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Exhibit 4.8  


 
 

Class A-2 Confirmation
  to the
  ISDA Master Agreement
  dated as of January 29, 2002    
  


Toyota
Auto Receivables 2002-A Owner Trust

c/o First Union Trust Company, National Association

One Rodney Square

920 King Street, Suite 102

Wilmington, Delaware 19801 



	 	Re:	Transaction Ref. No. 1 between Toyota Motor Credit Corporation

("Party A") and Toyota Auto Receivables 2002-A Owner Trust ("Party B")





Ladies
and Gentlemen: 


        The
purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between you and us on the Trade Date specified below (the "Transaction").
This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. 


        The
definitions and provisions contained in the 2000 ISDA Definitions, as supplemented by the Annex to the 2000 ISDA Definitions, each published by the International Swaps and
Derivatives Association, Inc. (collectively, the "Definitions"), are incorporated in this Confirmation. In the event of any inconsistency between those Definitions and this Confirmation, this
Confirmation will govern. 


	1.
	This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement, dated as of January 29, 2002, as amended and supplemented from time to time (the
"Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. Expressions used herein and not defined herein or in the
Definitions shall bear the meaning ascribed thereto in the Agreement.



	2.
	The
terms of the particular Transaction to which this Confirmation relates are as follows: 






	 
	 

	Party A:	Toyota Motor Credit Corporation
	

Party B:	

Toyota Auto Receivables 2002-A Owner Trust
	

Trade Date:	

January 29, 2002
	

Effective Date:	

January 29, 2002
	

Termination Date:	

The earlier of (i) the Class A-2 Final Scheduled Payment Date (as defined in the Indenture) or (ii) the Payment Date (as defined in the Indenture) on which the principal balance of the Class A-2 Notes is reduced to zero, in either case subject to
adjustment in accordance with the Following Business Day Convention.
	Party A Floating Amounts:	 
	 	Party A Floating Rate Payer:	Party A  



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	 	Party A Floating Rate Payer Notional Amount:	The Class A-2 Note Balance (as defined in the Indenture) on the first day of the applicable Calculation Period.
	 	Party A Floating Rate Payer Period End Dates:	The 15th day of each calendar month, commencing on February 15, 2002, up to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
	 	Party A Floating Rate Payer Payment Dates:	The Business Day immediately preceding each Period End Date, or if Party B has agreed, the 15th day of each calendar month, commencing on February 15, 2002, up to and including the Termination Date, subject to
adjustment in accordance with the Following Business Day Convention.
	 	Party A Floating Rate Option:	USD-LIBOR-BBA.
	 	Designated Maturity:	One month.
	 	Spread:	Plus 0.05%
	 	Party A Floating Rate Day Count Fraction:	Actual/360
	 	Reset Dates:	The first day of each Calculation Period.
	 	Compounding:	Inapplicable.
	Party B Fixed Amounts:	 
	 	Party B Fixed Rate Payer:	Party B
	 	Party B Fixed Rate Payer Notional Amount:	The Class A-2 Note Balance on the first day of the applicable Calculation Period.
	 	Party B Fixed Rate Payer Period End Dates:	The 15th day of each calendar month, commencing on February 15, 2002, with no adjustment.
	 	Party B Fixed Rate Payer Payment Dates:	The 15th day of each calendar month, commencing on February 15, 2002, up to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
	 	Party B Fixed Rate	2.392%
	 	Party B Fixed Rate Day Count Fraction:	30/360
	 	Fixed Rate Compounding:	Not applicable.
	Business Days:	Any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Minneapolis, Minnesota, Wilmington, Delaware or San Francisco, California are authorized or
obligated by law, regulation or executive order to remain closed.
	Calculation Agent:	Party A




	3.
	Account
Details 






	 
	 

	Payments to Party A:	 
	 	Account for Payments in USD:	Bank of America, Concord, California

ABA No. 121-000-358

A/C No. 12351-07564

A/C Toyota Motor Credit Corporation  



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	 	Payments to Party B:	 
	 	Account for Payments in USD:	Wells Fargo Bank Minnesota,

National Association

ABA No.

BNF:

A/C No.

For further credit to:

A/C Toyota Auto Rec Trust 2002-A #




	4.
	Party
A Documentation and Operations Officers 






	 
	 

	Documentation:	Carolee Furukawa

Phone: 310-468-6806

Fax: 310-468-5715
	Operations:	Carolee Furukawa

Phone: 310-468-6806

Fax: 310-468-5715




	5.
	Relationship
between Parties: 



        Each
party will be deemed to represent to the other party on the date on which it enters into the Agreement that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary): 



Non-Reliance.    It is acting for its own account, and it has made its own independent decisions to enter into the Agreement and
as to whether the Agreement is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written
or oral) of the other party as investment advice or as a recommendation to enter into the Agreement; it being understood that information and explanations related to the terms and conditions of the
Agreement shall not be considered investment advice or a recommendation to enter into the Agreement. No communication (written or oral) received from the other party shall be deemed to be an assurance
or guarantee as to the expected results of the Agreement. Assessment and Understanding. It is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Agreement. It is also capable of assuming, and assumes, the risks of the
Agreement. 


Status of Parties. The other party is not acting as a fiduciary for or as adviser to it in respect of the Agreement. 



	6.
	Governing
Law: New York 


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        Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Class A-2 Confirmation enclosed for that purpose and
returning it to us. 



	 	 	TOYOTA MOTOR CREDIT CORPORATION:
	

 	
 	

By:	
 	

/s/  GEORGE E. BORST      

	 	 	 	 	Name: George E. Borst

Title: President and Chief Executive Officer
	

 	
 	

Confirmed as of the date first written:
	

 	
 	

TOYOTA AUTO RECEIVABLES 2002-A OWNER TRUST
	

 	
 	

By:	
 	

FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee
	

 	
 	

By:	
 	

/s/  STERLING C. CORREIA      

	 	 	 	 	Name: Sterling C. Correia

Title: Vice President






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Class A-2 Confirmation to the ISDA Master Agreement dated as of January 29, 2002