Exhibit
4.1


 


FIXED RATE GLOBAL
MEDIUM-TERM NOTE, SERIES B


 


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


(Fixed Rate)


 


 


*** o
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.


 


Original
Issue Date:


Stated
Maturity Date:


 


Interest
Rate:  %


Interest
Payment Dates:


 


Day
Count Convention:


o 
30/360


o 
Actual/360


o 
Actual/Actual


 


Business
Day Convention


o Following


o Modified Following


 


1

















 


Redemption:


Redemption
Date(s):


Notice
of Redemption:


 


Repayment:


Optional
Repayment Date(s):


Repayment
Price:


 


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 or Optional Repayment
Date (if specified as repayable at the option of the Holder in an attached
Addendum) (the date of each such Stated Maturity Date, Redemption Date and
Optional Repayment Date 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, that if “Following” is specified above under Business Day
Convention, if an Interest Payment Date (other than an Interest Payment Date at
Maturity) would fall on a day that is not a Business Day (as defined below),
such Interest Payment Date shall be the following day that is a Business Day
(the “Following Business Day Convention”), and if “Modified Following” is
specified above under Business Day Convention, if an Interest Payment Date
(other than an Interest Payment Date at Maturity) would fall on a day that is
not a Business Day (as defined below), such Interest Payment Date shall be the
following day that is a Business Day unless such next Business Day falls in the
next calendar month, in which case such Interest Payment Date shall be the next
preceding day that is a Business Day (the “Modified Following Business Day
Convention”). Except as provided above, 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,
from the Original Issue Date specified above, to, but excluding such Interest
Payment Date. Unless otherwise specified in an Addendum attached hereto, if the
Maturity or an Interest Payment Date falls on a day which is not a Business Day
as defined below, the payment due on such Maturity or Interest Payment Date
will be paid on the next succeeding Business Day with the same force and effect
as if made on such Maturity or Interest 


 


3

















 


Payment Date, as the case
may be, and no interest shall accrue with respect to such payment for the
period from and after such Maturity or Interest Payment Date. 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. 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. In
addition, unless otherwise specified in an Addendum attached hereto, 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 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 principal of and interest on this Note by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Trustee not less than 15 days prior to the applicable payment
date.


 


4

















 


Unless the certificate of
authentication hereon has been executed by or on behalf of Deutsche Bank Trust
Company Americas, 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 (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. Deutsche Bank Trust Company Americas 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.


 


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 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.


 


5

















 


Unless otherwise
specified in an Addendum attached hereto, this Note is not subject to repayment
at the option of the Holder. 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” below 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 15 nor less than 10 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.


 


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 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, 


 


6

















 


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
Note,” “hereof,” “herein,” and “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.


 


7

















 


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.


 


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.


 


8

















 


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.


 


	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  Dated: 

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
						



 


9

















 


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 15 nor less than 10 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 Elect Repayment must 

  
	
  Date 

  	
   

  	
   

  	
  correspond with the
  name as written upon the face of this Note in 

  
	
   

  	
  every particular,
  without alteration or enlargement or any change 

  
	
   

  	
  whatever.

  
				



 


10

















 


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.

  



 


11

















 


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.


 


12