from time to time
      pursuant to Section
      6.1(a).
      
      


      (b) No
        Default with respect to such Borrower shall exist, or would result from such
        proposed Loan.

      


      (c) The
        Administrative Agent shall have received a Request for Loans in accordance
        with
        the requirements hereof.

      


      Each
        Request for Loans (other than a Committed Loan Notice requesting only a
        conversion of Committed Loans to the other Type or a continuation of Eurodollar
        Rate Loans)



    submitted
      by any Borrower shall be deemed to be a representation and warranty by such
      Borrower that the conditions specified in Sections
      4.2(a)
      and
(b)
      have
      been satisfied on and as of the date of the applicable Loans.

     

    ARTICLE
      V

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Each
      Borrower represents and warrants to the Administrative Agent and the Lenders
      that:

     

    Section  5.1
      Corporate
      Existence and Power.
      Such
      Borrower is a corporation duly incorporated, validly existing and in good
      standing under the Laws of its jurisdiction or organization, and has all
      corporate powers and all material governmental licenses, authorizations,
      consents and approvals required to carry on its business as now conducted.
      Such
      Borrower is in compliance with all Laws except (i) where failure to be so could
      not reasonably be expected to cause a material adverse change in the business,
      financial position, results of operations or prospects of such Borrower and
      its
      Consolidated Subsidiaries considered as a whole or (ii) such requirement of
      Law
      or order, writ, injunction or decree is being contested in good faith by
      appropriate proceedings diligently conducted. 

     

    Section  5.2
      Corporate
      and Governmental Authorization: No Contravention.
      The
      execution, delivery and performance by such Borrower of this Agreement and
      each
      other Loan Document are within such Borrower's corporate powers, have been
      duly
      authorized by all necessary corporate action, require no action by or in respect
      of, or filing with, any Governmental Authority and do not contravene, or
      constitute a default under, any provision of applicable Law or of the
      Organization Documents of such Borrower or of any agreement, judgment,
      injunction, order, decree or other instrument binding upon such Borrower or
      any
      of its Subsidiaries.

     

    Section  5.3
      Binding
      Effect.
      This
      Agreement constitutes a valid and binding agreement of such Borrower and each
      other Loan Document, when executed and delivered by such Borrower in accordance
      with this Agreement, will constitute a valid and binding obligation of such
      Borrower, in each case enforceable in accordance with its terms.

     

    Section  5.4
      Financial
      Information.

      
        
           

           

          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      (a) The
        Audited Financial Statements applicable to such Borrower (i) were prepared
        in
        accordance with GAAP consistently applied throughout the period covered thereby,
        except as otherwise expressly noted therein and (ii) fairly present, in
        conformity with GAAP consistently applied throughout the period covered thereby,
        except as otherwise expressly provided therein, (A) in the case of TMCC,
        the
        consolidated financial position of TMCC and its Consolidated Subsidiaries
        as of
        such date and their consolidated results of operations and cash flows for
        such
        fiscal year and (B) in the case of TCPR, the financial position of TCPR as
        of
        such date and its results of operations and cash flow for such fiscal
        year.


    

    (b) Since
      the
      date of the Audited Financial Statements, there has been no material adverse
      change in the business, financial position, results of operations or prospects
      of such Borrower and its Consolidated Subsidiaries, considered as a
      whole.

     

    Section  5.5
      Litigation.
      There
      is no action, suit or proceeding pending against, or to the knowledge of such
      Borrower threatened against or affecting, such Borrower or any of its
      Subsidiaries before any court, arbiter, or Governmental Authority in which
      there
      is a reasonable possibility of an adverse decision which could materially
      adversely affect the business, consolidated financial position or consolidated
      results of operations of such Borrower and its Subsidiaries, considered as
      a
      whole, or which in any manner draws into question the validity of this Agreement
      or any Loan Document.

     

    Section  5.6
      Compliance
      with ERISA.
      Each
      member of the ERISA Group has fulfilled its obligations under the minimum
      funding standards of ERISA and the Internal Revenue Code with respect to each
      Plan and is in compliance in all material respects with the presently applicable
      provisions of ERISA, the Internal Revenue Code and the Puerto Rico Code with
      respect to each Plan. No member of the ERISA Group has (i) sought a waiver
      of
      the minimum funding standard under Section 412 of the Internal Revenue Code
      in
      respect of any Plan, (ii) failed to make any contribution or payment to any
      Plan
      or Multiemployer Plan or in respect of any Benefit Arrangement, or made any
      amendment to any Plan or Benefit Arrangement, which has resulted or could result
      in the imposition of a lien or the posting of a bond or other security under
      ERISA or the Internal Revenue Code or (iii) incurred any liability under Title
      IV of ERISA other than a liability to the PBGC for premiums under Section 4007
      of ERISA.

     

    Section  5.7
      Taxes.
      Such
      Borrower and its Subsidiaries have filed all income tax returns required to
      be
      filed under the Code and the Puerto Rico Code and all other material tax returns
      which are required to be filed by them and have paid all taxes, assessments,
      fees and other governmental charges due pursuant to such returns or pursuant
      to
      any assessment received by such Borrower or any Subsidiary. The charges,
      accruals and reserves on the books of such Borrower and its Subsidiaries in
      respect of taxes or other governmental charges are, in the opinion of such
      Borrower, adequate.

     

    Section  5.8
      Subsidiaries.
      (a) In
      respect of TMCC, each of TMCC's Subsidiaries is a Person duly organized, validly
      existing and in good standing under the Laws of its jurisdiction of
      incorporation, and has all organizational powers and all material governmental
      licenses, authorizations, consents and approvals required to carry on its
      business as now conducted. (b) In respect of TCPR, TCPR does not have any
      Subsidiaries.


    
      
         

         

        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    Section  5.9
      Not
      an Investment Company.
      Such
      Borrower is not an "investment company" within the meaning of the Investment
      Company Act of 1940, as amended.

     

    Section  5.10
      Disclosure.
      All
      information heretofore furnished by such Borrower to the Administrative Agent
      or
      any Lender for purposes of or in connection with this Agreement or any
      transaction contemplated hereby is, and all such information hereafter furnished
      by such Borrower to the Administrative Agent or any Lender will be, true,
      accurate and complete in all material respects on the date as of which such
      information is stated or certified.

     

     

                                                  
ARTICLE
      VI

     

    COVENANTS

     

    Each
      Borrower agrees that, so long as any Lender has any Commitment hereunder to
      such
      Borrower or any Loan or any Obligation of such Borrower hereunder shall remain
      unpaid or unsatisfied:

     

    Section  6.1
      Information.
      Such
      Borrower will deliver to the Administrative Agent and each of the
      Lenders:

     

    (a) as
      soon
      as available and in any event within 120 days after the end of each fiscal
      year
      of such Borrower, a consolidated balance sheet of such Borrower and its
      Consolidated Subsidiaries as of the end of such fiscal year and the related
      consolidated statements of income and cash flows for such fiscal year, setting
      forth in each case in comparative form the figures for the previous fiscal
      year,
      all reported on by independent public accountants of nationally recognized
      standing;

     

    (b) as
      soon
      as available and in any event within 60 days after the end of each of the first
      three quarters of each fiscal year of such Borrower, a consolidated balance
      sheet of such Borrower and its Consolidated Subsidiaries as of the end of such
      quarter and the related consolidated statements of income and cash flows for
      such quarter and for the portion of such Borrower's fiscal year ended at the
      end
      of such quarter setting forth in the case of such statements of income and
      cash
      flow in comparative form the figures for the corresponding quarter and the
      corresponding portion of such Borrower's fiscal year;

     

    (c) simultaneously
      with the delivery of each set of financial statements referred to in subsection
      (a) above, a Compliance Certificate;

     

    (d) within
      5
      days after any officer of such Borrower obtains knowledge of any Default in
      respect of such Borrower, if such Default is then continuing, a certificate
      of
      the chief financial officer or the chief accounting officer of such Borrower
      setting forth the details thereof and the action which such Borrower is taking
      or proposes to take with respect thereto;

     

    (e) promptly
      after the same are available, copies of all annual registration statements
      (other than exhibits thereto, pricing supplements and any registration
      statements (x) on Form S-8 or its equivalent or (y) in connection with asset
      securitization transactions) and reports on Forms 10-K, 10-Q and 8-K (or their
      equivalents) which such Borrower shall have filed with the SEC under Section
      13
      or 15(d) of the Securities Exchange Act of 1934 and not otherwise required
      to be
      delivered to the Administrative Agent pursuant hereto;

      
        
           

           

          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      (f) within
        15
        days after any officer of such Borrower at any time obtains knowledge that
        any
        representation or warranty set forth in Section
        5.6
        would
        not be true if made at such time, a certificate of the chief financial officer
        or the chief accounting officer of such Borrower setting forth the details
        thereof and the action which such Borrower is taking or proposes to take
        with
        respect thereto; 



    (g) promptly
      upon occurrence, notice of any announcement by a Rating Agency of a change
      in a
      Debt Rating that results or will result in a change in the Applicable Rate;
      and


     

    (h) from
      time
      to time such additional information regarding the financial position or business
      of such Borrower and its Subsidiaries as the Administrative Agent, at the
      request of any Lender, may reasonably request.

     

    Documents
      required to be delivered pursuant to Section
      6.1(a),
      (b)
      or
(e)
      may be
      delivered electronically and if so delivered, shall be deemed to have been
      delivered on the date (i) on which such Borrower posts such documents, or
      provides a link thereto on such Borrower's website on the Internet at the
      website address listed on Schedule
      9.2;
      or (ii)
      on which such documents are posted on such Borrower's behalf on
      IntraLinks/IntraAgency or another relevant website, if any, to which each Lender
      and the Administrative Agent have access (whether a commercial, third-party
      website or whether sponsored by the Administrative Agent); provided
      that:
      (i) such Borrower shall deliver paper copies of such documents to the
      Administrative Agent or any Lender that requests such Borrower to deliver such
      paper copies until a written request to cease delivering paper copies is given
      by the Administrative Agent or such Lender and (ii) such Borrower shall notify
      (which may be by facsimile or electronic mail) the Administrative Agent, which
      shall notify the Lenders, of the posting of any such documents and provide
      to
      the Administrative Agent by electronic mail electronic versions (i.e.,
      soft
      copies) of such documents. The Administrative Agent shall have no obligation
      to
      request the delivery or to maintain copies of the documents referred to above,
      and in any event shall have no responsibility to monitor compliance by any
      Borrower with any such request for delivery, and each Lender shall be solely
      responsible for requesting delivery to it or maintaining its copies of such
      documents.

     

    Section  6.2
      Maintenance
      of Property; Insurance.

     

    (a) Such
      Borrower will keep, and will cause each Significant Subsidiary to keep, all
      material property useful and necessary in its business in good working order
      and
      condition, ordinary wear and tear excepted.

     

    (b) Such
      Borrower will maintain, and will cause each Significant Subsidiary to maintain,
      with financially sound and reputable insurance companies insurance in at least
      such amounts and against at least such risks (and with such risk retention)
      as
      are usually insured against by companies of established repute engaged in the
      same or similar business as such Borrower or such Significant Subsidiary, and
      such Borrower will promptly furnish to the Administrative Agent and the Lenders
      such information as to insurance carried as may be reasonably requested in
      writing by the Administrative Agent.


    
      
         

         

        
        

      

      
        35

        
          

        

      

      
        
        

      

    

    Section  6.3
      Conduct
      of Business and Maintenance of Existence.
      Such
      Borrower will continue, and will cause each Significant Subsidiary to continue,
      to engage in business of the same general type as conducted by such Borrower
      and
      its Significant Subsidiaries on the Closing Date, and will preserve, renew
      and
      keep in full force and effect, and will cause each Significant Subsidiary to
      preserve, renew and keep in full force and effect, their respective corporate
      existence and their respective rights, privileges and franchises necessary
      or
      desirable in the normal conduct of business; provided
      that
      nothing in this Section
      6.3
      shall
      prohibit (i) any merger or consolidation involving such Borrower which is
      permitted by Section
      6.6,
      (ii)
      the merger
      of
      a Significant Subsidiary into such Borrower or the merger or consolidation
      of a
      Significant Subsidiary with or into another Person if the corporation surviving
      such consolidation or merger is a Significant Subsidiary and if, in each case,
      after giving effect thereto, no Default with respect to such Borrower shall
      have
      occurred and be continuing or (iii) the termination of the corporate existence
      of any Significant Subsidiary if such Borrower in good faith determines that
      such termination is in the best interest of such Borrower and is not materially
      disadvantageous to the Lenders.

     

    Section  6.4
      Compliance
      with Laws.
      Such
      Borrower will comply, and cause each Significant Subsidiary to comply, in all
      material respects with all applicable Laws (including, without limitation,
      Environmental Laws and ERISA and the rules and regulations thereunder) except
      where the necessity of compliance therewith is contested in good faith by
      appropriate proceedings.

     

    Section  6.5
      Negative
      Pledge.
      Such
      Borrower will not pledge or otherwise subject to any lien any property or assets
      of such Borrower unless the Loans and the Obligations of such Borrower under
      this Agreement are secured by such lien equally and ratably with all other
      obligations secured thereby so long as such other obligations shall be so
      secured; provided,
      however,
      that
      such covenant will not apply to liens securing obligations which do not in
      the
      aggregate at any one time outstanding exceed 20% of Net Tangible Assets (as
      defined below) of such Borrower and it Consolidated Subsidiaries and also will
      not apply to:

     

    (a) the
      pledge of any assets of such Borrower to secure any financing by such Borrower
      of the exporting of goods to or between, or the marketing thereof in,
      jurisdictions other than the United States and Puerto Rico in connection with
      which such Borrower reserves the right, in accordance with customary and
      established banking practice, to deposit, or otherwise subject to a lien, cash,
      securities or receivables, for the purpose of securing banking accommodations
      or
      as the basis for the issuance of bankers' acceptances or in aid of other similar
      borrowing arrangements;

     

    (b) the
      pledge of receivables of such Borrower payable in currencies other than United
      States dollars to secure borrowings in jurisdictions other than the United
      States and Puerto Rico;

     

    (c) any
      deposit
      of
assets
      of
such
      Borrower in
      favor
      of any governmental bodies to secure progress, advance or other payments under
      a
      contract or statute;

     

    (d) any
      lien
      or charge on any property of such Borrower, tangible or intangible, real or
      personal, existing at the time of acquisition or construction of such property
      (including acquisition through merger or consolidation) or given to secure
      the
      payment of all or any part of the purchase or construction price thereof or
      to
      secure any indebtedness incurred prior to, at the time of, or within one year
      after, the acquisition or completion of construction thereof for the purpose
      of
      financing all or any part of the purchase or construction price
      thereof;


    
      
        
           

           

          
          

        

        
          36

          
            

          

        

        
          
          

        

      

    

    (e) bankers’
      liens or rights
      of
      offset;

     

    (f) any
      lien
      securing the performance of any contract or undertaking not directly or
      indirectly in connection with the borrowing of money, obtaining of advances
      or
      credit or the securing of debt, if made and continuing in the ordinary course
      of
      business;

     

    (g) any
      lien
      to secure nonrecourse obligations in connection with such Borrower's engaging
      in
      leveraged or single-investor lease transactions;

     

    (h) any
      lien
      to secure payment obligations with respect to (x) rate swap transactions, swap
      options, basis swaps, forward rate transactions, commodity swaps, commodity
      options, equity or equity index swaps, equity or equity index options, bond
      options, interest rate options, foreign exchange transactions, cap transactions,
      floor transactions, collar transactions, currency swap transactions,
      cross-currency rate swap transactions, currency options, credit protection
      transactions, credit swaps, credit default swaps, credit default options, total
      return swaps, credit spread transactions, repurchase transactions, reverse
      repurchase transactions,
      buy/sell-back transactions, securities lending transactions, weather index
      transactions, or forward purchases or sales of a security, commodity or other
      financial instrument or interest (including any option with respect to any
      of
      these transactions), or (y) transactions that are similar those described above;
      

    
    (i) for
      the
      avoidance of doubt, any lien or security interest granted or arising in
      connection with a bona
      fide securitization
      transaction by which such Borrower sells vehicle loan receivables, vehicle
      installment contracts, vehicle leases (together with or without the underlying
      vehicles), and/or other receivables or assets, the records relating thereto
      and
      the proceeds, rights and benefits accruing to it thereunder (the “Securitized
      Assets”)
      and
      underlying vehicles if not included with the Securitized Assets to a trust
      or
      entity established for the purpose of, among other things, purchasing, holding
      or owning Securitized Assets; and

     

    (j) any
      extension, renewal or replacement (or successive extensions, renewals or
      replacements), in whole or in part, of any lien, charge or pledge referred
      to in
      the foregoing clauses (a) to (i), inclusive, of this Section
      6.5;
      provided,
      however,
      that
      the amount of any and all obligations and indebtedness secured thereby shall
      not
      exceed the amount thereof so secured immediately prior to the time of such
      extension, renewal or replacement and that such extension, renewal or
      replacement shall be limited to all or a part of the property which secured
      the
      charge or lien so extended, renewed or replaced (plus improvements on such
      property).

     

    "Net
      Tangible Assets"
      means,
      with respect to any Borrower, the aggregate amount of assets (less applicable
      reserves and other properly deductible items) of such Borrower and its
      Consolidated Subsidiaries after deducting therefrom all goodwill, trade names,
      trademarks, patents, unamortized debt discount and expense and other like
      intangibles of such Borrower and its Consolidated Subsidiaries, all as set
      forth
      on the most recent balance sheet of such Borrower and its Consolidated
      Subsidiaries prepared in accordance with GAAP.

    

      
        
           

           

          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      Section  6.6
        Consolidations.
        Mergers
        and Sales of Assets.
        (a) Such
        Borrower shall not consolidate with or merge into any other Person or convey,
        transfer or lease (whether in one transaction or in a series of transactions)
        all or substantially all of its properties and assets to any Person,
        unless:

       

    

    (i) the
      Person formed by such consolidation or into which such Borrower is merged or
      the
      Person which acquires by conveyance or transfer, or which leases, all or
      substantially all of the properties and assets of such Borrower shall be a
      Person organized and existing under the Laws of the United States of America,
      any State thereof, the District of Columbia or Puerto Rico (the "Successor
      Corporation")
      and
      shall expressly assume, by an amendment or supplement to this Agreement, signed
      by such Borrower and such Successor Corporation and delivered to the
      Administrative Agent, such Borrower's obligation with respect to the due and
      punctual payment of the principal of and interest on all the Loans made to
      such
      Borrower and the due and punctual payment of all other Obligations payable
      by
      such Borrower hereunder and the performance or observance of every covenant
      herein on the part of such Borrower to be performed or observed; 

     

    (ii) immediately
      after giving effect to such transaction and treating any indebtedness which
      becomes an obligation of such Borrower as a result of such transaction as having
      been incurred by such Borrower at the time of such transaction, no Default
      with
      respect to such Borrower shall have happened and be continuing;

     

    (iii) if,
      as a
      result of any such consolidation or merger or such conveyance, transfer or
      lease, properties or assets of such Borrower would become subject to a mortgage,
      pledge, lien, security interest or other encumbrance which would not be
      permitted by Section
      6.5
      hereof,
      such Borrower or the Successor Corporation, as the case may be, takes such
      steps
      as shall be necessary effectively to secure the Loans and the Obligations of
      such Borrower under this Agreement equally and ratably with (or prior to) all
      indebtedness secured thereby; and

     

    (iv) such
      Borrower has delivered to the Administrative Agent a certificate signed by
      an
      executive officer and a written opinion or opinions of counsel satisfactory
      to
      the Administrative Agent (who may be counsel to such Borrower), each stating
      that such amendment or supplement to this Agreement complies with this
Section
      6.6
      and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with.

     

    (b) Upon
      any
      consolidation or merger or any conveyance, transfer or lease of all or
      substantially all of the properties and assets of such Borrower in accordance
      with Section
      6.6(a),
      the
      Successor Corporation shall succeed to, and be substituted for, and may exercise
      every right and power of, such Borrower under this Agreement and the Loans
      with
      the same effect as if the Successor Corporation had been named as a Borrower
      therein and herein, and thereafter, such Borrower, except in the case of a
      lease
      of such Borrower's properties and assets, shall be released from its liability
      as obligor on any of the Loans and under this Agreement.

      
        
           

           

          
          

        

        
          38

          
            

          

        

        
          
          

        

      

      Section  6.7
        Use
        of Proceeds.
        The
        proceeds of the Loans made under this Agreement will be used by such Borrower
        for its general corporate purposes including, without limitation, the refunding
        of its maturing commercial paper. 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.
        During
        the Tranche A Availability Period and the Tranche B Availability Period,
        as
        applicable, subject to the other terms and conditions of this Agreement,
        such
        Borrower may request and use the proceeds of Loans of one Type to repay
        outstanding Loans of another Type.


    

                                                  ARTICLE
      VII

     

    DEFAULTS

     

    Section  7.1
      Events
      of Default.
      If one
      or more of the following events ("Events of Default") shall have occurred and
      be
      continuing with respect to a Borrower:

     

    (a) such
      Borrower shall fail to pay when due any principal of any Loan made to it or
      shall fail to pay within 5 days of the due date thereof any interest on any
      Loan, any fees or any other amount payable by it hereunder; 

     

    (b) such
      Borrower shall fail to observe or perform any covenant contained in Section
      6.1(d),
      Section
      6.5,
      Section
      6.6
      or
Section
      6.7;

     

    (c) such
      Borrower shall fail to observe or perform any covenant or agreement contained
      in
      this Agreement (other than those covered by clause (a) or (b) above) for 30
      days
      after notice thereof has been given to such Borrower by the Administrative
      Agent
      at the request of any Lender;

     

    (d) any
      representation, warranty, certification or statement made by such Borrower
      in
      this Agreement or in any certificate, financial statement or other document
      delivered pursuant to this Agreement shall prove to have been incorrect in
      any
      material respect when made (or deemed made);

     

    (e) indebtedness
      for borrowed money of such Borrower or any of its Subsidiaries in an aggregate
      amount in excess of $50,000,000 shall not be paid when due or shall be
      accelerated prior to its stated maturity date and, within 10 days after written
      notice thereof is given to such Borrower by the Administrative Agent, such
      indebtedness shall not be discharged or such acceleration shall not be rescinded
      or annulled; 

    


    (f) such
      Borrower or any Significant Subsidiary of such Borrower shall commence or
      consent to the commencement of any proceeding under any Debtor Relief Law,
      or
      makes an assignment for the benefit of creditors; or applies for or consents
      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 such Person and the appointment continues undischarged or unstayed for 60
      calendar days; or any proceeding under any Debtor Relief Law relating to any
      such Person or to all or any material part of its property is instituted without
      the consent of such Person and continues undismissed or unstayed for 60 calendar
      days, or an order for relief is entered in any such proceeding; 

      
        
           

           

          
          

        

        
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      (g) any
        member of the ERISA Group shall fail to pay when due an amount or amounts
        aggregating in excess of $10,000,000 which it shall have become liable to
        pay
        under Title IV of ERISA; or notice of intent to terminate a Material Plan
        shall
        be filed under Title IV of ERISA by any member of the ERISA Group, any plan
        administrator or any combination of the foregoing; or the PBGC shall institute
        proceedings under Title IV of ERISA to terminate, to impose liability (other
        than for premiums under Section 4007 of ERISA) in respect of, or to cause
        a
        trustee to be appointed to administer any Material Plan; or a condition shall
        exist by reason
        of
        which the PBGC would be entitled to obtain a decree adjudicating that any
        Material Plan must be terminated; or there shall occur a complete or partial
        withdrawal from, or a default, within the meaning of Section 4219(c)(5) of
        ERISA, with respect to, one or more Multiemployer Plans which could cause
        one or
        more members of the ERISA Group to incur a current payment obligation in
        excess
        of $50,000,000;

    

     

    (h) judgments
      or orders for the payment of money in excess of $50,000,000 in the aggregate
      shall be rendered against such Borrower or any Significant Subsidiary of such
      Borrower and such judgments or orders shall continue unsatisfied and unstayed
      for a period of 30 days; or

     

    (i) such
      Borrower shall cease to be a TMC Consolidated Subsidiary;

     

    then,
      and
      in every such event, the Administrative Agent shall, at the request of, or
      may,
      with the consent of, the applicable Required Lenders and after notice to the
      applicable Borrower (i) terminate the commitment of each Lender to make Loans
      to
      such Borrower, and they shall thereupon terminate, and (ii) declare the unpaid
      principal amount of all outstanding Loans made to such Borrower, all interest
      accrued and unpaid thereon, and all other amounts owing or payable hereunder
      or
      under any other Loan Document by such 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 each Borrower; provided,
      however,
      that
      upon the occurrence of an actual or deemed entry of an order for relief with
      respect to any Borrower under the Bankruptcy Code of the United States, the
      obligation of each Lender to make Loans to such Borrower shall automatically
      terminate, the unpaid principal amount of all outstanding Loans made to such
      Borrower and all interest and other amounts as aforesaid shall automatically
      become due and payable.

     

    Section
      7.2 Application
      of Funds. After
      the
      exercise of remedies provided for in Section
      7.1
      (or
      after the Loans have automatically become immediately due and payable), any
      amounts received on account of the Obligations of any Borrower shall be applied
      by the Administrative Agent in the following order:

    


    First,
      to
      payment of that portion of the Obligations of such Borrower constituting fees,
      indemnities, expenses and other amounts (including Attorney Costs and amounts
      payable under Article
      III)
      payable
      to the Administrative Agent in its capacity as such;

    

      
        
           

           

          
          

        

        
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      Second,
        to
        payment of that portion of the Obligations of such Borrower constituting
        fees,
        indemnities and other amounts (other than principal and interest) payable
        to the
        appropriate Lenders (including Attorney Costs and amounts payable under
Article
        III),
        ratably among them in proportion to the amounts described in this clause
        Second
        payable
        to them;

      


      Third,
        to
        payment of that portion of the Obligations of such Borrower constituting
        accrued
        and unpaid interest on the Loans, ratably among the appropriate Lenders in
        proportion to the respective amounts described in this clause Third
        payable
        to them;

       

    

    Fourth,
      to
      payment of that portion of the Obligations of such Borrower constituting unpaid
      principal of the Loans, ratably among the appropriate Lenders in proportion
      to
      the respective amounts described in this clause Fourth
      held by
      them; and

    


    Last,
      the
      balance, if any, after all of the Obligations of such Borrower have been
      indefeasibly paid in full, to such Borrower or as otherwise required by
      Law.

    


    ARTICLE
      VIII

     

    THE
      ADMINISTRATIVE AGENT

     

    Section
      8.1 Appointment
      and Authorization of Administrative Agent. 
      Each
      Lender hereby irrevocably appoints, designates and authorizes the Administrative
      Agent to take such action on its behalf under the provisions of this Agreement
      and each other Loan Document and to exercise such powers and perform such duties
      as are expressly delegated to it by the terms of this Agreement or any other
      Loan Document, together with such powers as are reasonably incidental thereto.
      Notwithstanding any provision to the contrary contained elsewhere herein or
      in
      any other Loan Document, the Administrative Agent shall not have any duties
      or
      responsibilities, except those expressly set forth herein, nor shall the
      Administrative Agent have or be deemed to have any fiduciary relationship with
      any Lender or participant, and no implied covenants, functions,
      responsibilities, duties, obligations or liabilities shall be read into this
      Agreement or any other Loan Document or otherwise exist against the
      Administrative Agent. Without limiting the generality of the foregoing sentence,
      the use of the term "agent" herein and in the other Loan Documents with
      reference to the Administrative Agent is not intended to connote any fiduciary
      or other implied (or express) obligations arising under agency doctrine of
      any
      applicable Law. Instead, such term is used merely as a matter of market custom,
      and is intended to create or reflect only an administrative relationship between
      independent contracting parties.

    


    Section
      8.2 Delegation
      of Duties.
      The
      Administrative Agent may execute any of its duties under this Agreement or
      any
      other Loan Document by or through agents, employees or attorneys-in-fact and
      shall be entitled to advice of counsel and other consultants or experts
      concerning all matters pertaining to such duties. The Administrative Agent
      shall
      not be responsible for the negligence or misconduct of any agent or
      attorney-in-fact that it selects in the absence of gross negligence or willful
      misconduct.

    

      
        
           

           

          
          

        

        
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      Section
        8.3 Liability
        of Administrative Agent. No
        Agent-Related Person shall (a) be liable for any action taken or omitted
        to be
        taken by any of them under or in connection with this Agreement or any other
        Loan Document or the transactions contemplated hereby (except for its own
        gross
        negligence or willful misconduct in connection with its duties expressly
        set
        forth herein), or (b) be responsible in any manner to any Lender or participant
        for any recital, statement, representation or warranty made by any Borrower
        or
        any officer thereof, contained herein or in any other Loan Document, or in
        any
        certificate, report, statement or other document referred to or provided
        for in,
        or received by the Administrative Agent under or in connection with, this
        Agreement or any other Loan Document, or the validity, effectiveness,
        genuineness, enforceability or sufficiency of this Agreement or any other
        Loan
        Document, or for any failure of any
        Borrower or any other party to any Loan Document to perform its obligations
        hereunder or thereunder. No Agent-Related Person shall be under any obligation
        to any Lender or participant to ascertain or to inquire as to the observance
        or
        performance of any of the agreements contained in, or conditions of, this
        Agreement or any other Loan Document, or to inspect the properties, books
        or
        records of any Borrower or any Affiliate thereof.

    

    


    Section
      8.4 Reliance
      by Administrative Agent. 

    


    (a) The
      Administrative Agent shall be entitled to rely, and shall be fully protected
      in
      relying, upon any writing, communication, signature, resolution, representation,
      notice, consent, certificate, affidavit, letter, facsimile or telephone message,
      electronic mail message, statement or other document or conversation believed
      by
      it to be genuine and correct and to have been signed, sent or made by the proper
      Person or Persons, and upon advice and statements of legal counsel (including
      counsel to the Borrowers), independent accountants and other experts selected
      by
      the Administrative Agent. The Administrative Agent shall be fully justified
      in
      failing or refusing to take any action under any Loan Document unless it shall
      first receive such advice or concurrence of the applicable Required Lenders
      as
      it deems appropriate and, if it so requests, it shall first be indemnified
      to
      its satisfaction by the Lenders against any and all liability and expense which
      may be incurred by it by reason of taking or continuing to take any such action.
      The Administrative Agent shall in all cases be fully protected in acting, or
      in
      refraining from acting, under this Agreement or any other Loan Document in
      accordance with a request or consent of the applicable Required Lenders (or
      such
      greater number of Lenders as may be expressly required hereby in any instance)
      and such request and any action taken or failure to act pursuant thereto shall
      be binding upon all the Lenders.

    


    (b) For
      purposes of determining compliance with the conditions specified in Section
      4.1,
      each
      Lender that has signed this Agreement shall be deemed to have consented to,
      approved or accepted or to be satisfied with, each document or other matter
      required thereunder to be consented to or approved by or acceptable or
      satisfactory to a Lender unless the Administrative Agent shall have received
      notice from such Lender prior to the proposed Closing Date specifying its
      objection thereto.

    


    Section
      8.5 Notice
      of Default. The
      Administrative Agent shall not be deemed to have knowledge or notice of the
      occurrence of any Default, except with respect to defaults in the payment of
      principal, interest and fees required to be paid to the Administrative Agent
      for
      the account of the Lenders, unless the Administrative Agent shall have received
      written notice from a Lender or a Borrower referring to this Agreement,
      describing such Default and stating that such notice is a "notice of default."
      The Administrative Agent will notify the Lenders of its receipt of any such
      notice. The Administrative Agent shall take such action with respect to such
      Default as may be directed by the applicable Required Lenders in accordance
      with
Article
      VII;
      provided,
      however,
      that
      unless and until the Administrative Agent has received any such direction,
      the
      Administrative Agent may (but shall not be obligated to) take such action,
      or
      refrain from taking such action, with respect to such Default as it shall deem
      advisable or in the best interest of the Lenders.

      
        
           

           

          
          

        

        
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      Section
        8.6 Credit
        Decision; Disclosure of Information by Administrative Agent. Each
        Lender acknowledges that no Agent-Related Person has made any representation
        or
        warranty to it,
        and
        that no act by the Administrative Agent hereafter taken, including any consent
        to and acceptance of any assignment or review of the affairs of any Borrower
        or
        any Affiliate thereof, shall be deemed to constitute any representation or
        warranty by any Agent-Related Person to any Lender as to any matter, including
        whether Agent-Related Persons have disclosed material information in their
        possession. Each Lender acknowledges that it has, independently and without
        reliance upon any Agent-Related Person and based on such documents and
        information as it has deemed appropriate, made its own appraisal of and
        investigation into the business, prospects, operations, property, financial
        and
        other condition and creditworthiness of each Borrower, and all applicable
        bank
        or other regulatory Laws relating to the transactions contemplated hereby,
        and
        made its own decision to enter into this Agreement and to extend credit to
        a
        Borrower hereunder. Each Lender also acknowledges that it will, independently
        and without reliance upon any Agent-Related Person and based on such documents
        and information as it shall deem appropriate at the time, continue to make
        its
        own credit analysis, appraisals and decisions in taking or not taking action
        under this Agreement and the other Loan Documents, and to make such
        investigations as it deems necessary to inform itself as to the business,
        prospects, operations, property, financial and other condition and
        creditworthiness of each Borrower. Except for notices, reports and other
        documents expressly required to be furnished to the Lenders by the
        Administrative Agent herein, the Administrative Agent shall not have any
        duty or
        responsibility to provide any Lender with any credit or other information
        concerning the business, prospects, operations, property, financial and other
        condition or creditworthiness of any Borrower or any of its Affiliates which
        may
        come into the possession of any Agent-Related Person.

    

    


    Section
      8.7 Indemnification
      of Administrative Agent.
      Whether
      or not the transactions contemplated hereby are consummated, the Lenders shall
      indemnify upon demand each Agent-Related Person (to the extent not reimbursed
      by
      or on behalf of the Borrowers and without limiting the obligation of the
      Borrowers to do so), pro rata, and hold harmless each Agent-Related Person
      from
      and against any and all Indemnified Liabilities incurred by it; provided,
      however,
      that no
      Lender shall be liable for the payment to any Agent-Related Person of any
      portion of such Indemnified Liabilities to the extent determined in a final,
      nonappealable judgment by a court of competent jurisdiction to have resulted
      from such Agent-Related Person's
      own
      gross negligence or willful misconduct; provided,
      however,
      that no
      action taken in accordance with the directions of the applicable Required
      Lenders shall be deemed to constitute gross negligence or willful misconduct
      for
      purposes of this Section; provided,
      further,
      that
      such Indemnified Liability was incurred by or asserted against such
      Agent-Related Person acting as or for the Administrative Agent in connection
      with such capacity. Without limitation of the foregoing, each Lender shall
      reimburse the Administrative Agent upon demand for its ratable share of any
      costs or out-of-pocket expenses (including Attorney Costs) incurred by the
      Administrative Agent in connection with the preparation, execution, delivery,
      administration, modification, amendment or enforcement (whether through
      negotiations, legal proceedings or otherwise) of, or legal advice in respect
      of
      rights or responsibilities under, this Agreement, any other Loan Document,
      or
      any document contemplated by or referred to herein, to the extent that the
      Administrative Agent is not reimbursed for such expenses by or on behalf of
      the
      Borrowers. The undertaking in this Section shall survive termination of the
      Aggregate Commitments, the payment of all other Obligations and the resignation
      of the Administrative Agent.


    
      
         

         

        
        

      

      
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    Section
      8.8 Administrative
      Agent in its Individual Capacity.
      CUSA and
      its Affiliates may make loans to, issue letters of credit for the account of,
      accept deposits from, acquire equity interests in and generally engage in any
      kind of banking, trust, financial advisory, underwriting or other business
      with
      each Borrower and its Affiliates as though CUSA were not the Administrative
      Agent hereunder and without notice to or consent of the Lenders. The Lenders
      acknowledge that, pursuant to such activities, CUSA or its Affiliates may
      receive information regarding a Borrower or any of its Affiliates (including
      information that may be subject to confidentiality obligations in favor of
      a
      Borrower or such Affiliate) and acknowledge that the Administrative Agent shall
      be under no obligation to provide such information to them. With respect to
      its
      Loans, CUSA shall have the same rights and powers under this Agreement as any
      other Lender and may exercise such rights and powers as though it were not
      the
      Administrative Agent, and the terms "Lender" and "Lenders" include CUSA in
      its
      individual capacity.

    


    Section
      8.9 Successor
      Administrative Agent.
      The
      Administrative Agent may resign as Administrative Agent upon 30 days' notice
      to
      the Lenders. If the Administrative Agent resigns under this Agreement, the
      Required Lenders shall appoint from among the Lenders a successor administrative
      agent for the Lenders, which successor administrative agent shall be consented
      to by the Borrowers in writing at all times other than during the existence
      of
      an Event of Default (which consent of the Borrowers shall not be unreasonably
      withheld). If no successor administrative agent is so appointed prior to the
      effective date of the resignation of the Administrative Agent, the
      Administrative Agent may appoint, after consulting with the Lenders and the
      Borrowers, a successor administrative agent from among the Lenders. Upon the
      acceptance of its appointment as successor administrative agent hereunder,
      the
      Person acting as such successor administrative agent shall succeed to all the
      rights, powers and duties of the retiring Administrative Agent and the term
      "Administrative Agent" shall mean such successor administrative agent, and
      the
      retiring Administrative Agent's appointment, powers and duties as Administrative
      Agent shall be terminated. After any retiring Administrative Agent's resignation
      hereunder as Administrative Agent, the provisions of this Article
      VIII
      and
Sections 9.4
      and
      9.5
      shall
      inure to its benefit as to any actions taken or omitted to be taken by it while
      it was Administrative Agent under this Agreement. If no successor administrative
      agent has accepted appointment as Administrative Agent by the date which is
      30
      days following a retiring Administrative Agent's notice of resignation, the
      retiring Administrative Agent's resignation shall nevertheless thereupon become
      effective and the Lenders shall perform all of the duties of the Administrative
      Agent hereunder until such time, if any, as the Required Lenders appoint a
      successor agent as provided for above.

    

      
        
           

           

          
          

        

        
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      Section
        8.10 Administrative
        Agent May File Proofs of Claim. 
        In case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other judicial
        proceeding relative to a Borrower, the Administrative Agent (irrespective
        of
        whether the principal of any Loan shall then be due and payable as herein
        expressed or by declaration or otherwise and irrespective of whether the
        Administrative Agent shall have made any demand on such Borrower) shall be
        entitled and empowered, by intervention in such proceeding or
        otherwise

      


      (a) to
        file
        and prove a claim for the whole amount of the principal and interest owing
        and
        unpaid in respect of the Loans and all other Obligations that are owing by
        such
        Borrower and
        unpaid and to file such other documents as may be necessary or advisable
        in
        order to have the claims of the Lenders and the Administrative Agent (including
        any claim for the reasonable compensation, expenses, disbursements and advances
        of the Lenders and the Administrative Agent and their respective agents and
        counsel and all other amounts due the Lenders and the Administrative Agent
        under
Section
        2.8
        and
Section
        9.4)
        allowed
        in such judicial proceeding; and

    

    


    (b) to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

    


    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender to make such payments to the Administrative Agent and, in the event
      that
      the Administrative Agent shall consent to the making of such payments directly
      to the Lenders, to pay to the Administrative Agent any amount due for the
      reasonable compensation, expenses, disbursements and advances of the
      Administrative Agent and its agents and counsel, and any other amounts due
      the
      Administrative Agent under Section
      2.8
      and
Section
      9.4.
      Nothing
      contained herein shall be deemed to authorize the Administrative Agent to
      authorize or consent to or accept or adopt on behalf of any Lender any plan
      of
      reorganization, arrangement, adjustment or composition affecting the Obligations
      or the rights of any Lender or to authorize the Administrative Agent to vote
      in
      respect of the claim of any Lender in any such proceeding.

    


    Section
      8.11 Other
      Agents, Arrangers and Managers.
      None of
      the Lenders or other Persons identified on the facing page or signature pages
      of
      this Agreement as a "syndication agent," "documentation agent," "co-agent,"
      "book manager," "lead manager," "arranger," "lead arranger" or "co-arranger"
      shall have any right, power, obligation, liability, responsibility or duty
      under
      this Agreement other than, in the case of such Lenders, those applicable to
      all
      Lenders as such. Without limiting the foregoing, none of the Lenders or other
      Persons so identified shall have or be deemed to have any fiduciary relationship
      with any Lender. Each Lender acknowledges that it has not relied, and will
      not
      rely, on any of the Lenders or other Persons so identified in deciding to enter
      into this Agreement or in taking or not taking action hereunder.

    

      
        
           

           

          
          

        

        
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    ARTICLE
      IX

    


    MISCELLANEOUS

    Section
      9.1 Amendments,
      Etc.
      Except
      as otherwise set forth in the last sentence of this Section, no amendment or
      waiver of any provision of this Agreement or any other Loan Document, and no
      consent to any departure by any Borrower therefrom, shall be effective unless
      in
      writing signed by the applicable Required Lenders and the applicable Borrower,
      and acknowledged by the Administrative Agent, and each such waiver or consent
      shall be effective only in the specific instance and for the specific purpose
      for which given; provided,
      however,
      that no
      such amendment, waiver or consent shall:

    


    (a) waive
      any
      condition set forth in Section
      4.1(a)
      without
      the written consent of each Lender;

     

    (b) extend
      or
      increase the Commitment of any Lender (or reinstate any Commitment terminated
      pursuant to Section
      7.1)
      without
      the written consent of such Lender;

    


    (c) postpone
      any date fixed by this Agreement or any other Loan Document for any payment
      of
      principal, interest, fees or other amounts due to the Lenders (or any of them)
      hereunder or under any other Loan Document without the written consent of each
      Lender directly affected thereby;

    


    (d) reduce
      the principal of, or the rate of interest specified herein on, any Loan, or
      any
      fees or other amounts payable hereunder or under any other Loan Document without
      the written consent of each Lender directly affected thereby; provided,
      however,
      that
      only the consent of the applicable Required Lenders shall be necessary to amend
      the definition of "Default Rate" or to waive any obligation of any Borrower
      to
      pay interest at the Default Rate;

    


    (e) change
      Section
      2.12
      or
Section
      7.2
      in a
      manner that would alter the pro rata sharing of payments required thereby
      without the written consent of each affected Lender;

    


    (f) change
      any provision of this Section or the definition of "Required Lenders" or any
      other provision hereof specifying the number or percentage of Lenders required
      to amend, waive or otherwise modify any rights hereunder or make any
      determination or grant any consent hereunder, without the written consent of
      each Lender that has a commitment under the affected Tranche; 

    


    provided further,
      that
      (i) no amendment, waiver or consent shall, unless in writing and signed by
      the
      Administrative Agent in addition to the Lenders required above, affect the
      rights or duties of the Administrative Agent under this Agreement or any other
      Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges
      thereunder waived, in a writing executed only by the parties thereto.
      Notwithstanding anything to the contrary herein, any amendment or waiver of
      any
      term of any Money Market Loan (except the increase in the principal amount
      thereof or the extension of any Interest Period until after the Revolving
      Maturity Date) made by a Lender hereunder shall be effective if signed by such
      Lender and the applicable Borrower and acknowledged by the Administrative
      Agent and
      (ii)
      no Defaulting Lender shall have any right to approve or disapprove any
      amendment, waiver or consent hereunder, except that the Commitment of such
      Lender may not be increased or extended without
      the consent of such Lender.

    


    
      
         

         

        
        

      

      
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    Section
      9.2 Notices
      and Other Communications; Facsimile Copies.  

    


    (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 (c) 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:


    (i) if
      to a
      Borrower or the Administrative Agent, to the address, facsimile number,
      electronic mail address or telephone number specified for such Person on
Schedule
      9.2
      or to
      such other address, facsimile number, electronic mail address or telephone
      number as shall be designated by such party in a notice to the other parties;
      and 

    


    (ii) if
      to any
      other Lender, to the address, facsimile number, electronic mail address or
      telephone number specified in its Administrative Questionnaire or to such other
      address, facsimile number, electronic mail address or telephone number as shall
      be designated by such party in a notice to the Borrowers and the Administrative
      Agent.

    


    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 (which form of delivery is subject to the provisions of subsection (c)
      below), when delivered; provided,
      however,
      that
      notices and other communications to the Administrative Agent 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) Effectiveness
      of Facsimile Documents and Signatures.
      Loan
      Documents may be transmitted and/or signed by facsimile. The effectiveness
      of
      any such documents and signatures shall, subject to applicable Law, have the
      same force and effect as manually-signed originals and shall be binding on
      the
      Borrowers, the Administrative Agent and the Lenders. The Borrowers may also
      require that any such documents and signatures be confirmed by a manually-signed
      original thereof; provided,
      however,
      that
      the failure to request or deliver the same shall not limit the effectiveness
      of
      any facsimile document or signature.

    


    (c) Limited
      Use of Electronic Mail. Electronic
      mail and Internet and intranet websites may be used only to distribute routine
      communications, such as financial statements and other information as provided
      in Section
      6.1,
      and to
      distribute Loan Documents for execution by the parties thereto, and may not
      be
      used for any other purpose.

    

      
        
           

           

          
          

        

        
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      (d) Reliance
        by Administrative Agent and Lenders. The
        Administrative Agent and the Lenders shall be entitled to rely and act upon
        any
        notices (including telephonic Committed Loan Notices) purportedly given by
        or on
        behalf of a Responsible Officer of a Borrower or any other Person designated
        in
        writing by a Responsible Officer of a Borrower to the Administrative Agent
        even
        if (i) such notices were not otherwise made in a manner specified herein,
        were
        incomplete or were not preceded or followed by any other form of notice
        specified herein, or (ii) the terms thereof, as understood by the recipient,
        varied from any confirmation thereof. The Borrowers shall indemnify each
        Agent-Related Person and each Lender from all losses, costs, expenses and
        liabilities resulting from the reliance by such Person on each notice
        purportedly given by or on behalf of a Responsible Officer of a Borrower
        or any
        other Person designated in writing by a Responsible Officer of a Borrower
        to the
        Administrative Agent. All telephonic notices to and other communications
        with
        the Administrative Agent may be recorded by the Administrative Agent, and
        each
        of the parties hereto hereby consents to such recording.

       

    

    Section
      9.3 No
      Waiver; Cumulative Remedies. No
      failure by any Lender or the Administrative Agent to exercise, and no delay
      by
      any such Person in exercising, any right, remedy, power or privilege hereunder
      shall operate as a waiver thereof; nor shall any single or partial exercise
      of
      any right, remedy, power or privilege hereunder preclude any other or further
      exercise thereof or the exercise of any other right, remedy, power or privilege.
      The rights, remedies, powers and privileges herein provided are cumulative
      and
      not exclusive of any rights, remedies, powers and privileges provided by
      Law.

    


    Section
      9.4 Attorney
      Costs, Expenses and Taxes. The
      Borrowers agree (a) to pay or reimburse the Administrative Agent for all costs
      and expenses incurred in connection with the development, preparation,
      negotiation and execution of this Agreement and the other Loan Documents and
      any
      amendment, waiver, consent or other modification of the provisions hereof and
      thereof (whether or not the transactions contemplated hereby or thereby are
      consummated), and the consummation and administration of the transactions
      contemplated hereby and thereby, including all Attorney Costs, and (b) to pay
      or
      reimburse the Administrative Agent and each Lender for all costs and expenses
      incurred in connection with the enforcement, attempted enforcement, or
      preservation of any rights or remedies under this Agreement or the other Loan
      Documents (including all such costs and expenses incurred during any "workout"
      or restructuring in respect of the Obligations and during any legal proceeding,
      including any proceeding under any Debtor Relief Law), including all Attorney
      Costs. The foregoing costs and expenses shall include all search and filing
      charges and fees and taxes related thereto, and other out-of-pocket expenses
      incurred by the Administrative Agent and the cost of independent public
      accountants and other outside experts retained by the Administrative Agent
      or
      any Lender. All amounts due under this Section
      9.4
      shall be
      payable within ten Business Days after delivery to the Borrowers of a
      certificate setting forth in reasonable detail the basis for the amounts
      demanded. The agreements in this Section shall survive the termination of the
      Aggregate Commitments and repayment of all other Obligations.

    


    Section
      9.5 Indemnification
      by the Borrowers. Whether
      or not the transactions contemplated hereby are consummated, the Borrowers
      shall
      indemnify and hold harmless each Agent-Related Person, each Lender and their
      respective Affiliates, directors, officers, employees, counsel, agents and
      attorneys-in-fact (collectively the "Indemnitees")
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      claims, demands, actions, judgments, suits, costs, expenses and disbursements
      (including Attorney Costs) of any kind or nature whatsoever which may at any
      time be imposed on, incurred by or asserted against any such Indemnitee in
      any
      way relating to or arising out of or in connection with (a) the execution,
      delivery, enforcement, performance or administration of any Loan Document or
      any
      other agreement, letter or instrument delivered in connection with the
      transactions contemplated thereby or the consummation of the transactions
      contemplated thereby, (b) any Commitment, Loan or the use or proposed use of
      the
      proceeds therefrom, or (c)
      any
      actual or prospective claim, litigation, investigation or proceeding relating
      to
      any of the foregoing, whether based on contract, tort or any other theory
      (including any investigation of, preparation for, or defense of any pending
      or
      threatened claim, investigation, litigation or proceeding) and regardless of
      whether any Indemnitee is a party thereto (all the foregoing, collectively,
      the
      "Indemnified
      Liabilities");
      provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such


    
      
         

        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    liabilities,
      obligations, losses, damages, penalties, claims, demands, actions, judgments,
      suits, costs, expenses or disbursements are determined by a court of competent
      jurisdiction by final and nonappealable judgment to have resulted from the
      gross
      negligence or willful misconduct of such Indemnitee. No Indemnitee shall be
      liable for any damages arising from the use by others of any information or
      other materials obtained through IntraLinks or other similar information
      transmission systems in connection with this Agreement, nor shall any Indemnitee
      have any liability for any indirect or consequential damages relating to this
      Agreement or any other Loan Document or arising out of its activities in
      connection herewith or therewith (whether before or after the Closing Date).
      All
      amounts due under this Section
      9.5
      shall be
      payable within 10 Business Days after the Borrowers receive demand therefor
      setting forth in reasonable detail the basis for such demand. The agreements
      in
      this Section shall survive the resignation of the Administrative Agent, the
      replacement of any Lender, the termination of the Aggregate Commitments and
      the
      repayment, satisfaction or discharge of all the other Obligations.
      Notwithstanding the foregoing, the Borrowers shall not, in connection with
      any
      single proceeding or series of related proceedings in the same jurisdiction,
      be
      liable for the fees and expenses of more than one separate firm or internal
      legal department (in addition to any local counsel) for all Indemnitees, such
      firm or internal legal department to be selected by the Administrative Agent;
      provided that if an Indemnitee shall have reasonably concluded that (i) there
      may be legal defenses available to it which are different from or additional
      to
      those available to other Indemnitees and may conflict therewith or (ii) the
      representation of such Indemnitee and the other Indemnitees by the same counsel
      would otherwise be inappropriate under applicable principles of professional
      responsibility, such Indemnitee shall have the right to select and retain
      separate counsel to represent such Indemnitee in connection with such
      proceeding(s) at the expense of the Borrowers.

    


    Section
      9.6 Payments
      Set Aside. To
      the
      extent that any payment by or on behalf of any Borrower is made to the
      Administrative Agent or any Lender, or the Administrative Agent or any Lender
      exercises any right of set-off, and such payment or the proceeds of such set-off
      or any part thereof is subsequently invalidated, declared to be fraudulent
      or
      preferential, set aside or required (including pursuant to any settlement
      entered into by the Administrative Agent or such Lender in its discretion)
      to be
      repaid to a trustee, receiver or any other party, in connection with any
      proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
      of
      such recovery, the obligation or part thereof originally intended to be
      satisfied shall be revived and continued in full force and effect as if such
      payment had not been made or such set-off had not occurred, and (b) each Lender
      severally agrees to pay to the Administrative Agent upon demand its applicable
      share of any amount so recovered from or repaid by the Administrative Agent,
      plus interest thereon from the date of such demand to the date such payment
      is
      made at a rate per annum equal to the Federal Funds Rate from time to time
      in
      effect.

    

      
        
           

           

          
          

        

        
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      Section
        9.7 Successors
        and Assigns.

      


      (a) The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the parties hereto and their respective successors and assigns permitted
        hereby,
        except that neither Borrower may assign or otherwise transfer any of its
        rights
        or obligations hereunder without the prior written consent of each Lender
        and no
        Lender may assign or otherwise transfer any of its rights or obligations
        hereunder except (i) to an Eligible Assignee in accordance
        with

    

    the
      provisions of subsection (b) of this Section, (ii) by way of participation
      in
      accordance with the provisions of subsection (d) of this Section, or (iii)
      by
      way of pledge or assignment of a security interest subject to the restrictions
      of subsection (f) of this Section (and any other attempted assignment or
      transfer by any party hereto shall be null and void). Nothing in this Agreement,
      expressed or implied, shall be construed to confer upon any Person (other than
      the parties hereto, their respective successors and assigns permitted hereby,
      Participants to the extent provided in subsection (d) of this Section and,
      to
      the extent expressly contemplated hereby, the Indemnitees) any legal or
      equitable right, remedy or claim under or by reason of this
      Agreement.

    


    (b) Any
      Lender may at any time assign to one or more Eligible Assignees all or a portion
      of its rights and obligations under this Agreement (including all or a portion
      of its Commitment and the Committed Loans at the time owing to it); provided
      that (i)
      except in the case of an assignment of the entire remaining amount of the
      assigning Lender's Commitment and the Committed Loans at the time owing to
      it or
      in the case of an assignment to a Lender or an Affiliate of a Lender or an
      Approved Fund (as defined in subsection (f) of this Section) with respect to
      a
      Lender, the aggregate amount of the Commitment (which for this purpose includes
      Committed Loans outstanding thereunder) subject to each such assignment,
      determined as of the date the Assignment and Assumption with respect to such
      assignment is delivered to the Administrative Agent or, if "Trade Date" is
      specified in the Assignment and Assumption, as of the Trade Date, shall not
      be
      less than $10,000,000 or a larger multiple of $1,000,000 in excess
      thereof unless
      each of the Administrative Agent and, so long as no Event of Default has
      occurred and is continuing in respect of such Borrower, the applicable Borrower
      otherwise consents (each such consent not to be unreasonably withheld or
      delayed); (ii) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations under
      this Agreement with respect to the Committed Loans or the Commitment assigned;
      (iii) any assignment of a Commitment must be approved by the Administrative
      Agent (which approval shall not be unreasonably withheld or delayed) unless
      the
      Person that is the proposed assignee is itself a Lender or an Affiliate of
      a
      Lender (whether or not the proposed assignee would otherwise qualify as an
      Eligible Assignee); and (iv) the parties to each assignment shall execute and
      deliver to the Administrative Agent an Assignment and Assumption, together
      with
      a processing and recordation fee of $3,500. Subject to acceptance and recording
      thereof by the Administrative Agent pursuant to subsection (c) of this Section,
      from and after the effective date specified in each Assignment and Assumption,
      the Eligible Assignee thereunder shall be a party to this Agreement and, to
      the
      extent of the interest assigned by such Assignment and Assumption, have the
      rights and obligations of a Lender under this Agreement, and the assigning
      Lender thereunder shall, to the extent of the interest assigned by such
      Assignment and Assumption, be released from its obligations under this Agreement
      (and, in the case of an Assignment and Assumption covering all of the assigning
      Lender's rights and obligations under this Agreement, such Lender shall cease
      to
      be a party hereto but shall continue to be entitled to the benefits of
Sections
      3.1,
      3.4,
      3.5,
      9.4
      and
9.5
      with
      respect to facts and circumstances occurring prior to the effective date of
      such
      assignment). Upon request, each Borrower (at its expense) shall execute and
      deliver a Note to the assignee Lender. Any assignment or transfer by a Lender
      of
      rights or obligations under this Agreement that does not comply with this
      subsection shall be treated for purposes of this Agreement as a sale by such
      Lender of a participation in such rights and obligations in accordance with
      subsection (d) of this Section. If the Eligible Assignee


    
      
         

         

        
        

      

      
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    is
      required to deliver documents pursuant to Section
      9.15,
      it
      shall deliver those documents to the applicable Borrower and the Administrative
      Agent in accordance with Section
      9.15.

    


    (c) The
      Administrative Agent, acting solely for this purpose as an agent of the
      Borrowers, shall maintain at the Administrative Agent's Office a copy of each
      Assignment and Assumption delivered to it and a register for the recordation
      of
      the names and addresses of the Lenders, and the Commitments of, and principal
      amounts of the Loans owing to each Lender pursuant to the terms hereof from
      time
      to time (the "Register").
      The
      entries in the Register shall be conclusive, and the Borrowers, the
      Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Borrowers and any Lender,
      at
      any reasonable time and from time to time upon reasonable prior
      notice.

    


    (d) Any
      Lender may at any time, without the consent of, or notice to, any Borrower
      or
      the Administrative Agent, sell participations to any Person (other than a
      natural person or a Borrower or any of the Borrowers' Affiliates) (each, a
      "Participant")
      in all
      or a portion of such Lender's rights and/or obligations under this Agreement
      (including all or a portion of its Commitment and/or the Loans owing to it);
      provided
      that
      (i) such Lender's obligations under this Agreement shall remain unchanged,
      (ii) such Lender shall remain solely responsible to the other parties
      hereto for the performance of such obligations and (iii) the Borrowers, the
      Administrative Agent and the other Lenders shall continue to deal solely and
      directly with such Lender in connection with such Lender's rights and
      obligations under this Agreement. Any agreement or instrument pursuant to which
      a Lender sells such a participation shall provide that such Lender shall retain
      the sole right to enforce this Agreement and to approve any amendment,
      modification or waiver of any provision of this Agreement; provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, waiver or other modification
      described in the first proviso to Section
      9.1
      that
      directly affects such Participant. Subject to subsection (e) of this Section,
      the Borrowers agree that each Participant shall be entitled to the benefits
      of
Sections
      3.1,
      3.4
      and
3.5 to
      the
      same extent as if it were a Lender and had acquired its interest by assignment
      pursuant to subsection (b) of this Section. To the extent permitted by Law,
      each
      Participant also shall be entitled to the benefits of Section
      9.9
      as
      though it were a Lender, provided such Participant agrees to be subject to
      Section
      2.12
      as
      though it were a Lender.

    

      
        
           

           

          
          

        

        
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      (e) A
        Participant shall not be entitled to receive any greater payment under
Section
        3.1
        or
Section
        3.4 than
        the
        applicable Lender would have been entitled to receive with respect to the
        participation sold to such Participant unless the sale of the participation
        to
        such Participant is made with the Borrowers' prior written consent. A
        Participant shall not be entitled to the benefits of Section
        3.1
        unless
        the Borrowers are notified of the participation sold to such Participant
        and
        such Participant agrees, for the benefit of each Borrower, to comply with
        Section
        9.15
        as
        though it were a Lender.

      


      (f) Any
        Lender may at any time pledge or assign a security interest in all or any
        portion of its rights under this Agreement (including under its Note, if
        any) to
        secure obligations of such Lender, including any pledge or assignment to
        secure
        obligations to a Federal Reserve Bank;
        provided
        that no
        such pledge or assignment shall release such Lender from any of its obligations
        hereunder or substitute any such pledgee or assignee for such Lender as a
        party
        hereto.

    

    


    (g) As
      used
      herein, the following terms have the following meanings:

    


    "Eligible
      Assignee"
      means
      (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any
      other Person (other than a natural person) approved by (i) the Administrative
      Agent and (ii) unless an Event of Default with respect to such Borrower has
      occurred and is continuing, the applicable Borrower (each such approval not
      to
      be unreasonably withheld or delayed); provided
      that
      notwithstanding the foregoing, "Eligible Assignee" shall not include a Borrower
      or any of the Borrowers' Affiliates.

    


    "Fund"
      means
      any Person (other than a natural person) that is (or will be) engaged in making,
      purchasing, holding or otherwise investing in commercial loans and similar
      extensions of credit in the ordinary course of its business.

    


    "Approved
      Fund"
      means
      any Fund that is administered or managed by (a) a Lender, (b) an Affiliate
      of a
      Lender or (c) an entity or an Affiliate of an entity that administers or manages
      a Lender.

    


    Section
      9.8 Confidentiality.
      Each of
      the Administrative Agent and the Lenders agrees to maintain the confidentiality
      of the Information (as defined below), except that Information may be disclosed
      (a) to its and its Affiliates' directors, officers, employees and agents,
      including accountants, legal counsel and other advisors (it being understood
      that the Persons to whom such disclosure is made will be informed of the
      confidential nature of such Information and instructed to keep such Information
      confidential); (b) to the extent requested by any regulatory authority or
      self-regulatory body; (c) to the extent required by applicable Laws or by
      any subpoena or similar legal process; (d) to any other party to this Agreement;
      (e) in connection with the exercise of any remedies hereunder or any suit,
      action or proceeding relating to this Agreement or the enforcement of rights
      hereunder; (f) subject to an agreement containing provisions substantially
      the
      same as those of this Section, to (i) any Eligible Assignee of or Participant
      in, or any prospective Eligible Assignee of or Participant in, any of its rights
      or obligations under this Agreement or (ii) any direct or indirect contractual
      counterparty or prospective counterparty (or such contractual counterparty's
      or
      prospective counterparty's professional advisor) to any credit derivative
      transaction relating to obligations of a Borrower; (g) with the consent of
      the
      applicable Borrower; (h) to the extent such Information (i) becomes
      publicly available other than as a result of a breach of this Section or
      (ii) becomes available to the Administrative Agent or any Lender on a
      nonconfidential basis from a source other than a Borrower; or (i) to the
      National Association of Insurance Commissioners or any other similar
      organization. In addition, the Administrative Agent and the Lenders may disclose
      the existence of this Agreement and information about this Agreement to market
      data collectors, similar service providers to the lending industry, and service
      providers to the Administrative Agent and the Lenders in connection with the
      administration and management of this Agreement, the other Loan Documents,
      the
      Commitments, and the Loans. For the purposes of this Section, "Information"
      means
      all information received from a Borrower relating to such Borrower or its
      business, other than any


    
      
         

         

        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    such
      information that is available to the Administrative Agent or any Lender on
      a
      nonconfidential basis prior to disclosure by such Borrower; provided
      that, in
      the case of information received from a Borrower after the date hereof, such
      information is clearly identified in writing at the time of delivery as
      confidential. Any Person required to maintain the confidentiality of Information
      as provided in this Section shall be considered to have complied with its
      obligation to do so if such Person has exercised the same degree of care to
      maintain the confidentiality of such Information as such Person would accord
      to
      its own confidential information. Notwithstanding anything herein to the
      contrary, "Information" shall not include, and the Administrative Agent and
      each
      Lender may disclose without limitation of any kind, any information with respect
      to the "tax treatment" and "tax structure" (in each case, within the meaning
      of
      Treasury Regulation Section 1.6011-4) that are provided to the Administrative
      Agent or such Lender relating to such tax treatment and tax structure; provided
      that with respect to any document or similar item that in either case contains
      information concerning the tax treatment or tax structure of the transaction
      as
      well as other information, this sentence shall only apply to such portions
      of
      the document or similar item that relate to the tax treatment or tax structure
      of the Loans and transactions contemplated hereby.

     

        Section
      9.9
Set-off.
      Upon the
      occurrence and during the continuance of any Event of Default with respect
      to a
      Borrower, nothing in this Agreement shall preclude any Lender, at any time
      and
      from time to time, from exercising any right of set off, counterclaim, or other
      rights it may have otherwise than under this Agreement and or from applying
      amounts realized against any and all Obligations owing by such Borrower to
      such
      Lender hereunder or under any other Loan Document, now or hereafter existing.
      Each Lender agrees promptly to notify the applicable Borrower and the
      Administrative Agent after any such set-off and application made by such Lender;
      provided,
      however,
      that
      the failure to give such notice shall not affect the validity of such set-off
      and application.

     

        Section
      9.10
Interest
      Rate Limitation.
      Notwithstanding anything to the contrary contained in any Loan Document, the
      interest paid or agreed to be paid under the Loan Documents shall not exceed
      the
      maximum rate of non-usurious interest permitted by applicable Law (the
      "Maximum
      Rate").
      If
      the Administrative Agent or any Lender shall receive interest in an amount
      that
      exceeds the Maximum Rate, the excess interest shall be applied to the principal
      of the Loans or, if it exceeds such unpaid principal, refunded to the applicable
      Borrower. 

    


    
      
         

         

        
        

      

      
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    Section
      9.11 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    Section
      9.12 Integration.
      This
      Agreement, together with the other Loan Documents, comprises the complete and
      integrated agreement of the parties on the subject matter hereof and thereof
      and
      supersedes all prior agreements, written or oral, on such subject matter. In
      the
      event of any conflict between the provisions of this Agreement and those of
      any
      other Loan Document, the provisions of this Agreement shall control;
provided
      that the
      inclusion of supplemental rights or remedies in favor of the Administrative
      Agent or the Lenders in any other Loan Document shall not be deemed a conflict
      with this Agreement. Each Loan Document was drafted with the joint
      participation of the respective parties thereto and shall be construed neither
      against nor in favor of any party, but rather in accordance with the fair
      meaning thereof.

     

    Section
      9.13
      Survival of Representations and Warranties.
      All
      representations and warranties made hereunder and in any other Loan Document
      or
      other document delivered pursuant hereto or thereto or in connection herewith
      or
      therewith shall survive the execution and delivery hereof and thereof. Such
      representations and warranties have been or will be relied upon by the
      Administrative Agent and each Lender, regardless of any investigation made
      by
      the Administrative Agent or any Lender or on their behalf and notwithstanding
      that the Administrative Agent or any Lender may have had notice or knowledge
      of
      any Default at the time of any Borrowing and shall continue in full force and
      effect as long as any Loan or any other Obligation hereunder shall remain unpaid
      or unsatisfied or any Letter of Credit shall remain outstanding.

    


    Section
      9.14 Severability. If
      any
      provision of this Agreement or the other Loan Documents is held to be illegal,
      invalid or unenforceable, (a) the legality, validity and enforceability of
      the
      remaining provisions of this Agreement and the other Loan Documents shall not
      be
      affected or impaired thereby and (b) the parties shall endeavor in good faith
      negotiations to replace the illegal, invalid or unenforceable provisions with
      valid provisions the economic effect of which comes as close as possible to
      that
      of the illegal, invalid or unenforceable provisions. The invalidity of a
      provision in a particular jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction.

    


    Section
      9.15 Tax
      Forms.

     

    (a) (i)
      Each
      Tranche A Lender that is not a "United States person" within the meaning of
      Section 7701(a)(30) of the Code (a "Foreign
      Lender")
      shall
      deliver to the Administrative Agent, prior to becoming a party to this Agreement
      (or upon accepting an assignment of an interest herein), two duly signed
      completed copies of either IRS Form W-8BEN or any successor thereto (relating
      to
      such Foreign Lender and entitling it to an exemption from, or reduction of,
      withholding tax on all payments to be made to such Foreign Lender by TMCC
      pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto
      (relating to all payments to be made to such Foreign Lender by TMCC pursuant
      to
      this Agreement) or such other evidence satisfactory to TMCC and the
      Administrative Agent that such Foreign Lender is entitled to an exemption from,
      or reduction of, U.S. withholding tax, including any exemption pursuant to
      Section 881(c) of the Code. Thereafter and from time to time, each such Foreign
      Lender shall (A) promptly submit to the Administrative Agent such additional
      duly completed and signed copies of one of such forms (or such successor forms
      as shall be adopted from time to time by the relevant United States taxing
      authorities) as may then be available under then current United States Laws
      and
      regulations to avoid, or such evidence as is satisfactory to TMCC and the
      Administrative Agent of any available exemption from or reduction of, United
      States withholding taxes in respect of all payments to be made to such Foreign
      Lender by TMCC pursuant to this Agreement, (B) promptly notify the
      Administrative Agent of any change in circumstances which would modify or render
      invalid any claimed exemption or reduction, and (C) take such steps as shall
      not
      be materially disadvantageous to it, in the reasonable judgment of such Lender,
      and as may be reasonably necessary (including the re-designation of its
      Lending


    
      
         

         

        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    Office)
      to avoid any requirement of applicable Laws that TMCC make any deduction or
      withholding for taxes from amounts payable to such Foreign Lender.

    


    (ii)
      As
      of the date that each Lender becomes a Tranche B Lender under this Agreement,
      each such Lender represents and warrants to the Administrative Agent and each
      Borrower that it is an Exempt Lender and agrees that, if Puerto Rico or United
      States taxing authorities at any time after the date of this Agreement require
      that such Lender deliver any certificate, statement or form as a condition
      to
      exemption from, or reduction of, withholding taxes under the Puerto Rico Code
      or
      the Code on any payments by TCPR to such Lender under this Agreement, such
      Lender shall deliver such certificate, statement or form to the Administrative
      Agent prior to becoming a party to this Agreement (or upon accepting an
      assignment of an interest herein). Thereafter and from time to time, each such
      Lender shall (A) promptly submit to the Administrative Agent such duly completed
      and signed certificates, statements or forms as shall be adopted from time
      to
      time by the relevant Puerto Rico or United States taxing authorities and such
      other evidence as is satisfactory to TCPR and the Administrative Agent of any
      available exemption from, or reduction of, Puerto Rico and United States
      withholding taxes in respect of all payments to be made to such Lender by TCPR
      pursuant to this Agreement, (B) promptly notify the Administrative Agent of
      any
      change in circumstances which would modify or render invalid any claimed
      exemption or reduction, and (C) take such steps as shall not be materially
      disadvantageous to it, in the reasonable judgment of such Lender, and as may
      be
      reasonably necessary (including the re-designation of its Lending Office) to
      avoid any requirement of applicable Laws that TCPR make any deduction or
      withholding for taxes from amounts payable to such Lender.

     

    (iii) Each
      Lender, to the extent it does not act or ceases to act for its own account
      with
      respect to any portion of any sums paid or payable to such Lender under any
      of
      the Loan Documents (for example, in the case of a typical participation by
      such
      Lender), shall deliver to the Administrative Agent on the date when such Lender
      ceases to act for its own account with respect to any portion of any such sums
      paid or payable, and at such other times as may be necessary in the
      determination of the Administrative Agent (in the reasonable exercise of its
      discretion), (A) two duly signed completed copies of the certificates,
      statements or forms required to be provided by such Lender as set forth above,
      to establish the portion of any such sums paid or payable with respect to which
      such Lender acts for its own account that is not, in the case of a Tranche
      A
      Lender, subject to United States withholding tax or, in the case of a Tranche
      B
      Lender, subject to Puerto Rico or United States withholding tax and (B) any
      information such Lender chooses to transmit with such certificates, statements
      or forms, and any other certificate or statement of exemption required under
      the
      Code or, in the case of a Tranche B Lender, Puerto Rico, to establish that
      such
      Lender is not acting for its own account with respect to a portion of any such
      sums payable to such Lender.

    

      
        
           

           

          
          

        

        
          55

          
            

          

        

        
          
          

        

      

       

      (iv) No
        Borrower shall be required to pay any additional amount to any Lender under
        Section
        3.1
        (A) with
        respect to any Taxes required to be deducted or withheld on the basis of
        the
        information, certificates or statements of exemption such Lender transmits
        pursuant to this Section
        9.15(a)
        or (B)
        if such Lender shall have failed to satisfy the foregoing provisions of this
        Section
        9.15(a);
        provided
        that if
        such Lender shall have satisfied
        the requirement of this Section
        9.15(a)
        on the
        date such Lender became a Lender or ceased to act for its own account with
        respect to any payment under any of the Loan Documents, nothing in this
Section
        9.15(a)
        shall
        relieve such Borrower of its obligation to pay any amounts pursuant to
Section
        3.1
        in the
        event that, as a result of any change in any applicable Law, treaty or
        governmental rule, regulation or order, or any change in the interpretation,
        administration or application thereof, such Lender is no longer properly
        entitled to deliver forms, certificates or other evidence at a subsequent
        date
        establishing the fact that such Lender or other Person for the account of
        which
        such Lender receives any sums payable under any of the Loan Documents is
        not
        subject to withholding or is subject to withholding at a reduced
        rate.

    

    


        (v) The
      Administrative Agent may, without reduction, withhold any Taxes required to
      be
      deducted and withheld from any payment under any of the Loan Documents with
      respect to which a Borrower is not required to pay additional amounts under
      this
Section
      9.15(a).
      

    


    (b) Upon
      the
      request of the Administrative Agent, each Lender that is a "United States
      person" within the meaning of Section 7701(a)(30) of the Code shall deliver
      to
      the Administrative Agent two duly signed completed copies of IRS Form W-9.
      If
      such Lender fails to deliver such forms, then the Administrative Agent may
      withhold from any interest payment to such Lender an amount equivalent to the
      applicable back-up withholding tax imposed by the Code, without
      reduction.

    


    (c) If
      any
      Governmental Authority asserts that the Administrative Agent did not properly
      withhold or backup withhold, as the case may be, any tax or other amount from
      payments made to or for the account of any Lender, such Lender shall indemnify
      the Administrative Agent therefor, including all penalties and interest, any
      taxes imposed by any jurisdiction on the amounts payable to the Administrative
      Agent under this Section, and costs and expenses (including Attorney Costs)
      of
      the Administrative Agent. The obligation of the Lenders under this Section
      shall
      survive the termination of the Aggregate Commitments, repayment of all other
      Obligations hereunder and the resignation of the Administrative
      Agent.

    


    Section
      9.16 Replacement
      of Lenders.
      Under
      any circumstances set forth herein providing that a Borrower shall have the
      right to replace a Lender as a party to this Agreement and if any Lender is
      a
      Defaulting Lender or has been deemed insolvent or become the subject of a
      bankruptcy or insolvency proceeding, such Borrower may, upon notice to such
      Lender and the Administrative Agent, replace such Lender by causing such Lender
      to assign its Commitment (with the assignment fee to be paid by such Borrower
      in
      such instance) pursuant to Section 9.7(b)
      to one
      or more other Lenders or Eligible Assignees procured by such Borrower;
provided, however,
      that if
      such Borrower elects to exercise such rights with respect to any Lender pursuant
      to Section
      3.6(c),
      it
      shall be obligated to replace all Lenders that have made similar requests for
      compensation pursuant to Section
      3.1
      or
3.4.
      The
      applicable Borrower shall (y) pay in full all principal, interest, fees and
      other amounts owing to such Lender through the date of replacement (including
      any amounts payable pursuant to Section
      3.5)
      and (z)
      release such Lender from its obligations under the Loan Documents. Any Lender
      being replaced shall


    
      
         

         

        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    execute
      and deliver an Assignment and Assumption with respect to such Lender's
      Commitment and outstanding Loans.

    


    Section
      9.17 Governing
      Law. 

    


    (a) THIS
      AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
      THE
      LAW
      OF THE
      STATE OF NEW YORK APPLICABLE
      TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED
      THAT THE
      ADMINISTRATIVE
      AGENT
      AND EACH
      LENDER SHALL RETAIN ALL RIGHTS
      ARISING UNDER FEDERAL LAW.

    


    (b) ANY
      LEGAL
      ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
      MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY
      OF
      NEW YORK IN THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
      DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
      BORROWER, THE ADMINISTRATIVE
      AGENT
      AND EACH
      LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
      JURISDICTION OF THOSE COURTS. EACH BORROWER, THE ADMINISTRATIVE AGENT
      AND EACH
      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 ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
      EACH BORROWER, THE ADMINISTRATIVE
      AGENT
      AND EACH
      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.

    


    Section
      9.18 Patriot
      Act Notice.
      Each
      Lender that is subject to the Act (as hereinafter defined) and the Agent (for
      itself and not on behalf of any Lender) hereby notifies each Borrower that,
      pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
      (signed into law October 26, 2001)) (the "Act"), it is required to obtain,
      verify and record information that identifies such Borrower, which information
      includes the name and address of such Borrower and other information that will
      allow such Lender or the Agent, as applicable, to identify such Borrower in
      accordance with the Act.

    

      
        
           

           

          
          

        

        
          57

          
            

          

        

        
          
          

        

      

    

    Section
      9.19 Waiver
      of Right to Trial by Jury.
      EACH
      PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
      OF
      ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT
      OR
      IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
      PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE
      TRANSACTIONS RELATED THERETO, 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 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.

     

    

      
        
          
             

             

          

          
          

        

        
          58

          
            

          

        

        
          
          

          
          

        

      

    

    IN
      WITNESS WHEREOF, the
      parties hereto have caused this Agreement to be duly executed as of the date
      first above written.

     

    TOYOTA
      MOTOR CREDIT CORPORATION

     

    By:
      /s/
      George E. Borst

     

    Title:
      President and Chief Executive Officer

     

    


     

    TOYOTA
      CREDIT DE PUERTO RICO CORP.

     

    By:
      /s/
      George E. Borst

     

    Title:
      President and Chief Executive Officer


    
      
         

         

        
        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    CITICORP
      USA, INC.,
      as
      

     

    Administrative
      Agent and a Lender

     

    


     

    By:
      /s/
      Wajeeh Faheem

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        2

        
          

        

      

      
        
        

      

    


     

    BANK
      OF AMERICA, N.A., as
      

     

    Syndication
      Agent and a Lender

     

    


     

    By:
      /s/
      Alan H. Roche

     

    Title:
      Managing Director

     

    



    
      
         

         

        
        

      

      
        3

        
          

        

      

      
        
        

      

    


     

    THE
      BANK OF TOKYO-MITSUBISHI UFJ

     

    LTD.
      LOS ANGELES BRANCH, 

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Kimihisa Imada

     

    Title:
      General Manager

     

    


     

    



    
      
         

         

        
        

      

      
        4

        
          

        

      

      
        
        

      

    


     

    BNP
      PARIBAS,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Gaye Plunkett

     

    Title:
      Vice President

     

    


     

    By:
      /s/
      Christopher Grumboski

     

    Title:
      Director


    
      
         

         

        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    JPMORGAN
      CHASE BANK, N.A.

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Frances L. Bonham

     

    Title:
      Managing Director


    
      
         

         

        
        

      

      
        6

        
          

        

      

      
        
        

      

    


     

    DEUTSCHE
      BANK AG NEW YORK BRANCH, 

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Michael Dietz

     

    Title:
      Director

     

    


     

    By:
      /s/
      Brian Collins

     

    Title:
      Vice President

     

    



    
      
         

         

        
        

      

      
        7

        
          

        

      

      
        
        

      

    


     

    HSBC
      BANK USA, N.A.,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Christopher Samms

     

    Title:
      Senior Vice President


    
      
         

         

        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    SUMITOMO
      MITSUI BANKING CORPORATION,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Masahiko Oshima

     

    Title:
      General Manager


    
      
         

         

        
        

      

      
        9

        
          

        

      

      
        
        

      

    


     

    BARCLAYS
      BANK PLC,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Alison McGuigan

     

    Title:
      Associate Director

     

    



    
      
         

         

        
        

      

      
        10

        
          

        

      

      
        
        

      

    


     

    CREDIT
      SUISSE NEW YORK BRANCH,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Mark E. Gleason

     

    Title:
      Director

     

    


     

    By:
      /s/
      Mikhail Faybusovich

     

    Title:
      Associate


    
      
         

         

        
        

      

      
        11

        
          

        

      

      
        
        

      

    


     

    DRESDNER
      BANK AG NEW YORK BRANCH AND GRAND CAYMAN BRANCH,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Thomas R. Brady

     

    Title:
      Director

     

    


     

    By:
      /s/
      Joseph M. Mormak

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     

    MERRILL
      LYNCH BANK USA,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Louis Alder

     

    Title:
      Director


    
      
         

         

        
        

      

      
        13

        
          

        

      

      
        
        

      

    


     

    MIZUHO
      CORPORATE BANK LTD.,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Shinji Yamada

     

    Title:
      Joint General Manager


    
      
         

         

        
        

      

      
        14

        
          

        

      

      
        
        

      

    


     

    MORGAN
      STANLEY BANK,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Eugene F. Martin

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        15

        
          

        

      

      
        
        

      

    


     

    THE
      ROYAL BANK OF SCOTLAND PLC,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Frank Guerra

     

    Title:
      Managing Director

     

    



    
      
         

         

        
        

      

      
        16

        
          

        

      

      
        
        

      

    


     

    UBS
      LOAN FINANCE LLC,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Irja R. Otsa

     

    Title:
      Associate Director

     

    


     

    By:
      /s/
      Richard L. Tavrow

     

    Title:
      Director


    
      
         

         

        
        

      

      
        17

        
          

        

      

      
        
        

      

    


     

    WACHOVIA
      BANK NATIONAL ASSOCIATION,

     

    as
      a
      Lender

     

    


     

    


     

    By:
      /s/
      James Travagline

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        18

        
          

        

      

      
        
        

      

    


     

    ROYAL
      BANK OF CANADA,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Barton Lund

     

    Title:
      Authorized Signatory

     

    



    
      
         

         

        
        

      

      
        19

        
          

        

      

      
        
        

      

    


     

    TORONTO-DOMINION
      (TEXAS) LLC,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Jim Bridwell

     

    Title:
      Authorized Signatory


    
      
         

         

        
        

      

      
        20

        
          

        

      

      
        
        

      

    


     

    ING
      LUXEMBOURG S.A.,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Yves Verhulst

     

    Title:
      Director

     

    


     

    By:
      /s/
      Philippe Gusbin

     

    Title:
      Director


    
      
         

         

        
        

      

      
        21

        
          

        

      

      
        
        

      

    


     

    BANCO
      SANTANDER CENTRAL HISPANO, S.A.,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Ignacio Campillo

     

    Title:
      Executive Director

     

    


     

    By:
      /s/
      L.
      Ruben Perez-Romo

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        22

        
          

        

      

      
        
        

      

    


     

    MELLON
      BANK, N.A.,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      David B. Wirl

     

    Title:
      Vice president


    
      
         

         

        
        

      

      
        23

        
          

        

      

      
        
        

      

    


     

    THE
      BANK OF NOVA SCOTIA,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      N.
      Bell

     

    Title:
      Senior Manager


    
      
         

         

        
        

      

      
        24

        
          

        

      

      
        
        

      

    


     

    COMERICA
      BANK,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Toru Ogura

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        25

        
          

        

      

      
        
        

      

    


     

    FIFTH
      THIRD BANK,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Gary S. Losey

     

    Title:
      Relationship Manager


    
      
         

         

        
        

      

      
        26

        
          

        

      

      
        
        

      

    


     

    HARRIS
      NESBIT FINANCING, INC.,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Joseph W. Linder

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        27

        
          

        

      

      
        
        

      

    


     

    PNC
      BANK, NATIONAL ASSOCIATION,

     

    as
      Syndication Agent and a Lender

     

    


     

    By:
      /s/
      Louis K. McLinder

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        28

        
          

        

      

      
        
        

      

    


     

    THE
      BANK OF NEW YORK,

     

    as
      a
      Lender

     

    


     

    By:
      /s/
      Robert Besser

     

    Title:
      Vice President


    
      
         

         

        
        

      

      
        29

        
          

        

      

      
        
        

      

    


     

    BANCO
      POPULAR DE PUERTO RICO,

     

    as
      a
      Lender

     

    


     

     By:
Hector
      Gonzalez

     

    Title:
      Vice President

     

    


    


    



    
      
        
           

           

        

        
        

      

      
        30

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      2.1

     

    COMMITMENTS

     

    AND
      PRO RATA SHARES

     

    


    
      	
              Lender

               

            	
              Tranche
                A Commitment

               

            	
              Tranche
                B Commitment

               

            	
              Pro
                Rata Share of Tranche A

               

            	
              Pro
                Rata Share of Tranche B

               

            
	
              Citicorp
                USA, Inc.

               

            	
              $494,857,758.62

               

            	
              $30,142,241.38

               

            	
              9.05%

               

            	
              9.05%

               

            
	
              Bank
                of America, N.A.

               

            	
              $494,857,758.62

               

            	
              $30,142,241.38

               

            	
              9.05%

               

            	
              9.05%

               

            
	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd. Los Angeles Branch

               

            	
              $345,614,942.53

               

            	
              $21,051,724.14

               

            	
              6.32%

               

            	
              6.32%

               

            
	
              BNP
                Paribas

               

            	
              $345,614,942.53

               

            	
              $21,051,724.14

               

            	
              6.32%

               

            	
              6.32%

               

            
	
              JPMorgan
                Chase Bank, N.A.

               

            	
              $345,614,942.53

               

            	
              $21,051,724.14

               

            	
              6.32%

               

            	
              6.32%

               

            
	
              Deutsche
                Bank AG New York Branch

               

            	
              $267,066,091.95

               

            	
              $16,267,241.38

               

            	
              4.89%

               

            	
              4.89%

               

            
	
              HSBC
                Bank USA, N.A.

               

            	
              $267,066,091.95

               

            	
              $16,267,241.38

               

            	
              4.89%

               

            	
              4.89%

               

            
	
              Sumitomo
                Mitsui Banking Corporation

               

            	
              $267,066,091.95

               

            	
              $16,267,241.38

               

            	
              4.89%

               

            	
              4.89%

               

            
	
              Barclays
                Bank PLC

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              Credit
                Suisse New York Branch

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              Dresdner
                Bank AG New York Branch and Grand Cayman Branch

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              Merrill
                Lynch Bank USA

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              Mizuho
                Corporate Bank Ltd.

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              Morgan
                Stanley Bank

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              The
                Royal Bank of Scotland plc

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              UBS
                Loan Finance LLC

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              Wachovia
                Bank National Association

               

            	
              $172,807,471.26

               

            	
              $10,525,862.07

               

            	
              3.16%

               

            	
              3.16%

               

            
	
              Royal
                Bank of Canada

               

            	
              $157,097,701.15

               

            	
              $9,568,965.52

               

            	
              2.87%

               

            	
              2.87%

               

            
	
              Toronto-Dominion
                (Texas) LLC

               

            	
              $157,097,701.15

               

            	
              $9,568,965.52

               

            	
              2.87%

               

            	
              2.87%

               

            
	
              ING
                Luxembourg S.A.

               

            	
              $125,678,160.92

               

            	
              $7,655,172.41

               

            	
              2.30%

               

            	
              2.30%

               

            
	
              Banco
                Santander Central Hispano, S.A.

               

            	
              $94,258,620.69

               

            	
              $5,741,379.69

               

            	
              1.72%

               

            	
              1.72%

               

            
	
              Mellon
                Bank, N.A.

               

            	
              $94,258,620.69

               

            	
              $5,741,379.69

               

            	
              1.72%

               

            	
              1.72%

               

            
	
              The
                Bank of Nova Scotia

               

            	
              $94,258,620.69

               

            	
              $5,741,379.69

               

            	
              1.72%

               

            	
              1.72%

               

            
	
              Comerica
                Bank

               

            	
              $62,839,080.46

               

            	
              $3,827,586.21

               

            	
              1.15%

               

            	
              1.15%

               

            
	
              Fifth
                Third Bank

               

            	
              $62,839,080.46

               

            	
              $3,827,586.21

               

            	
              1.15%

               

            	
              1.15%

               

            
	
              Harris
                Nesbitt Financing, Inc.

               

            	
              $62,839,080.46

               

            	
              $3,827,586.21

               

            	
              1.15%

               

            	
              1.15%

               

            
	
              PNC
                Bank, National Association

               

            	
              $62,839,080.46

               

            	
              $3,827,586.21

               

            	
              1.15%

               

            	
              1.15%

               

            
	
              The
                Bank of New York

               

            	
              $62,839,080.46

               

            	
              $3,827,586.21

               

            	
              1.15%

               

            	
              1.15%

               

            
	
              Banco
                Popular de Puerto Rico

               

            	
              $47,129,310.34

               

            	
              $2,870,689.66

               

            	
              0.86%

               

            	
              1.15%

               

            


    

    


     


    
      
        
           

           

        

        
        

      

      
        1

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      9.2

     

    ADMINISTRATIVE
      AGENT'S OFFICE,

     

    CERTAIN
      ADDRESSES FOR NOTICES

     

    


     

    BORROWER: 

     

    


     

    Toyota
      Motor Credit Corporation

     

    Borrower's
      Address

    (for
      all purposes)

    Toyota
      Motor Credit Corporation

    19001
      South Western Avenue

    P.O.
      Box
      2991

    Mail
      Stop
      NF-10

    Torrance,
      Ca. 90509

    Attention:
      Jeff Carter, National Treasury Manager

    Telephone:
      (310) 468-6197

    Facsimile:
      (310) 381-6655

    


    (With
      a copy to):

    Toyota
      Motor Credit Corporation

    19001
      South Western Avenue

    P.O.
      Box
      2991

    Mail
      Stop
      NF-10

    Torrance,
      Ca. 90509

    Attention:
      Janet Rydell, Cash Manager

    Telephone:
      (310) 468-6176

    Facsimile:
      (310) 381-5219

    


     

    Toyota
      Credit de Puerto Rico Corp.

     

    Borrower's
      Address

    (for
      all purposes)

    Toyota
      Credit de Puerto Rico Corp.

    c/o
      Toyota Motor Credit Corporation

    Attn:
      Treasury

    19001
      South Western Avenue

    P.O.
      Box
      2991

    Mail
      Stop
      NF-10

    Torrance,
      Ca. 90509

    Attention:
      Jeff Carter, National Treasury Manager

    Telephone:
      (310) 468-6197


    
      
         

         

        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Facsimile:
      (310) 381-6655

    


    (With
      a copy to):

    Toyota
      Motor Credit Corporation

    19001
      South Western Avenue

    P.O.
      Box
      2991

    Mail
      Stop
      NF-10

    Torrance,
      Ca. 90509

    Attention:
      Janet Rydell, Cash Manager

    Telephone:
      (310) 468-6176

    Facsimile:
      (310) 381-5219

    


    


    ADMINISTRATIVE
      AGENT:

    


    CITICORP
      USA, INC.

    


    Administrative
      Agent's
      Office 

    (for
      Notices of Payments and Requests for Loans):

    Citicorp
      USA, Inc.

    Two
      Penns
      Way

    New
      Castle, Delaware

    Attention:
      

    
      	 	
              Telephone:(302)
                

            


    

    
      	 	
              Facsimile:
                (212)
                

            


    

    
      	 	 


    

    
      	 	 


    

    
      	 	
              (for
                Payments):

            


    

    
      	  	 


    

    
      	  	 


    

    (Other
      Notices as Administrative Agent):

    
      	  	 


    

    


    


    



    
      
        
           

           

        

        
        

      

      
        2

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

     

    FORM
      OF COMMITTED LOAN NOTICE

     

    


     

    Date:
      ___________, _____

    
      	
              To:

            	
              Citicorp
                USA, Inc., as Administrative Agent

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to that certain Five Year Credit Agreement, dated as of March 29, 2006
      (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, a California corporation, Toyota Credit de Puerto Rico
      Corp., a corporation organized under the laws of Puerto Rico, the Lenders from
      time to time party thereto, Citicorp USA, Inc., as Administrative Agent,
      Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint
      Lead
      Arrangers and Joint Book Managers, Bank of America, N.A., as Syndication Agent,
      and The Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase Bank, N.A., as
      Documentation Agents.

    


    The
      undersigned hereby requests (select one):

    


    ___A
      Borrowing of Committed Loans ___A
      conversion or continuation of Loans

    


    1. On_________
      (a
      Business Day).

    


    2. In
      the
      amount of $________.

    


    3. Comprised
      of ________________.[Type
      of
      Committed Loan requested]

    


    4. For
      Eurodollar Rate Loans: with an Interest Period of ___months.

    


    [The
      Committed Borrowing requested herein complies with the proviso to the first
      sentence of Section
      2.1[(a)][(b)]
      of the
      Agreement.]

    


    [TOYOTA
      MOTOR CREDIT CORPORATION]

    [TOYOTA
      CREDIT DE PUERTO RICO CORP.]

     

    


     

    By:  

    Name:  

    Title:
       

     

    


     

    



    
      
        
          Form
            of
            Committed Loan Notice

        

      

      
        A-1

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      B

     

    FORM
      OF NOTE

     

     

    __________,
      2006

     

    


    FOR
      VALUE
      RECEIVED, the undersigned (the "Borrower"),
      hereby promises to pay, without setoff or counterclaim, to _____________________
      or to its order (the "Lender"),
      in
      accordance with the provisions of the Agreement (as hereinafter defined), the
      principal amount of each Loan from time to time made by the Lender to the
      Borrower under that certain Five Year Credit Agreement, dated as of March 29,
      2006 (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, a California corporation, Toyota Credit de Puerto Rico
      Corp., a corporation organized under the laws of Puerto Rico, the Lenders from
      time to time party thereto, Citicorp USA, Inc., as Administrative Agent,
      Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint
      Lead
      Arrangers and Joint Book Managers, Bank of America, N.A., as Syndication Agent,
      and The Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase Bank, N.A., as
      Documentation Agents.

    


    The
      Borrower promises to pay interest on the unpaid principal amount of each Loan
      from the date of such Loan until such principal amount is paid in full, at
      such
      interest rates and at such times as provided in the Agreement. All payments
      of
      principal and interest shall be made to the Administrative Agent for the account
      of the Lender in Dollars in immediately available funds at the Administrative
      Agent's
      Office.
      If any amount is not paid in full when due hereunder, such unpaid amount shall
      bear interest, to be paid upon demand, from the due date thereof until the
      date
      of actual payment (and before as well as after judgment) computed at the per
      annum rate set forth in the Agreement.

     

    This
      Note
      is one of the Notes referred to in the Agreement, is entitled to the benefits
      thereof and may be prepaid in whole or in part subject to the terms and
      conditions provided therein. Upon the occurrence and continuation of one or
      more
      of the Events of Default specified in the Agreement, all amounts then remaining
      unpaid on this Note shall become, or may be declared to be, immediately due
      and
      payable all as provided in the Agreement. Loans made by the Lender shall be
      evidenced by one or more loan accounts or records maintained by the Lender
      in
      the ordinary course of business. The Lender may also attach schedules to this
      Note and endorse thereon the date, amount and maturity of its Loans and payments
      with respect thereto.

    



    
      
        Form
          of
          Note

      

      
        B-1

        
          

        

      

      
        
        

      

    


    THIS
      NOTE
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK.

     

    [TOYOTA
      MOTOR CREDIT CORPORATION]

    [TOYOTA
      CREDIT DE PUERTO RICO CORP.]

     

    


     

    By:  

    Name:  

    Title: 


    
      
        Form
          of
          Note

      

      
        B-2

        
          

        

      

      
        
        

      

    


    LOANS
      AND PAYMENTS WITH RESPECT THERETO

     

    


     

    
      	
              Date

               

            	
              Type
                of Loan Made

               

            	
              Amount
                of Loan Made

               

            	
              End
                of Interest Period

               

            	
              Amount
                of Principal or Interest Paid This Date

               

            	
              Outstanding
                Principal Balance This Date

               

            	
              Notation
                Made By

               

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    



    
      
        
          Form
            of
            Note

        

      

      
        B-3

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      C

     

    FORM
      OF COMPLIANCE CERTIFICATE

     

    


     

    


     

      As
      required by Section
      6.1(c)
      of the
      Five Year Credit Agreement, dated as of March 29, 2006, among Toyota Motor
      Credit Corporation, a California corporation, Toyota Credit de Puerto Rico
      Corp., a corporation organized under the laws of Puerto Rico, the Lenders from
      time to time party thereto, Citicorp USA, Inc., as Administrative Agent,
      Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint
      Lead
      Arrangers and Joint Book Managers, Bank of America, N.A., as Syndication Agent,
      and The Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase Bank, N.A., as
      Documentation Agents (the "Agreement"), I, __________________, do hereby certify
      that I am the chief financial officer of [Toyota Motor Credit Corporation]
      [Toyota Credit de Puerto Rico Corp.] (the "Company"), and further certify on
      behalf of the Company that, to the best of my knowledge, no Default (as defined
      in the Agreement) under the Agreement exists as of the date of this
      Certificate.

    


     

      Certified
      this _____ day of ______________, 200_

      

      

     

     

     

    Name:
      ___________________________________

    



    
      
        
          Form
            of
            Compliance Certificate

        

      

      
        C-1

        
          

        

      

      
        
        

        
        

      

    


    EXHIBIT
      D

     

    ASSIGNMENT
      AND ASSUMPTION

     

    This
      Assignment and Assumption (this "Assignment
      and Assumption")
      is
      dated as of the Effective Date set forth below and is entered into by and
      between [Insert
      name of Assignor]
      (the
      "Assignor")
      and
      [Insert
      name of Assignee]
      (the
      "Assignee").
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Credit Agreement identified below (the "Credit
      Agreement"),
      receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
      Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
      to
      and incorporated herein by reference and made a part of this Assignment and
      Assumption as if set forth herein in full.

    


    For
      an
      agreed consideration, the Assignor hereby irrevocably sells and assigns to
      the
      Assignee, and the Assignee hereby irrevocably purchases and assumes from the
      Assignor, subject to and in accordance with the Standard Terms and Conditions
      and the Credit Agreement, as of the Effective Date inserted by the
      Administrative Agent as contemplated below (i) all of the Assignor's rights
      and
      obligations as a Lender under the Credit Agreement and any other documents
      or
      instruments delivered pursuant thereto to the extent related to the amount
      and
      percentage interest identified below of all of such outstanding rights and
      obligations of the Assignor under the respective facilities identified below
      and
      (ii) to the extent permitted to be assigned under applicable Law, all claims,
      suits, causes of action and any other right of the Assignor (in its capacity
      as
      a Lender) against any Person, whether known or unknown, arising under or in
      connection with the Credit Agreement, any other documents or instruments
      delivered pursuant thereto or the loan transactions governed thereby or in
      any
      way based on or related to any of the foregoing, including, but not limited
      to,
      contract claims, tort claims, malpractice claims, statutory claims and all
      other
      claims at Law or in equity related to the rights and obligations sold and
      assigned pursuant to clause (i) above (the rights and obligations sold and
      assigned pursuant to clauses (i) and (ii) above being referred to herein
      collectively as, the
      "Assigned
      Interest").
      Such
      sale and assignment is without recourse to the Assignor and, except as expressly
      provided in this Assignment and Assumption, without representation or warranty
      by the Assignor.

     

    

      1. Assignor: ______________________________

      


      2. Assignee: ______________________________
        [and is an Affiliate/Approved Fund of [identify Lender] 1]

      


      3. Borrower(s): [Toyota
        Motor Credit Corporation][Toyota Credit de Puerto Rico Corp.]

      


      4. Administrative
        Agent: ______________________, as the administrative agent under the Credit
        Agreement

      


      5. Credit
        Agreement: Five
        Year
        Credit Agreement, dated as of March 29, 2006, among Toyota Motor Credit
        Corporation, a California corporation, Toyota Credit de Puerto Rico


                   Corp.,
        a
        corporation organized under the laws of Puerto Rico, the Lenders from time
        to
        time party thereto, Citicorp USA, Inc., as Administrative Agent,

       

    

    ________________________

      1
        Select
        as applicable.

    

      


    
      
        Assignment
          and Assumption

      

      
        D-1

        
          

        

      

      
        
        

      

    

    

                          Citigroup
        Global
        Markets Inc. and Banc of America Securities LLC, as Joint Lead Arrangers
        and
        Joint Book Managers, Bank of America, N.A., as 

                          Syndication
        Agent,
        and The Bank of Tokyo-Mitsubishi,
        Ltd. and JPMorgan Chase Bank, N.A, as Documentation Agents.

    

     

                    6.
      Assigned Interest
2:

    
       

      
        	
                 Facility
                  Assigned:

                 Tranche
                  [A][B]

              	
                Aggregate

                Amount
                  of

                Tranche
                  [A][B] Commitment/Loans

                for
                  all Lenders*

              	
                  

                  Amount
                  of

                  Tranche
                  [A][B]Commitment/Loans

                  Assigned*

              	
                  

                  Percentage

                  Assigned
                  of

                  Tranche
                  [A][B]Commitment/Loans3

              
	
                Commitment/Committed
                  Loans being assigned

              	
                  $_______________

              	
                  $________________

              	
                  ______________%

              


      

       

              [7. Trade
        Date: __________________]4

       

      Effective
        Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND
        WHICH
        SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
        THEREFOR.]

      


      The
        terms
        set forth in this Assignment and Assumption are hereby agreed to:

      


      ASSIGNOR

      [NAME
        OF
        ASSIGNOR]

      


      By:
        _____________________________

      Title:

      


      ASSIGNEE

      [NAME
        OF
        ASSIGNEE]

      


      By:
        _____________________________

      Title:

       

      _________________________________________

      

        *
          Amount
          to be adjusted by the counterparties to take into account any payments
          or
          prepayments made between the 

        Trade
          Date and
          the Effective Date.

        2 The
          reference to "Loans" in the table should be used only if the Credit Agreement
          provides for Term Loans.

        3 Set
          forth, to at least 9 decimals, as a percentage of the Commitment/Loans
          of all
          Lenders thereunder.

        4 To
          be completed if the Assignor and the Assignee intend that the minimum assignment
          amount is to be determined as of the Trade Date.

         

      


      
        
          Assignment
            and Assumption

        

        
          D-2

          
            

          

        

        
          
          

        

      


      [Consented
        to and]5
        Accepted:

      


      [NAME
        OF
        ADMINISTRATIVE AGENT], as

      Administrative
        Agent

      


      By:
        _________________________________

      Title:

      


      [Consented
        to:]6

      


      By:
        _________________________________

      Title:


      _______________________________________

      

        5 To
          be added only if the consent of the Administrative Agent is required by
          the
          terms of the Credit Agreement.

        6 To
          be added only if the consent of the applicable Borrower and/or other parties
          is
          required by the terms of the Credit Agreement.

         

      

    

    
      
        Assignment
          and Assumption

      

      
        D-3

        
          

        

      

      
        
        

      

    

    
 

    ANNEX
      1 TO ASSIGNMENT AND ASSUMPTION

    


    (FIVE
      YEAR CREDIT AGREEMENT, DATED AS OF MARCH 29, 2006, AMONG TOYOTA MOTOR CREDIT
      CORPORATION, A CALIFORNIA CORPORATION, TOYOTA CREDIT DE PUERTO RICO CORP.,
      A
      CORPORATION ORGANIZED UNDER THE LAWS OF PUERTO RICO, THE LENDERS FROM TIME
      TO
      TIME PARTY THERETO, CITICORP USA, INC., AS ADMINISTRATIVE AGENT, CITIGROUP
      GLOBAL MARKETS INC. AND BANC OF AMERICA SECURITIES LLC, AS JOINT LEAD ARRANGERS
      AND JOINT BOOK MANAGERS, BANK OF AMERICA, N.A., AS SYNDICATION AGENT, AND THE
      BANK OF TOKYO-MITSUBISHI, LTD. AND JPMORGAN CHASE BANK, N.A., AS DOCUMENTATION
      AGENTS.)

    


    STANDARD
      TERMS AND CONDITIONS FOR 

    ASSIGNMENT
      AND ASSUMPTION

    


    1. Representations
      and Warranties.

    


    1.1. Assignor.
      The
      Assignor (a) represents and warrants that (i) it is the legal and beneficial
      owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
      of
      any lien, encumbrance or other adverse claim created by the Assignor and (iii)
      it has full power and authority, and has taken all action necessary, to execute
      and deliver this Assignment and Assumption and to consummate the transactions
      contemplated hereby; and (b) assumes no responsibility with respect to (i)
      any
      statements, warranties or representations made in or in connection with the
      Credit Agreement or any other Loan Document, (ii) the execution, legality,
      validity, enforceability, genuineness, sufficiency or value of the Loan
      Documents or any collateral thereunder, (iii) the financial condition of any
      Borrower or any of its Affiliates or any other Person obligated in respect
      of
      any Loan Document or (iv) the performance or observance by any Borrower or
      any
      of its Affiliates or any other Person of any of their respective obligations
      under any Loan Document. 

    


    1.2. Assignee.
      The
      Assignee (a) represents and warrants that (i) it has full power and authority,
      and has taken all action necessary, to execute and deliver this Assignment
      and
      Assumption and to consummate the transactions contemplated hereby and to become
      a Lender under the Credit Agreement, (ii) it meets all requirements of an
      Eligible Assignee under the Credit Agreement (subject to receipt of such
      consents as may be required under the Credit Agreement), (iii) from and after
      the Effective Date, it shall be bound by the provisions of the Credit Agreement
      as a Lender thereunder and, to the extent of the Assigned Interest, shall have
      the obligations of a Lender thereunder, (iv) it has received a copy of the
      Credit Agreement, together with copies of the most recent financial statements
      delivered pursuant to Section
      6.1
      thereof,
      as applicable, and such other documents and information as it has deemed
      appropriate to make its own credit analysis and decision to enter into this
      Assignment and Assumption and to purchase the Assigned Interest on the basis
      of
      which it has made such analysis and decision independently and without reliance
      on the Administrative Agent or any other Lender, and (v) attached hereto is
      any
      withholding tax documentation required to be delivered by it pursuant to the
      terms of the Credit Agreement, duly completed and executed by the Assignee;
      and
      (b) agrees that (i) it will, independently and without reliance on the
      Administrative Agent, the Assignor or any other Lender, and based on such
      documents and information as it shall deem appropriate at


    
      
        Assignment
          and Assumption

      

      
        D-4

        
          

        

      

      
        
        

      

    


    the
      time,
      continue to make its own credit decisions in taking or not taking action under
      the Loan Documents, and (ii) it will perform in accordance with their terms
      all
      of the obligations which by the terms of the Loan Documents are required to
      be
      performed by it as a Lender.

    


    2. Payments.
      From
      and after the Effective Date, the Administrative Agent shall make all payments
      in respect of the Assigned interest (including payments of principal, interest,
      fees and other amounts) to the Assignee whether such amounts have accrued prior
      to or on or after the Effective Date. The Assignor and the Assignee shall make
      all appropriate adjustments in payments by the Administrative Agent for periods
      prior to the Effective Date or with respect to the making of this assignment
      directly between themselves.

    


    3. General
      Provisions.
      This
      Assignment and Assumption shall be binding upon, and inure to the benefit of,
      the parties hereto and their respective successors and assigns. This Assignment
      and Assumption may be executed in any number of counterparts, which together
      shall constitute one instrument. Delivery of an executed counterpart of a
      signature page of this Assignment and Assumption by telecopy shall be effective
      as delivery of a manually executed counterpart of this Assignment and
      Assumption. This Assignment and Assumption shall be governed by, and construed
      in accordance with, the Law of the State of New York.

    


    


     


    
      
        
          Assignment
            and Assumption

        

      

      
        D-5

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      E

     

    FORM
      OF MONEY MARKET QUOTE REQUEST

     

    Date:
      ___________, _____

    
      	
              To:

            	
              Citicorp
                USA, Inc., as Administrative Agent

            


    

     

    Ladies
      and Gentlemen:

    


    Reference
      is made to that certain Five Year Credit Agreement, dated as of March 29, 2006
      (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, a California corporation, Toyota Credit de Puerto Rico
      Corp., a corporation organized under the laws of Puerto Rico, the Lenders from
      time to time party thereto, Citicorp USA, Inc., as Administrative Agent,
      Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint
      Lead
      Arrangers and Joint Book Managers, Bank of America, N.A., as Syndication Agent,
      and The Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase Bank, N.A., as
      Documentation Agents.

    


    The
      undersigned hereby requests Money Market Quotes for (select one):

    


    ___
      Money
      Market Absolute Rate for       
      ___
      Money
      Market Margin for

           
Money
      Market Absolute Rate Loans                   
      Money Market LIBOR Loans

    


    1. On _______(a
      Business Day).

    


    2. In
      the
      amount of $____.

    


    3. For
      an
      Interest Period of  _____________.

    


    The
      Money
      Market Loans for which Money Market Quotes are requested herein would comply
      with the proviso to the first sentence of Section
      2.3(a)
      of the
      Agreement.

    


     

    [TOYOTA
      MOTOR CREDIT CORPORATION]

     

    [TOYOTA
      CREDIT DE PUERTO RICO CORP.]

     

    


     

    By:
       

                                    Name:  

    Title:
       


    
      
        
          Form
            of
            Money Market Quote Request

        

      

      
        E-1

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      F

     

    FORM
      OF INVITATION FOR MONEY MARKET QUOTES

     

    Date:
      ___________, _____

    
      	
              To:

            	
              Lenders
                party to the Agreement (as defined
                below)

            


    

     

    Ladies
      and Gentlemen:

    


    Reference
      is made to that certain Five Year Credit Agreement, dated as of March 29, 2006
      (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, a California corporation, Toyota Credit de Puerto Rico
      Corp., a corporation organized under the laws of Puerto Rico, the Lenders from
      time to time party thereto, Citicorp USA, Inc., as Administrative Agent,
      Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint
      Lead
      Arrangers and Joint Book Managers, Bank of America, N.A., as Syndication Agent,
      and The Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase Bank, N.A., as
      Documentation Agents.

    


    On
      behalf
      of [TMCC][TCPR], you are invited to submit Money Market Quotes for (select
      one):

    


    ___
      Money
      Market Absolute Rate for          ___
      Money Market
      Margin for

          
      Money Market Absolute Rate Loans                    
      Money Market LIBOR Loans

    


    1. On
      _______________________________________ (a Business Day).

    


    2. In
      the
      amount of $ _______.

    


    3. For
      an
      Interest Period of  __________________.

    


     

    Please
      respond to this invitation by no later than [1 :00 p.m.] [9:00 a.m.] on
      [date].

     

    CITICORP
      USA, INC., as Administrative Agent

     

    


     

    By:
      ________________________        

                                
Authorized
      Officer

     

     


    
      
        
          Form
            of
            Invitation for Money Market Quotes

        

        F-1

      

      
        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      G

     

    FORM
      OF MONEY MARKET QUOTE

     

    Date:
      ___________, _____

    
      	
              To:

            	
              Citicorp
                USA, Inc., as Administrative Agent

            


    

     

    Ladies
      and Gentlemen:

    


    Reference
      is made to that certain Five Year Credit Agreement, dated as of March 29, 2006
      (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, a California corporation, Toyota Credit de Puerto Rico
      Corp., a corporation organized under the laws of Puerto Rico, the Lenders from
      time to time party thereto, Citicorp USA, Inc., as Administrative Agent,
      Citigroup Global Markets Inc. and Banc of America Securities LLC, as Joint
      Lead
      Arrangers and Joint Book Managers, Bank of America, N.A., as Syndication Agent,
      and The Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase Bank, N.A., as
      Documentation Agents.

    


    In
      response to your invitation on behalf of [TMCC][TCPR] dated ______________,
      20__, we hereby make the following Money Market Quote on the following
      terms:

     

    1. Quoting
      Lender:     
________________________

     

    2. Person
      to
      contact at Quoting Lender:  Name: _____________________

                    
            Tel: _______________________

                                
Fax: _______________________

                                                                                         email: ______________________

    3. Date
      of
      Borrowing:     
_______________________7

     

    
      	
              4.

            	
              We
                hereby offer to make Money Market Loan(s) in the following principal
                amounts, for the following Interest Periods and at the following
                rates:

            


    

     

    

      
        	
                Principal

              	
                Interest

              	
                [Money
                  Market

              	
                [Absolute
                  Rate[11]]

              
	
                Amount[8]

              	
                Period[9]

              	
                Margin][10]

              	 


      

    

    _______________________________

    

      7 As
        specified in the related Invitation.

       

      8 Principal
        amount bid for each Interest Period may not exceed principal amount requested.
        Specify aggregate limitation 

      if
        the
        sum of the individual offer exceeds the amount the Lender is
        willing to lend. Bids must be made for $5,000,000 

      or
        larger
        multiple of $1,000,000.

       

    

    
 

    
      
        Form
          of
          Money Market Quote

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    The
      Money
      Market Loans for which Money Market Quotes are submitted herein comply with
      the
      requirements of the Agreement.

    


    We
      understand and agree that the offer(s) set forth above, subject to the
      satisfaction of the applicable conditions set forth in the Agreement,
      irrevocably obligates us to make the Money Market Loan(s) for which any offer(s)
      are accepted, in whole or in part.

     

    Very
      truly yours,

     

    [NAME
      OF
      LENDER]

     

    Dated:_______________       By:
      ___________________________     

                      
        Authorized Officer

     

    ____________________________

    

      9 Not
        less than one month or not less than 14 days, as specified in the related
        Invitation. No more than five bids are permitted for each Interest
        Period

      10
        Margin
        over or under the Eurodollar Rate determined for the applicable Interest
        Period.
        Specify percentage (to the nearest 1/100,000 of 1%) and specify whether "PLUS"
        or "MINUS."

      11 Specify
        rate of interest per annum (to the nearest 1/10,000th of 1%).

    

     

    


     


    
      
        
          Form
            of
            Money Market Quote

        

      

      
        G-2

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      H

     

    FORM
      OF OPINION OF COUNSEL FOR THE BORROWERS

     

     

    To
      the
      Lenders and the Administrative Agent 

    Referred
      to Below 

    c/o
      Citicorp USA, Inc., as Administrative Agent 

    Two
      Penns
      Way

    New
      Castle, DE 19720

    Re:
      Credit Agreement

     

    Ladies
      and Gentlemen:

     

    I
      and my
      staff have acted as counsel for Toyota Motor Credit Corporation and Toyota
      Credit de Puerto Rico Corp. (the "Borrowers") in connection with the Five Year
      Credit Agreement, dated as of March 29, 2006, among Toyota Motor Credit
      Corporation, a California corporation, Toyota Credit de Puerto Rico Corp.,
      a
      corporation organized under the laws of Puerto Rico, the Lenders from time
      to
      time party thereto, Citicorp USA, Inc., as Administrative Agent, Citigroup
      Global Markets Inc. and Banc of America Securities LLC, as Joint Lead Arrangers
      and Joint Book Managers, Bank of America, N.A., as Syndication Agent, and The
      Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase Bank, N.A., as Documentation
      Agents. Terms defined in the Credit Agreement are used herein as therein
      defined. This opinion is being rendered to you pursuant to Section 4.1(a)(v)
      of
      the Credit Agreement.

     

    I
      am
      General Counsel of TMCC and as such I, or members of my staff, have participated
      in the negotiation of the Credit Agreement. I, or members of my staff, have
      examined originals or copies, certified or otherwise identified to our
      satisfaction, of such documents, corporate records, certificates of public
      officials and other instruments and have conducted such other investigations
      of
      fact and Law as we have deemed necessary or advisable for purposes of this
      opinion.

     

    Upon
      the
      basis of the foregoing and in reliance thereon, I am of the opinion, subject
      to
      the assumptions and limitations set forth herein, that:

     

    1. TMCC
      is a
      corporation duly incorporated, validly existing and in good standing under
      the
      Laws of California, and has all corporate powers and all material governmental
      licenses, authorizations, consents and approvals required to carry on its
      business as now conducted.

     

    2. The
      execution, delivery and performance by each Borrower of the Credit Agreement
      and
      the Notes to be delivered by it do not contravene, or constitute a default
      under, any debt instrument or any other material agreement, judgment,
      injunction, order, decree or other instrument binding upon such Borrower. As
      to
      debt instruments or agreements which, by their terms, are or may be governed
      by
      the Law of a jurisdiction

     


    
      
        Form
          of
          Opinion of Counsel to the Borrower

      

      
        H-1

        
          

        

      

      
        
        

      

    


    other
      than California, I have assumed that such debt instruments and agreements are
      governed by the Law of California for purposes of the opinion expressed in
      this
      paragraph.

     

    3. The
      Credit Agreement and the Notes are governed, by their terms, by New York Law.
      I
      express no opinion on the enforceability of the Loan Documents under New York
      Law. If California Law were to apply, the Credit Agreement would constitute
      a
      valid and binding agreement of each Borrower and each Note would constitute
      a
      valid and binding obligation of the Borrower party thereto, in each case
      enforceable in accordance with its terms.

     

    4. There
      is
      no action, suit or proceeding pending against, or to the best of my knowledge
      threatened against or affecting, any Borrower before any court or arbitrator
      or
      any Governmental Authority, in which there is a reasonable possibility of an
      adverse decision which could materially adversely affect the business, financial
      position or results of operations of such Borrower or which in any manner draws
      into question the validity of the Credit Agreement or the Notes.

     

    5. Each
      of
      TMCC's corporate Subsidiaries is a corporation validly existing and in good
      standing under the Laws of its jurisdiction of incorporation, and has all
      corporate powers and all material governmental licenses, authorizations,
      consents and approvals required to carry on its business as now
      conducted.

     

    The
      opinion set forth in paragraph 3 is subject to: (i) the effect of applicable
      bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or
      other similar Laws of general application relating to or affecting the
      enforcement of creditors' rights generally, (ii) limitations on the remedy
      of
      specific performance and injunctive and other forms of equitable relief due
      to
      the possible existence of equitable defenses or due to the discretion of the
      court before which any proceeding therefor may be brought, (iii) the
      unenforceability under certain circumstances of provisions to the effect that
      failure to exercise, or delay in exercising, rights or remedies will not operate
      as a waiver of any such right or remedy, (iv) limitations based upon statutes
      or
      upon public policy limiting a Person's right to waive the benefits of statutory
      provisions or of a common law right, (v) limitations on the right of a creditor
      to exercise remedies or impose penalties for late payments or other defaults
      by
      a borrower, if it is determined that (a) either the defaults are not material,
      such penalties bear no reasonable relation to the damage suffered by the
      creditor as a result of such delinquencies or defaults, or it cannot be
      demonstrated that the enforcement of such restrictions or burdens is reasonably
      necessary for the protection of the creditor, or (b) the creditor's enforcement
      of such covenants or provisions under the circumstances would violate the
      creditor's implied covenant of good faith and fair dealing, (vi) the
      unenforceability under certain circumstances, under California or federal Law
      or
      court decisions, of provisions releasing a party from, or indemnifying a party
      against, liability for its own wrongful or grossly negligent acts or where
      such
      release or indemnification is contrary to public policy, (vii) the effect of
      California Law, which provides that a court may refuse to enforce, or may limit
      the application of, a contract or any clause of a contract which the court
      finds
      to have been unconscionable at the time it was made, or an unfair portion of
      an
      adhesion contract, (viii) the effect of California Law,

     


    
      
        Form
          of
          Opinion of Counsel to the Borrower

      

      
        H-2

        
          

        

      

      
        
        

      

    


    which
      provides that when a contract permits one party to a contract to recover
      attorneys' fees, the prevailing party in any action to enforce any provision
      of
      the contract shall be entitled to recover its reasonable attorneys' fees, (ix)
      compliance with, and limitations imposed by, procedural requirements of state
      Law, including the provisions of the California Commercial Code relating to
      the
      exercise of remedies by a creditor; and (x) limitations under California Law
      as
      to the right to retain or collect unearned interest. The foregoing limitations,
      however, do not render the Credit Agreement and the Notes invalid as a whole,
      and there exists, in the Credit Agreement and the Notes or pursuant to
      applicable Law, legally adequate remedies for the realization of the principal
      benefits intended to be provided by the Credit Agreement and the
      Notes.

     

    I
      am a
      member of the Bar of the State of California and the foregoing opinion is
      limited to the Laws of the State of California and the federal Laws of the
      United States of America. In giving the foregoing opinion, (i) I express no
      opinion as to the effect (if any) of any Law of any jurisdiction (except the
      State of California) in which any Lender is located which limits the rate of
      interest that such Lender may charge or collect; (ii) I have assumed, without
      independent investigation, that the execution, delivery and performance by
      the
      Lenders of the Credit Agreement are within the Lenders' powers and have been
      duly authorized by all necessary action; and (iii) I have assumed, without
      independent investigation, that each of the Lenders is exempt from the
      limitations on interest contained in Article XV, Section 1 of the Constitution
      of the State of California.

     

    The
      references in this opinion to facts based on the "best of my knowledge" refer
      only to my own actual, present knowledge and the knowledge of the members of
      my
      staff who have given substantive consideration to the matters referred to
      herein.

     

    This
      opinion is furnished by me as General Counsel for TMCC to you in connection
      with
      the Credit Agreement, is solely for your benefit and may not be relied upon
      by
      any other person, other than an Eligible Assignee or Participant pursuant to
      Section
      9.7
      of the
      Credit Agreement, without my prior written consent. Notwithstanding the
      foregoing grant of permission to Eligible Assignees to rely on this opinion,
      I
      express no opinion with respect to the effect of any such Eligible Assignee
      failing to comply with any legal requirement in order for it to enforce the
      Credit Agreement. I express no opinion as to enforceability of the Loan
      Documents by a Participant.

     

    Respectfully
      submitted,

     

    


                                    Geri
      Brewster

                                    General
      Counsel

     

    


     

    


     

    


     


    
      
        
          Form
            of
            Opinion of Counsel to the Borrower

        

      

      
        H-3

        
          

        

      

      
        
        

        
        

      

    

    EXHIBIT
      I

     

    FORM
      OF OPINION Of PIETRANTONI MÉNDEZ & ALVAREZ LLP

    


     

     

    To
      the
      Lenders and the Administrative Agent 

    Referred
      to Below 

    c/o
      Citicorp USA, Inc., as Administrative Agent 

    Two
      Penns
      Way

    New
      Castle, DE 19720

    Re:
      Credit Agreement

     

    Ladies
      and Gentlemen:

     

    We
      have
      acted as special Commonwealth of Puerto Rico counsel for Citicorp USA, Inc.,
      as
      Administrative Agent (the "Administrative Agent"), in connection with the Five
      Year Credit Agreement, dated as of March 29, 2006, among Toyota Motor Credit
      Corporation, a California corporation, Toyota Credit de Puerto Rico Corp.,
      a
      corporation organized under the laws of Puerto Rico (the "Borrower"), the
      Lenders from time to time party thereto, Citicorp USA, Inc., as Administrative
      Agent, Citigroup Global Markets Inc. and Banc of America Securities LLC, as
      Joint Lead Arrangers and Joint Book Managers, Bank of America, N.A., as
      Syndication Agent, and The Bank of Tokyo-Mitsubishi, Ltd. and JPMorgan Chase
      Bank, N.A., as Documentation Agents. Terms defined in the Credit Agreement
      are
      used herein as therein defined. This opinion is being rendered to you pursuant
      to Section 4.1(a)(vi) of the Credit Agreement.

     

    We
      have
      participated in the negotiation of the Credit Agreement and have examined
      originals or copies, certified or otherwise identified to our satisfaction,
      of
      such documents, corporate records, certificates of public officials and other
      instruments and have conducted such other investigations of fact and Law as
      we
      have deemed necessary or advisable for purposes of this opinion.

     

    Upon
      the
      basis of the foregoing and in reliance thereon, we are of the opinion, subject
      to the assumptions and limitations set forth herein, that:

     

    1. The
      Borrower is a corporation duly incorporated, validly existing and in good
      standing under the Laws of Puerto Rico, and has all corporate powers and all
      material governmental licenses, authorizations, consents and approvals required
      to carry on its business as now conducted.

     

    2. The
      execution, delivery and performance by the Borrower of the Credit Agreement
      and
      the Notes are within the Borrower's corporate powers, have been duly authorized
      by all necessary corporate action, require no action by or in respect of, or
      filing with, any Governmental Authority and do not contravene, or constitute
      a
      default

     


    
      
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          of
          Opinion of Pietrantoni Méndez & Alvarez LLP

      

      
        I-1

        
          

        

      

      
        
        

      

    


    under,
      any provision of applicable Law or of the articles of incorporation or bylaws
      of
      the Borrower. 

     

    3. The
      Credit Agreement and the Notes are governed, by their terms, by New York Law.
      We
      express no opinion on the enforceability of the Loan Documents under New York
      Law. If the Law of Puerto Rico were to apply, the Credit Agreement would
      constitute a valid and binding agreement of the Borrower and each Note would
      constitute a valid and binding obligation of the Borrower, in each case
      enforceable in accordance with its terms. 

     

    The
      opinion set forth in paragraph 3 is subject to: (i) the effect of applicable
      bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or
      other similar Laws of general application relating to or affecting the
      enforcement of creditors' rights generally, (ii) limitations on the remedy
      of
      specific performance and injunctive and other forms of equitable relief due
      to
      the possible existence of equitable defenses or due to the discretion of the
      court before which any proceeding therefor may be brought, (iii) the
      unenforceability under certain circumstances of provisions to the effect that
      failure to exercise, or delay in exercising, rights or remedies will not operate
      as a waiver of any such right or remedy, (iv) limitations based upon statutes
      or
      upon public policy limiting a Person's right to waive the benefits of statutory
      provisions or of a common law right, (v) limitations on the right of a creditor
      to exercise remedies or impose penalties for late payments or other defaults
      by
      a borrower, if it is determined that (a) either the defaults are not material,
      such penalties bear no reasonable relation to the damage suffered by the
      creditor as a result of such delinquencies or defaults, or it cannot be
      demonstrated that the enforcement of such restrictions or burdens is reasonably
      necessary for the protection of the creditor, or (b) the creditor's enforcement
      of such covenants or provisions under the circumstances would violate the
      creditor's implied covenant of good faith and fair dealing, (vi) the
      unenforceability under certain circumstances, under the Law of Puerto Rico
      or
      federal Law or court decisions, of provisions releasing a party from, or
      indemnifying a party against, liability for its own wrongful or negligent acts
      or where such release or indemnification is contrary to public policy, (vii)
      the
      effect of the Law of Puerto Rico, which provides that a court may refuse to
      enforce, or may limit the application of, a contract or any clause of a contract
      which the court finds to have been unconscionable at the time it was made,
      or an
      unfair portion of an adhesion contract, (viii) compliance with, and limitations
      imposed by, procedural requirements of the Law of Puerto Rico; and (ix)
      limitations under the Law of Puerto Rico as to the right to retain or collect
      unearned interest. The foregoing limitations, however, do not render the Credit
      Agreement and the Notes invalid as a whole, and there exists, in the Credit
      Agreement and the Notes or pursuant to applicable Law, legally adequate remedies
      for the realization of the principal benefits intended to be provided by the
      Credit Agreement and the Notes.

     

    We
      are
      members of the Bar of the Commonwealth of Puerto Rico and the foregoing opinion
      is limited to the Laws of Puerto Rico and the federal Laws of the United States
      of America. In giving the foregoing opinion, (i) we express no opinion as to
      the
      effect (if any) of any Law of any jurisdiction (except Puerto Rico) in which
      any
      Lender is located which limits the rate of interest that such Lender may charge
      or collect; and (ii) we have assumed, without independent investigation, that
      the execution, delivery

     


    
      
        Form
          of
          Opinion of Pietrantoni Méndez & Alvarez LLP

      

      
        I-2

        
          

        

      

      
        
        

      

    


    and
      performance by the Lenders of the Credit Agreement and the Notes are within
      the
      Lenders' powers and have been duly authorized by all necessary
      action..

     

    This
      opinion is furnished to you in connection with the Credit Agreement, is solely
      for your benefit and may not be relied upon by, nor may copies be delivered
      to,
      any other person, other than an Eligible Assignee or Participant pursuant to
      Section
      9.7
      of the
      Credit Agreement, without our prior written consent. Notwithstanding the
      foregoing grant of permission to Eligible Assignees to rely on this opinion,
      we
      express no opinion with respect to the effect of any such Eligible Assignee
      failing to comply with any legal requirement in order for it to enforce the
      Credit Agreement. 

     

    Respectfully
      submitted,

     

    


     

    


     

    


     

    
 

     


    
      
        
          Form
            of
            Opinion of Pietrantoni Méndez & Alvarez LLP

        

      

      
        I-3

        
          

        

      

      
        
        

        
        

      

    

                                                          
      EXHIBIT J

     

    FORM
      OF OPINION OF SHEARMAN & STERLING LLP

     

     

    __________,
      2006

     

    To
      the
      Initial Lenders party to the Credit

    Agreement
      referred to below and to

    Citicorp
      USA, Inc., as Administrative Agent 

    


     

    Toyota
      Motor Credit Corporation 

    Toyota
      Credit De Puerto Rico Corp.

     

    Ladies
      and Gentlemen:

     

    We
      have
      acted as counsel to Citicorp USA, Inc., as Administrative Agent (the
      "Agent"),
      in
      connection with the Five Year Credit Agreement, dated as of March 29, 2006
      (the
      "Credit
      Agreement"),
      among
      Toyota Motor Credit Corporation, a California corporation ("TMCC"),
      Toyota Credit De Puerto Rico Corp., a corporation organized under the laws
      of
      the Commonwealth of Puerto Rico ("TCPR"
      and,
      together with TMCC, the "Borrowers"),
      and
      each of you. Unless otherwise defined herein, terms defined in the Credit
      Agreement are used herein as therein defined.

     

    In
      that
      connection, we have reviewed originals or copies of the following
      documents:

     

    
      	(a)  	
              The
                Credit Agreement.

            


    

    


    
      	(b)  	
              The
                Notes executed by the Borrowers and delivered on the date
                hereof.

            


    

    


    The
      documents described in the foregoing clauses (a) and (b) are collectively
      referred to herein as the "Opinion
      Documents".

     

    We
      have
      also reviewed originals or copies of such other agreements and documents as
      we
      have deemed necessary as a basis for the opinion expressed below.

     

    In
      our
      review of the Opinion Documents and other documents, we have
      assumed:

     

    
      	(A)  	
              The
                genuineness of all signatures. 

            


    

     

    
      	(B)  	
              The
                authenticity of the originals of the documents submitted to
                us.

            


    

    

      
        
           

          Opinion
            of Shearman & Sterling LLP

        

        
          J-1

          
            

          

        

        
          
          

        

      

      
        	(C)  	
                The
                  conformity to authentic originals of any documents submitted to
                  us as
                  copies.

              


      

       

      
        	(D)  	
                As
                  to matters of fact, the truthfulness of the representations made
                  in the
                  Credit Agreement.

              


      

       

      
        	(E)  	
                That
                  the Credit Agreement is the legal, valid and binding obligation
                  of each
                  party thereto, other than the Borrowers, enforceable against each
                  such
                  party in accordance with its terms.

              


      

       

      
        	(F)  	
                That:
                  

              


      

       

      (1) Each
        Borrower is an entity duly organized and validly existing under the laws
        of the
        jurisdiction of its organization.

       

      (2) Each
        Borrower has full power to execute, deliver and perform, and has duly executed
        and delivered, the Opinion Documents to which it is a party.

       

      (3) The
        execution, delivery and performance by each Borrower of the Opinion Documents
        to
        which it is a party have been duly authorized by all necessary action (corporate
        or otherwise) and do not: 

       

      (a) contravene
        its certificate or articles of incorporation, by-laws or other organizational
        documents; 

       

      (b) except
        with respect to Generally Applicable Law, violate any law, rule or regulation
        applicable to it; or 

       

      (c) result
        in
        any conflict with or breach of any agreement or document binding on it of
        which
        any addressee hereof has knowledge, has received notice or has reason to
        know.

       

      (4) Except
        with respect to Generally Applicable Law, no authorization, approval or other
        action by, and no notice to or filing with, any governmental authority or
        regulatory body or (to the extent the same is required under any agreement
        or
        document binding on it of which an addressee hereof has knowledge, has received
        notice or has reason to know) any other third party is required for the due
        execution, delivery or performance by each Borrower of any Opinion Document
        or,
        if any such authorization, approval, action, notice or filing is required,
        it
        has been duly obtained, taken, given or made and is in full force and
        effect.

       

      We
        have
        not independently established the validity of the foregoing assumptions.
        

       

       

      
        
          Opinion
            of Shearman & Sterling LLP

        

        
          J-2

          
            

          

        

        
          
          

        

      

       

      
        "Generally
          Applicable Law"
          means
          the federal law of the United States of America, and the law of the State
          of New
          York (including the rules or regulations promulgated thereunder or pursuant
          thereto), that a New York lawyer exercising customary professional diligence
          would reasonably be expected to recognize as being applicable to either
          Borrower, the Opinion Documents or the transactions governed by the Opinion
          Documents. Without limiting the generality of the foregoing definition
          of
          Generally Applicable Law, the term "Generally Applicable Law" does not
          include
          any law, rule or regulation that is applicable to either Borrower, the
          Opinion
          Documents or such transactions solely because such law, rule or regulation
          is
          part of a regulatory regime applicable to any party to any of the Opinion
          Documents or any of its affiliates due to the specific assets or business
          of
          such party or such affiliate. 

         

        Based
          upon the foregoing and upon such other investigation as we have deemed
          necessary
          and subject to the qualifications set forth below, we are of the opinion
          that
          each Opinion Document is the legal, valid and binding obligation of each
          Borrower that is a party thereto, enforceable against such Borrower in
          accordance with its terms.

         

        Our
          opinion expressed above is subject to the following qualifications:

         

        (a) Our
          opinion is subject to the effect of any applicable bankruptcy, insolvency,
          reorganization, moratorium or similar laws affecting creditors' rights
          generally
          (including without limitation all laws relating to fraudulent
          transfers).

        


        (b) Our
          opinion is subject to the effect of general principles of equity, including
          without limitation concepts of materiality, reasonableness, good faith
          and fair
          dealing (regardless of whether considered in a proceeding in equity or
          at
          law).

        


        (c) We
          express no opinion with respect to the enforceability of indemnification
          provisions, or of release or exculpation provisions, contained in the Opinion
          Documents to the extent that enforcement thereof is contrary to public
          policy
          regarding the indemnification against or release or exculpation of criminal
          violations, intentional harm or violations of securities laws.

        


        (d) Our
          opinion is limited to Generally Applicable Law.

         

        A
          copy of
          this opinion letter may be delivered by any of you to any person that becomes
          a
          Lender in accordance with the provisions of the Credit Agreement. Any such
          person may rely on the opinion expressed above as if this opinion letter
          were
          addressed and delivered to such person on the date hereof.

         

        This
          opinion letter is rendered to you in connection with the transactions
          contemplated by the Opinion Documents. This opinion letter may not be relied
          upon by you or any person entitled to rely on this opinion pursuant to
          the
          preceding paragraph for any other purpose without our prior written
          consent.

      

    

     


    
      
         

        Opinion
          of Shearman & Sterling LLP

      

      
        J-3

        
          

        

      

      
        
        

      

    


    This
      opinion letter speaks only as of the date hereof. We expressly disclaim any
      responsibility to advise you of any development or circumstance of any kind,
      including any change of law or fact, that may occur after the date of this
      opinion letter that might affect the opinion expressed herein.

     

    Very
      truly yours,

    


    


    


    


    WEH:SLH

     

    
      
        
          Opinion
            of Shearman & Sterling LLP

        

      

      
        J-4