Exhibit 4.1


 


FIXED RATE GLOBAL MEDIUM-TERM NOTE, SERIES B-TMCC CoreNotes®


 


Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Issuer or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.


 


	
  REGISTERED

  	
   

  	
  PRINCIPAL OR
  FACE AMOUNT

  
	
  CUSIP No.

  	
   

  	
   

  	
  $

  	
   

  	
   

  
						



 


TOYOTA MOTOR CREDIT CORPORATION


MEDIUM-TERM NOTE, SERIES B-TMCC CoreNotes®


(Fixed Rate)


 


*** [  ] CHECK IF A PRINCIPAL
INDEXED NOTE ***


IF CHECKED, CALCULATION AGENT:                        


 


If this is a Principal
Indexed Note, references herein to “principal” shall be deemed to be the face
amount hereof, except that the amount payable upon Maturity of this Note shall
be determined in accordance with the formula or formulas set forth below or in
an attached Addendum hereto.


 


Issue
Price:  %


Trade
Date:


Original
Issue Date:


Stated
Maturity Date:


 


Interest
Rate:  %


Interest
Payment Dates:


 


Day
Count Convention:


o  30/360


o  Actual/360


o  Actual/Actual


 


1

















 


Redemption:


Redemption
Date(s):


Redemption
Percentage:


Notice
of Redemption:


 


Repayment:


Optional
Repayment Date(s):


Repayment
Price:


Survivor’s
Option:


o Yes


o No


 


Original
Issue Discount:


Total
Amount of OID:


Yield
to Maturity:


Initial
Accrual Period:


 


Specified
Currency:


Minimum
Denominations:


Form of
Note:


o Book-entry only


o Certificated


 


Addendum
Attached:


o Yes


o No


 


Other
Provisions:


 


2

















 


TOYOTA MOTOR CREDIT CORPORATION, a California
corporation (“Issuer” or the “Company,” which terms include any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of


 


DOLLARS or if this is a Principal Indexed Note, the
principal amount as determined in accordance with the terms set forth under “Other
Provisions” above and/or in an Addendum attached hereto, on the Stated Maturity
Date specified above (except to the extent redeemed or repaid prior to the
Stated Maturity Date), and to pay interest on the principal or face amount as
set forth above at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment. Reference herein
to “this Note”, “hereof”, “herein” and comparable terms shall include an Addendum
hereto if an Addendum is specified above.


 


The Company will pay interest on each Interest Payment
Date specified above, commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Stated Maturity
Date or any Redemption Date, Optional Repayment Date or the repayment date for the
Survivor’s Option (if specified as so repayable at the option of the Holder on
the face hereof or in an attached Addendum) (the date of each such Stated
Maturity Date, Redemption Date, Optional Repayment Date, the repayment date for
the Survivor’s Option and the date on which principal or an installment of
principal is due and payable by declaration of acceleration or otherwise
pursuant to the Indenture being referred to hereinafter as a “Maturity” with
respect to principal payable on such date); provided, however,
that if the Original Issue Date is between a Regular Record Date (as defined
below) and the next succeeding Interest Payment Date, interest payments will
commence on the second Interest Payment Date succeeding the Original Issue Date;
and provided  further, unless specified otherwise in an Addendum attached
hereto. If the Maturity or an Interest Payment Date (including an Interest
Payment Date at Maturity) would fall on a day that is not a Business Day (as
defined below), the payment due on that day shall be made on the following day
that is a Business Day, and no interest shall accrue with respect to such
payment for the period from and after such Maturity or Interest Payment Date. Except
as provided below, interest payments will be made on the Interest Payment Dates
shown above. Unless otherwise specified above, the “Regular Record Date” shall
be the date 15 calendar days (whether or not a Business Day) prior to the applicable
Interest Payment Date. Interest on this Note will accrue from and including the
most recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid or duly provided for, from the
Original Issue Date specified above, to, but excluding such Interest Payment
Date. 


 


3

















 


The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such Interest Payment Date; provided, that payment of interest due
at Maturity will be made to the Person to whom payment of the principal of this
Note will be made. Any such interest which is payable, but not punctually paid
or duly provided for on any Interest Payment Date (herein called “Defaulted
Interest”), shall forthwith cease to be payable to the registered Holder on
such Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.


 


Unless otherwise specified under Specified Currency
above and/or in an Addendum attached hereto, this Note will be denominated in
U.S. dollars and payments of principal, premium and interest, if any, on this
Note will be made in U.S. dollars or in such coin or currency of the United
States as at the time of payment is legal tender for payments of public and
private debts. If this Note is not denominated in U.S. dollars or if payments
of principal, premium and interest, if any, on this Note will be made in or by
reference to a currency or in amounts determined by reference to one or more
currencies other than that in which this Note is denominated, any other
applicable provisions will be included in an Addendum attached hereto. However,
unless otherwise specified in an Addendum attached hereto, if such currency is
unavailable to the Company due to the imposition of exchange controls or other
circumstances beyond its control or is no longer used by the relevant
government or for the settlement of transactions by public institutions of or
within the international banking community, then all payments in respect of
this Note will be made in U.S. dollars until such currency is again available
to the Company or so used. If the Company cannot make payment in the Specified
Currency indicated above solely because that currency has been replaced by the
euro, then, beginning with the date the replacement becomes effective, the
Company will be able to satisfy its obligations under this Note by making
payment in euro or such other currency. The amounts payable on any date in such
currency will be converted into euro or such other currency on the basis of the
most recently available market exchange rate for such currency or as otherwise
indicated in an Addendum attached hereto.


 


Payment of the principal of, premium, if any, and
interest on this Note will be made at the Office or Agency of the Company
maintained by the Company for such purpose; provided, however,
that at the option of the Company, payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register; and provided, further,
that at the option of the Company, the Holder of this Note may be entitled
to receive payments of


 


4

















 


principal of, premium, if any, and interest on this
Note by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received by the Trustee not less than 15 days
prior to the applicable payment date.


 


Unless the certificate of authentication hereon has
been executed by or on behalf of JPMorgan Chase Bank, N.A., the Trustee for
this Note under the Indenture, or its successor thereunder, by the manual
signature of one of its authorized officers, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.


 


This Note is one of a duly authorized series of
Securities (hereinafter called the “Securities”) of the Company designated as
its Medium-Term Notes, Series B-TMCC CoreNotes® (the “Notes”). The Notes are
issued and to be issued under an Indenture dated as of August 1, 1991 as
amended and supplemented by the First Supplemental Indenture dated as of October 1,
1991, and the Second Supplemental Indenture dated as of March 31, 2004
(herein called the “Indenture”) between the Company, JPMorgan Chase Bank, N.A.
(as successor to The Chase Manhattan Bank, N.A.) and Deutsche Bank Trust
Company Americas (formerly known as Bankers Trust Company), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Company, the Trustee (as
defined below) and the Holders of the Notes and the terms upon which the Notes
are to be authenticated and delivered. JPMorgan Chase Bank, N.A. shall act as
Trustee with respect to the Notes (herein called the “Trustee”, which term
includes any successor Trustee with respect to the Notes, under the Indenture).
The terms of individual Notes may vary with respect to interest rates or
interest rate formulas, issue dates, maturity, redemption, repayment, currency
of payment and otherwise.


 


Except as otherwise provided in the Indenture, the
Notes will be issued in global form only registered in the name of The
Depository Trust Company (“DTC”) or its nominee. The Notes will not be issued
in definitive form, except as otherwise provided in the Indenture, and
ownership of the Notes shall be maintained in book entry form by DTC for
the accounts of participating organizations of DTC (“DTC Participants”).


 


This Note is not subject to any sinking fund and,
unless otherwise provided above in accordance with the provisions of the
following paragraphs, is not redeemable or repayable prior to the Stated
Maturity Date.


 


If no Redemption Date is set forth above, this Note may not
be redeemed prior to the Stated Maturity Date. If so provided above, this Note may be
redeemed by the Company on any Redemption Date specified above in whole or part in
increments of $1,000 (unless specified otherwise in an Addendum attached
hereto, and provided that any remaining principal hereof shall be at least
$1,000) at the option of the Company at the applicable Redemption Price (as
defined below) together with accrued interest hereon at the applicable rate payable
to the applicable Redemption Date upon written Notice of Redemption specified
above or such other notice specified in an Addendum attached hereto. In the
event of redemption of this Note in part only, a new Note for the


 


5

















 


unredeemed portion hereof shall be issued in the name
of the Holder hereof upon the surrender hereof.


 


Unless otherwise specified in an Addendum attached
hereto, the “Redemption Price” shall be 100% of the principal amount of this
Note.


 


Unless otherwise specified in an Addendum attached
hereto, this Note is not subject to repayment at the option of the Holder other
than pursuant to the Survivor’s Option (as defined below). If this Note shall
be repayable at the option of the Holder as specified in an attached Addendum
hereto, unless otherwise specified in such Addendum, on any Optional Repayment
Date, this Note shall be repayable in whole or in part in increments of
$1,000 (unless specified otherwise in an Addendum attached hereto, and provided
that any remaining principal hereof shall be at least $1,000) at the option of
the Holder hereof at a repayment price equal to 100% of the principal amount to
be repaid, together with interest thereon payable to the date of repayment. If
specified as repayable at the option of the Holder in such Addendum, for this
Note to be repaid in whole or in part at the option of the Holder hereof,
this Note must be received, with the form entitled “Option to Elect
Repayment” attached hereto as Annex A, duly completed, by the Trustee at its
Corporate Trust Office, or such address which the Company shall from time to
time notify the Holders of the Notes, not more than 60 nor less than 30 days
prior to the related Optional Repayment Date or such other time as is specified
in an Addendum attached hereto. Exercise of such repayment option by the Holder
hereof shall be irrevocable.


 


If specified on the face of this Note, the estate of
the deceased beneficial owner of this Note will be eligible to request the repurchase
of this Note, in whole or in part, prior to maturity for a principal amount of
at least $1,000 (provided that any remaining principal hereof shall be at least
$1,000) (the “Survivor’s Option”). No Survivor’s Option may be exercised
unless the Original Issue Date specified above was at least one year prior to
the beneficial owner’s exercise of the Survivor’s Option.


 


If a Survivor’s Option is exercised, the Company shall
repay this Note if properly tendered for repayment by or on behalf of the
person that has apparent authority to act on behalf of the deceased owner of this
Note under the laws of the appropriate jurisdiction at a price equal to 100% of
the unpaid principal amount of the beneficial interest to be repaid, together
with unpaid interest accrued thereon to the date of repayment, subject to the
Annual Put Limitation and the Individual Put Limitation described below.


 


The Company has the discretionary right to limit the
aggregate principal amount of Notes subject to a Survivor’s Option that may be
exercised by all Holders of the Notes in any calendar year (the “Annual Put
Limitation”), to an amount equal to the greater of (i) $1,000,000 or (ii) 1%
of the principal amount of the Notes outstanding as of the end of the most
recent calendar year. The Company also has the discretionary right to limit the
aggregate principal amount of the Notes subject to a Survivor’s Option that may be
exercised in any calendar year on behalf of any individual deceased owner of a
beneficial interest in the Notes to $200,000 (the “Individual Put Limitation”).


 


6

















 


An otherwise valid election to exercise the Survivor’s
Option may not be withdrawn, unless the Company does not accept the
election during a calendar year as a result of the Annual Put Limitation or the
Individual Put Limitation and, after such exercise, this Note may not be
transferred prior to repayment by the Company. Each valid election to exercise
a Survivor’s Option will be considered for acceptance in the order received by
the Trustee for purpose of the Annual Put Limitation or the Individual Put
Limitation. If all or part of this Note is accepted for repayment pursuant
to exercise of the Survivor’s Option the date of repayment will be no later
than the first Interest Payment Date that occurs 20 or more calendar days after
the date of the acceptance. Any part of this Note submitted for repayment
that is not accepted in any calendar year due to the application of the Annual
Put Limitation or the Individual Put Limitation will be deemed to be tendered
on the first day of the following calendar year in the order in which all such Notes
were originally tendered. If any part of this Note is submitted for
repayment pursuant to a valid election of the Survivor’s Option and is not
accepted due to such limitations, the Trustee will deliver a written notice by
first-class mail to the applicable DTC Participant that states the reason
that it has not been accepted for repayment.


 


To obtain repayment pursuant to the exercise of the
Survivor’s Option for this Note, the deceased owner’s authorized person must
provide the following items to the DTC Participant through which the related
beneficial interest is owned: (i) a written instruction to such DTC
Participant to notify DTC of the authorized person’s desire to obtain repayment
pursuant to exercise of the Survivor’s Option; (ii) appropriate evidence
that (a) the deceased was the owner of a beneficial interest in this Note
at the time of death, (b) the death of the owner has occurred and (c) the
requesting person has authority to act on behalf of the deceased owner; (iii) if
the beneficial interest in this Note is held by a nominee of the deceased
owner, a certificate from the nominee attesting to the deceased owner’s
ownership of a beneficial interest in this Note; (iv) a written request
for repayment signed by the authorized person for the deceased owner with a Medallion
Guarantee Stamp attached; (v) if applicable, a properly executed
assignment or endorsement; (vi) tax waivers and any other instruments or
documents reasonably required in order to establish the validity of the
ownership of the beneficial interest in this Note and the claimant’s
entitlement to payment; and (vii) any additional information to document
the ownership or authority to exercise the Survivor’s Option and to cause the
repayment of this Note.


 


In addition, the applicable DTC Participant must
deliver each of these items to the Trustee, together with the Repayment
Election Form attached hereto as Annex B and evidence satisfactory to
the Trustee from the DTC Participant stating that it represents the deceased
owner of the beneficial interest in this Note.


 


All questions regarding the eligibility or validity of
any exercise of the Survivor’s Option will be determined by the Company, in its
sole discretion, which determination will be final and binding on all parties.


 


7

















 


The death of a person owning this Note in joint
tenancy with another or others will be deemed the death of the owner of this
Note, and the entire principal amount of this Note so owned will be eligible
for repayment as described above.


 


The death of a person owning this Note by tenancy in
common will be deemed the death of an owner of this Note only with respect to
the deceased owner’s interest in this Note. However, if this Note is held by
husband and wife as tenants in common, the death of either spouse will be
deemed the death of the owner of this Note, and the entire principal amount of this
Note so owned will be eligible for repayment as described above.


 


If this Note is beneficially owned by a trust, it will
be regarded as beneficially owned by each beneficiary of the trust to the
extent of that beneficiary’s interest in the trust. The death of a beneficiary
of a trust will be deemed the death of the beneficial owner of this Note
beneficially owned by the trust to the extent of that beneficiary’s interest in
the trust. The death of an individual who was a tenant by the entirety or joint
tenant in a tenancy which is the beneficiary of a trust will be deemed the
death of the beneficiary of the trust. The death of an individual who was a
tenant in common in a tenancy which is the beneficiary of a trust will be
deemed the death of the beneficiary of the trust only with respect to the
deceased holder’s beneficial interest in this Note, unless a husband and wife
are the tenants in common, in which case the death of either will be deemed the
death of the beneficiary of the trust.


 


The death of a person who, during his or her lifetime,
was entitled to substantially all of the beneficial interests of ownership of this
Note will be deemed the death of the owner of this Note if the beneficial
interest can be established to the satisfaction of the Trustee. The beneficial
interest will be deemed to exist in typical cases of nominee ownership,
ownership under the Uniform Transfers or Gifts to Minors Acts, community
property or other joint ownership arrangements between a husband and wife and
custodial and trust arrangements where one person has substantially all of the
beneficial interests of ownership in this Note during his or her lifetime.


 


The applicable DTC Participant will be responsible for
disbursing payments received from the Trustee to the authorized person for the
deceased owner.


 


Payments on this Note in connection with the exercise of the Survivor’s
Option may be made to any person who submits the Repayment Election Form and
related supporting documentation that appears on its face to be correct. The
Company and the Trustee each disclaim any liability arising in connection with
such payments, including without limitation liability relating to the
submission of fraudulent documentation.


 


Interest payments on this Note shall include interest
accrued from, and including, the Original Issue Date indicated above, or the
most recent date to which interest has been paid or duly provided for, to, but
excluding, the related Interest Payment Date or Maturity, as the case may be.
Interest payments for this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months if the Day Count Convention specified
above is “30/360”, on the basis of the actual number of days in the related


 


8

















 


month and a 360-day year if the Day Count Convention
specified above is “Actual/360” or on the basis of the actual number of days in
the related year and month if the Day Count Convention specified above is “Actual/Actual”.


 


As used herein, “Business Day” means:


 


1.                     for
United States dollar denominated Notes: 
any day other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which commercial banks are authorized or required by law,
regulation or executive order to close in The City of New York (a “New York
Business Day”);


 


2.                     for
non-United States Dollar denominated Notes (other than Notes denominated in
euro):  a day that is both (x) a day
other than a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center (as
defined below) of the country issuing the Specified Currency (as indicated
above) and (y) a New York Business Day; and


 


3.                     for
euro denominated Notes:  a day that is
both (x) a day on which the Trans-European Automated Real-time Gross Settlement
Express Transfer (TARGET) system is open; and (y) a New York Business Day.


 


As used herein, “Principal Financial Center” means:
the capital city of the country issuing the Specified Currency except that with
respect to United States dollars, Australian dollars, Canadian dollars, South
African rand and Swiss francs, the Principal Financial Center will be the City
of New York, Sydney, Toronto, Johannesburg and Zurich, respectively.


 


“Specified Currency” means the currency in which a
particular Note is denominated (or, if the currency is no longer legal tender
for the payment of public and private debts, any other currency of the relevant
country or entity which is then legal tender for the payment of such debts).


 


Notwithstanding anything to the contrary contained
herein or in the Indenture, for purposes of determining the rights of a Holder
of a Note for which the principal thereof is determined by reference to the
price or prices of specified commodities or stocks, interest rate indices,
interest or exchange rate swap indices, the exchange rate of one or more
specified currencies relative to another currency or such other price, exchange
rate or other financial index or indices as specified above (a “Principal
Indexed Note”), in respect of voting for or against amendments to the Indenture
and modifications and the waiver of rights thereunder, the principal amount of
any such Principal Indexed Note shall be deemed to be equal to the face amount
thereof upon issuance. The method for determining the amount of principal
payable at Maturity on a Principal Indexed Note will be specified in an
attached Addendum.


 


Any provision contained herein with respect to the
calculation of the rate of interest applicable to this Note, its payment dates
or any other matter relating hereto may be modified as specified in an
Addendum relating hereto and references herein to “this


 


9

















 


Note,” “hereof,” “herein,” “as specified above” or
similar language of like import shall also be references to any such Addendum.


 


If an Event of Default with respect to the Notes shall
occur and be continuing, the principal of all the Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected thereby at any time by the Company and the
Trustee with the consent of the Holders of 66 2/3% in aggregate principal
amount of the Outstanding Securities of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all the Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Note at the time, place and rate, and in the coin or currency,
herein prescribed.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be registered
on the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof
or by its attorney duly authorized in writing, and thereupon one or more new
Notes of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.


 


The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples thereof (unless
specified otherwise in an Addendum attached hereto). The Company will specify
the minimum denominations for Notes denominated in a foreign currency in an
Addendum attached hereto. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


10

















 


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


 


The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.


 


All terms used in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.


 


11

















 


IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed,
manually or in facsimile, and an imprint or facsimile of its corporate seal to
be imprinted hereon.


 


	
   

  	
  TOYOTA MOTOR
  CREDIT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  George E. Borst

  
	
   

  	
   

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  David
  Pelliccioni

  	
   

  
	
   

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
  CERTIFICATE OF
  AUTHENTICATION

  	
   

  
	
   

  	
   

  
	
  This is one of
  the Securities of the series

  	
   

  
	
  designated
  therein referred to in the

  	
   

  
	
  within-mentioned
  indenture.

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE
  BANK, N.A.

  	
   

  
	
  (successor to The Chase Manhattan Bank, N.A.), as
  Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  	
   

  	
   

  
												



 

















 


ANNEX A


 


OPTION TO ELECT REPAYMENT


 


The
undersigned hereby irrevocably request(s) and instruct(s) the Company to repay
this Note (or portion hereof specified below) pursuant to its terms and at a
price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at 


	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (Please print or
  typewrite name and address of the undersigned)

  	
   

  



 


For
this Note to be repaid, the Trustee must receive at its Corporate Trust Office,
or at such other place or places of which the Company shall from time to time
notify the Holder of this Note, not more than 60 nor less than 30 days prior to
an Optional Repayment Date, if any, shown on the face of this Note, this Note
with this “Option to Elect Repayment” form duly completed.


 


If
less than the entire principal amount of this Note is to be repaid, specify the
portion hereof (which shall be increments of $1,000) which the Holder elects to
have repaid and specify the denomination or denominations (which shall be
$1,000 or an integral multiple thereof) of the Notes to be issued to the Holder
for the portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid).


 


	
  $

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: The
  signature on this Option to

  
	
  Date

  	
   

  	
   

  	
  Elect Repayment
  must correspond with the

  
	
   

  	
  name as written
  upon the face of this Note

  
	
   

  	
  in every
  particular, without alteration or

  enlargement or any change whatever.

  
						



 


A-1

















 


Annex B


 


TOYOTA MOTOR CREDIT CORPORATION


Medium-Term Notes Series B – TMCC CoreNotes ® (the “Notes”)


 


(SURVIVOR’S
OPTION) REPAYMENT ELECTION FORM


 


JPMorgan Chase Bank, N.A., Trustee


 


The undersigned financial institution (the “Financial Institution”)
represents the following:


 


The Financial Institution has received a request for repayment from the
executor or other authorized representative (the “Authorized Representative”)
of the deceased beneficial owner listed below (the “Deceased Beneficial Owner”)
of the above Notes.


 


At the time of his or her death, the Deceased Beneficial Owner owned Notes
in the principal amount listed below, and the Financial Institution currently
holds such Notes as a direct or indirect Participant in The Depository Trust
Company (the “Depositary”).


 


The Financial Institution agrees
to the following terms:


 


The Financial Institution shall follow the instructions (the “Instructions”)
accompanying this Repayment Election form (the “Form”).


 


The Financial Institution shall make all records specified in the
Instructions supporting the above representations available to JPMorgan Chase
Bank, N.A. (the “Trustee”) for inspection and review within five business days
of the Trustee’s request.


 


If the Financial Institution or the Trustee, in either’s reasonable
discretion, deems any of the records specified in the instructions supporting
the above representations unsatisfactory to substantiate a claim for repayment,
the Financial Institution shall not be obligated to submit this Form, and the
Trustee may deny repayment. If the Financial Institution cannot
substantiate a claim for repayment, it shall notify the Trustee immediately.


 


Other than as described in the prospectus supplement in the limited
situation involving tenders of Notes that are not accepted during one calendar
year as a result of the Annual Put Limitation or the Individual Put Limitation,
otherwise valid repayment elections may not be withdrawn.


 


The Financial Institution agrees to indemnify and hold harmless the
Trustee and Toyota Motor Credit Corporation against and from any and all
claims, liabilities, costs, losses, and expenses, suits and damages resulting
from any misrepresentation or inaccuracy with respect to the Financial
Institution’s above representations or from the Financial Institution’s request
for repayment on behalf of the Authorized Representative.


 


	
  If by mail:

  	
   

  	
  If by Overnight Courier:

  
	
  JPMorgan
  Chase Bank, N.A

  	
   

  	
  JPMorgan
  Chase Bank, N.A

  
	
  WSS –
  Survivor Option Processing

  	
   

  	
  WSS –
  Survivor Option Processing

  
	
  P.O. Box
  2320

  	
   

  	
  2001
  Bryan Street, 9th Floor

  
	
  Dallas,
  TX 75221-2320

  	
   

  	
  Dallas,
  TX 75201

  



 


If you wish to confirm receipt of your delivery, please call 1-(800) 516-8216.


 


The electronic mailbox for written customer inquiries is: survivor_options@jpmorgan.com or visit our bondholder
website located at: http://www.jpmorgan.com/bondholder.


 


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TOYOTA MOTOR CREDIT CORPORATION


Medium-Term Notes Series B – TMCC CoreNotes ® (the “Notes”)


 


(SURVIVOR’S
OPTION) REPAYMENT ELECTION FORM


 


MUST BE FILLED IN COMPLETELY AND LEGIBLY


	
  DATE OF ELECTION (Date this Form was completed):

  	
   

  	
   

  
	
  CUSIP No.:

  	
   

  	
   

  	
  INTEREST RATE:

  	
  %

  
	
  STATED
  MATURITY DATE:

  	
   

  	
   

  
	
  PRINCIPAL AMOUNT OF REQUESTED REPAYMENT:

  	
   

  	
  $

  
	
  DATE REQUESTED FOR REPAYMENT (Indicate the date of requested repayment. The
  date of requested repayment may not be earlier than the first Interest Payment Date to occur at least 20 calendar days
  after the date of the Trustee’s acceptance of the Notes for repayment, unless
  such date is not a Business Day, in which case the date of requested payment may be
  no earlier than the next succeeding Business Day):

  	
   

  	
   

  
	
  NAME OF
  DECEASED BENEFICIAL OWNER:

  	
   

  	
   

  
	
  SOCIAL
  SECURITY NO. OF DECEASED BENEFICIAL

  	
   

  	
   

  
	
  OWNER:

  	
   

  	
   

  
	
  DATE OF DEATH:

  	
   

  	
   

  
	
  NAME OF
  AUTHORIZED REPRESENTATIVE REQUESTING REPAYMENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NAME OF
  FINANCIAL INSTITUTION REQUESTING REPAYMENT (DTC Direct Participant only):

  	
   

  	
   

  
	
  DTC
  PARTICIPANT NO.:

  	
   

  	
   

  
	
  CONTACT
  NAME:

  	
   

  	
   

  
	
  E-MAIL
  ADDRESS:

  	
   

  	
   

  
	
  PHONE NUMBER:

  	
   

  	
   

  	
  FACSIMILE NO.:

  	
   

  
	
  SIGNATURE OF FINANCIAL INSTITUTION REPRESENTATIVE (Affix the authorized signature of the
  Financial Institution’s representative. THE SIGNATURE MUST BE
  GUARANTEED BY AN “ELIGIBLE GUARANTOR INSTITUTION” MEETING THE REQUIREMENTS OF
  THE TRUSTEE WHICH REQUIREMENTS INCLUDE MEMBERSHIP OR PARTICIPATION IN
  SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”) OR SUCH OTHER “SIGNATURE
  GUARANTEE PROGRAM” AS MAY BE DETERMINED BY THE TRUSTEE:

  	
   

  	
   

  
							



The Financial Institution agrees to indemnify and hold harmless the Trustee
and Toyota Motor Credit Corporation against and from any and all claims,
liabilities, costs, losses, and expenses, suits and damages resulting from any
misrepresentation or inaccuracy with respect to the Financial Institution’s
above representations or from the Financial Institution’s request for repayment
on behalf of the Authorized Representative.


 


FACSIMILE
TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL NOT BE ACCEPTED.


 


TO BE COMPLETED BY TRUSTEE ONLY:


	
  ELECTION
  NO:

  	
   

  	
   

  
	
  DATE OF
  RECEIPT OF FORM

  	
   

  	
   

  
	
  DATE OF
  ACCEPTANCE (Acknowledgment):

  	
   

  	
  o

  



 


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Toyota Motor Credit Corporation


Toyota Motor Credit Corporation Medium-Term Notes Series B – TMCC
CoreNotes®


 


SURVIVOR’S OPTION INSTRUCTIONS


 


In accordance with the
provisions of the above-referenced Notes and the applicable Prospectus
Supplement, the “Survivor’s Option” is the agreement of Toyota Motor Credit
Corporation (“TMCC”) with the beneficial owner of a Note to repurchase that
Note, in whole or in part, if requested, upon the death of the beneficial
owner, provided that such request is made at least one year after the date
of issuance of the Note. Unless otherwise specified, the estate of the
deceased beneficial owner of a Note will be eligible to exercise a Survivor’s
Option. All terms used herein have the meanings as defined in the Notes or the
applicable Prospectus Supplement.


 


You may elect to
demand repayment of your Notes, in whole or in part, in increments of $1,000 at
a repayment price equal to 100% of the principal amount thereof together with
unpaid interest accrued to the date of repayment. Other than as described in
the prospectus supplement in the limited situation involving tenders of Notes
that are not accepted during one calendar year as a result of the Annual Put
Limitation or the Individual Put Limitation, an otherwise valid election to
exercise the Survivor’s Option may not be withdrawn. Each election to
exercise a Survivor’s Option will be accepted in the order received, except for
any Note the acceptance of which would contravene the Annual Put Limitation or
the Individual Put Limitation. Notes accepted for repurchase pursuant to
exercise of the Survivor’s Option will be repaid no later than the first
Interest Payment Date that occurs 20 or more calendar days after the date of
the acceptance. Each Note submitted for repurchase that is not accepted in
any calendar year due to the application of the Annual Put Limitation or the
Individual Put Limitation will be deemed to be tendered on the first day of the
following calendar year in the order in which all such Notes were originally
tendered. If a valid election of the Survivor’s Option cannot be honored, the
Trustee or its agent will deliver a notice by first-class mail to the
applicable DTC Participant, stating the reason


 


DTC or its nominee will
be treated as the registered holder of the Notes and will be the only entity
that can exercise the Survivor’s Option for such Notes. To obtain repayment
pursuant to exercise of the Survivor’s Option for a Note through DTC, the
deceased owner’s authorized person must provide the following items to each DTC
participant (the “Participant”) through which the related beneficial interest
is owned.


 


•                  a written instruction to
the Participant to notify DTC of the authorized person’s desire to obtain
repayment pursuant to exercise of the Survivor’s Option;


 


•                  appropriate evidence that
(a)the deceased was the owner of a beneficial interest in the related Note at
the time of death, (b) the death of the owner has occurred and (c) the
person has authority to act on behalf of the deceased owner;


 


•                  if the beneficial interest
in the related Note is held by a nominee of the deceased owner, a certificate
from the nominee attesting to the deceased owner’s ownership of a beneficial
interest in such Note;


 


•                  a written request for
repayment signed by the authorized person for the deceased owner with a
Medallion Guarantee Stamp attached. This stamp can be obtained from a financial
institution that is a member of the Notes Transfer Association Medallion
Program, New York Exchange Medallion Program or Global Note Exchange Medallion
Program;


 


•                  if applicable, a properly
executed assignment or endorsement;


 


•                  tax waivers and any other
instruments or documents reasonably required in order to establish the validity
of the ownership of the beneficial interest in the related Note and the
claimant’s entitlement to payment; and


 


•                  any additional information
reasonably required to document the ownership or authority to exercise the
Survivor’s Option and to cause the repayment of the related Note.


 


In turn, the applicable
Participant will deliver each of these items to the Trustee, together with
evidence satisfactory to the Trustee from the Participant stating that it
represents the deceased owner of the beneficial interest in the related Note.


 


All questions regarding
the eligibility or validity of any exercise of the Survivor’s Option will be
determined by TMCC, in its sole discretion, which determination will be final
and binding on all parties.


 


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For purposes of
determining whether the Trustee will deem Notes beneficially owned by an
individual at the time of death, the following rules shall apply:


 


•                  Notes beneficially owned by tenants
by the entirety or joint tenants will be regarded as beneficially owned by a
single owner. The death of a tenant by the entirety or joint tenant will be
deemed the death of the beneficial owner, and the Notes beneficially owned will
become eligible for repayment. The death of a person beneficially owning a Note
by tenancy in common will be deemed the death of a holder of a Note only with
respect to the deceased holder’s interest in the Note so held by tenancy in
common, unless a husband and wife are the tenants in common, in which case the
death of either will be deemed the death of the holder of the Note, and the
entire principal amount of the Note so held will be eligible for repayment.


 


•                  Notes beneficially owned by a trust
will be regarded as beneficially owned by each beneficiary of the trust to the
extent of that beneficiary’s interest in the trust (however, a trust’s
beneficiaries collectively cannot be beneficial owners of more Notes than are
owned by the trust). The death of a beneficiary of a trust will be deemed the
death of the beneficial owner of the Notes beneficially owned by the trust to
the extent of that beneficiary’s interest in the trust. The death of an
individual who was a tenant by the entirety or joint tenant in a tenancy, which
is the beneficiary of a trust, will be deemed the death of the beneficiary of
the trust. The death of an individual who was a tenant in common in a tenancy
which is the beneficiary of a trust will be deemed the death of the beneficiary
of the trust only with respect to the deceased holder’s beneficial interest in
the Note, unless a husband and wife are the tenants in common, in which case
the death of either will be deemed the death of the beneficiary of the trust.


 


•                  The death of a person who, during his
or her lifetime, was entitled to substantially all of the beneficial interest
in a Note will be deemed the death of the beneficial owner of that Note,
regardless of the registration of ownership, if such beneficial interest can be
established to the satisfaction of the Trustee. Such beneficial interest will
exist in many cases of street name or nominee ownership, ownership by a
trustee, ownership under the Uniform Gift to Minors Act and community
property or other joint ownership arrangements between spouses. Beneficial
interest will be evidenced by such factors as the power to sell or otherwise
dispose of a Note, the right to receive the proceeds of sale or disposition and
the right to receive interest and principal payments on a Note.


 


The applicable DTC
Participant will be responsible for disbursing payments received from the
Trustee to the authorized person for the deceased owner. The Survivor’s
Option settlements will be handled by way of delivery versus payment between
the DTC Participant and the Trustee, JPMorgan Chase Bank, N.A. The Trustee’s
DTC Participant number is 1572.


 


To request repayment, the
DTC Participant must complete the form attached hereto and send an
original, by mail (registered mail is suggested), by hand or overnight courier
to:


 


	
  If by mail:

  	
   

  	
  If by Overnight Courier:

  
	
  JPMorgan Chase Bank, N.A

  	
   

  	
  JPMorgan Chase Bank, N.A

  
	
  WSS – Survivor Option
  Processing

  	
   

  	
  WSS – Survivor Option
  Processing

  
	
  P.O. Box 2320

  	
   

  	
  2001 Bryan Street, 9th Floor

  
	
  Dallas, TX 75221-2320

  	
   

  	
  Dallas, TX 75201

  



 


FACSIMILE TRANSMISSIONS OF THE REPAYMENT ELECTION FORM WILL
NOT BE ACCEPTED.


 


If you wish to confirm receipt of your delivery, please call 1-(800) 516-8216.


The electronic mailbox for written customer inquiries is: survivor_options@jpmorgan.com


or visit our bondholder website located at: http://www.jpmorgan.com/bondholder


 


Demands for repayment
will be irrevocable except as stated
above or as provided in the applicable Prospectus Supplement.


 


B-2

















 


By: JPMorgan Chase Bank, N.A., Trustee


 


B-3

















 


ASSIGNMENT/TRANSFER FORM


 


	
  FOR VALUE
  RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and
  transfer(s) unto (insert Taxpayer Identification No.)

  	
   

  	
   

  
	
   

  	
  (Please print or

  
	
  typewrite name
  and address including postal zip code of assignee)

  
	
   

  	
  the within Note

  
	
  and all rights
  thereunder, hereby irrevocably constituting and appointing

  	
   

  	
   

  
	
  attorney to
  transfer said Note on the books of the Company with full power of
  substitution in the premises.

  
					



 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  NOTICE: The
  signature of the registered Holder to this assignment must correspond with
  the name as written upon the face of the within instrument in every
  particular, without alteration or enlargement or any change whatsoever.

  



 

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations.


 


	
  TEN
  COM – as tenants in common

  
	
   

  
	
  UNIF
  GIFT MIN ACT –

  	
  Custodian

  	
   

  
	
   

  	
   

  	
  (Cust)

  	
  (Minor)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Under Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (State)

  	
   

  	
   

  
	
  TEN
  ENT – as tenants by the entireties

  
	
   

  
	
  JT
  TEN – as joint tenants with right of survivorship and not as tenants in
  common

  
	
   

  
	
   

  
	
  Additional
  abbreviations may also be used though not in the above list.