Exhibit
4.2


 


FLOATING 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 (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


(Floating 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:


 


Initial
Interest Rate:  %


Interest
Payment Period:


Interest
Payment Dates:


 


Calculation
Agent:


 


Interest
Calculation:


o Regular Floating Rate Note


o Inverse Floating Rate Note:


Fixed
Interest Rate:


o Floating Rate/Fixed Rate Note:


Fixed
Interest Rate:


Fixed
Rate Commencement Date:


 

















 


o Other Floating Rate Note


(See
attached)


 


Interest
Rate Basis:


o CD Rate


o CMS Rate


o CMT Rate


o Commercial Paper Rate


o Eleventh District Cost of Funds Rate


o Federal Funds Rate


o LIBOR Reuters/Page:


o LIBOR Telerate/Page:


o Prime Rate


o Treasury Rate


o Other (see attached)


 


If
CMT:


Designated
CMT Maturity Index:


    
Year(s)


Designated
CMT Telerate Page:


o 7051


o 7052


If
7052:


o Week


o Month


 


Spread
(+/-):


Spread
Multiplier:


Index
Maturity:


Index
Currency:


Maximum
Interest Rate:


Minimum
Interest Rate:


 


Initial
Interest Reset Date:


Interest
Rate Reset Period:


Interest
Reset Dates:


Interest
Determination Date:


 


Day
Count Convention:


o  30/360


o 
Actual/360


o 
Actual/Actual


 


Business
Day Convention


o Following


o Modified Following


 


2

















 


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:


 


3

















 


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 hereof as set forth above, at a rate
per annum equal to the Initial Interest Rate specified above until the Initial
Interest Reset Date specified above and thereafter at a rate per annum
determined in accordance with the provisions hereof and any Addendum relating
hereto depending upon the Interest Rate Basis or Bases, if any, and such other
terms specified above, until the principal hereof is paid or duly made
available for payment. Reference herein to “this Note,” “hereof,” “herein,” “as
specified above” and comparable terms shall include an Addendum hereto if an
Addendum is specified above.


 


The Company will pay
interest monthly, quarterly, semi-annually, annually or such other period as
specified above under “Interest Payment Period,” on each Interest Payment Date
specified above, commencing on the first Interest Payment Date specified above
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 Original
Issue Date specified above, at the rates determined from time to time as
specified herein, until the principal hereof has been paid or made available
for payment. If the Maturity falls on a day which is not a Business Day as
defined below, the payment due on such Maturity will be paid on the next
succeeding Business Day with the same force and effect as if made on such
Maturity and no interest shall accrue with respect to such payment for the
period from and 


 


4

















 


after such Maturity. 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.


 


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.


 


5

















 


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.


 


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 the 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 


 


6

















 


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.


 


The interest rate borne
by this Note shall be determined as follows:


 


1.             If this Note is designated as a
Regular Floating Rate Note above, then, except as described below, this Note
shall bear interest at the rate determined by reference to the applicable
Interest Rate Basis shown above (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any, specified
and applied in the manner described above. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note is payable shall be reset
as of each Interest Reset Date specified above; provided, however,
that the interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date will be the Initial Interest Rate.


 


2.             If this Note is designated as a
Floating Rate/Fixed Rate Note above, then, except as described below, this Note
shall bear interest at the rate determined by reference to the applicable
Interest Rate Basis shown above (i) plus or minus the applicable Spread, if
any, and/or (ii) multiplied by the applicable Spread Multiplier, if any,
specified and applied in the manner described above. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note is payable shall
be reset as of each Interest Reset Date specified above; provided, however,
that (i) the interest rate in effect for the period from the Original Issue Date
to the Initial Interest Reset Date shall be the Initial Interest Rate; and (ii)
unless specified above, the interest rate in effect commencing on, and
including, the Fixed Rate Commencement Date to the Maturity shall be the Fixed
Interest Rate, if such a rate is specified above, or if no such Fixed Interest
Rate is so specified, the interest rate in effect hereon the day immediately
preceding the Fixed Rate Commencement Date.


 


3.             If this Note is designated as an
Inverse Floating Rate Note above, then, except as described below, this Note
will bear interest equal to the Fixed Interest Rate indicated above minus the
rate determined by reference to the applicable Interest Rate Basis shown above
(i) plus or minus the applicable Spread, if any, and/or (ii) multiplied by the
applicable Spread Multiplier, if any, specified and applied in the manner
described above; provided, however, that the interest rate hereon
will not be less than zero percent. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note is payable shall be reset as of
each Interest Rate Reset Date specified above; provided, however,
that the interest rate in effect for the period from the Original Issue Date to
the Initial Interest Reset Date shall be the Initial Interest Rate.


 


4.             Notwithstanding the foregoing, if
this Note is designated above as having an Addendum attached, the Note shall
bear interest in accordance with the terms 


 


7

















 


described in such
Addendum. If interest on this Note is to be calculated in accordance with the
terms of an attached Addendum, unless otherwise specified in such Addendum,
commencing on the Initial Interest Reset Date, the rate at which interest on
this Note is payable shall be reset as of each Interest Rate Reset Date
specified above; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate.


 


Except as provided above,
the interest rate in effect on each day shall be (a) if such day is an Interest
Reset Date, the interest rate determined on the applicable Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (b) if such day is not an Interest Reset Date, the interest rate
determined on the Interest Determination Date immediately preceding the most
recent Interest Reset Date. Each Interest Rate Basis shall be the rate
determined in accordance with the applicable provision below.


 


Unless specified
otherwise in an Addendum attached hereto, if “Following” is specified above
under Business Day Convention, if any Interest Reset Date (which term includes
the term Initial Interest Reset Date unless the context otherwise requires)
would otherwise be a day that is not a Business Day, such Interest Reset Date
shall follow the Following Business Day Convention, and if “Modified Following”
is specified above under Business Day Convention, if any Interest Reset Date
(which term includes the term Initial Interest Reset Date unless the context
otherwise requires) would otherwise be a day that is not a Business Day, such
Interest Reset Date shall follow the Modified Following Business Day Convention.


 


Unless otherwise
specified above, interest payable on this Note on any Interest Payment Date
shall be the amount of interest accrued from and including the next preceding
Interest Payment Date in respect of which interest has been paid (or from and
including the Original Issue Date specified above, if no interest has been
paid), to but excluding the related Interest Payment Date; provided, however,
that the interest payments on Maturity will include interest accrued to but
excluding such Maturity.


 


Unless specified otherwise in an Addendum attached
hereto, this Note will accrue interest on an “Actual/360” basis, an “Actual/Actual”
basis, or a “30/360” basis, in each case from the period from the Original Issue
Date to the date of Maturity, unless specified otherwise in an Addendum
attached hereto. If this Note is calculated on an Actual/360 basis or an Actual/Actual
basis (as specified above), accrued interest for each Interest Calculation
Period, as defined below, will be calculated by multiplying:


 


(1)       the face amount of this Note;


 


(2)       the applicable interest
rate; and


 


(3)       the actual number of days
in the related Interest Calculation Period


 


and dividing the resulting product by 360 or 365, as
applicable; or with respect to an Actual/Actual basis Note, if any portion of
the related Interest Calculation Period falls in a leap year, the product of
(1) and (2) above will be multiplied by the sum of:


 


8

















 


•             the actual number of
days in that portion of the related Interest Calculation Period falling in a
leap year divided by 366, and


 


•             the actual number of
days in that portion of the related Interest Calculation Period falling in a
non-leap year divided by 365.


 


If this Note is calculated on a 30/360 basis (as
specified above), accrued interest for an Interest Calculation Period will be
computed on the basis of a 360-day year of twelve 30-day months, irrespective
of how many days are actually in such Interest Calculation Period. Unless
otherwise specified above and/or in an Addendum attached hereto, if this Note accrues
interest on a 30/360 basis, if any Interest Payment Date or the Maturity falls
on a day that is not a Business Day, the related payment of principal or
interest will be made on the next succeeding Business Day as if made on the
date such payment was due, and no interest will accrue on the amount payable
for the period from and after such Interest Payment Date or Maturity, as the
case may be.


 


As used herein, “Interest
Calculation Period” means with respect to any period, the period from and
including the most recent Interest Reset Date (or from and including the
Original Issue Date in the case of the first Interest Reset Date), to but
excluding the next succeeding Interest Reset Date for which accrued interest is
being calculated. Unless otherwise specified above, interest with respect to
Notes for which the interest rate is calculated with reference to two or more
Interest Rate Bases will be calculated in the same manner as if only one of the
applicable Interest Rate Bases applied.


 


Unless otherwise
specified above and/or in an attached Addendum hereto, the “Interest Reset Date”
for Notes that reset as follows will be: if daily, each Business Day; if weekly, the Wednesday of each week, with the
exception of weekly reset floating rate notes as to which the Treasury Rate is
an applicable Interest Rate Basis, which will reset the Tuesday of each week;
if monthly, the third Wednesday of each month, with the exception of monthly
reset floating rate notes as to which the Eleventh District Cost of Funds Rate
Notes is an applicable Interest Rate Basis, which will reset on the first
calendar day of the month; if quarterly, the third Wednesday of March, June,
September and December of each year; if semiannually, the third Wednesday of
the two months specified above and/or in an attached Addendum hereto; and if annually, the third Wednesday of the
month specified above and/or in an attached Addendum hereto; provided, however, that, for
Floating Rate/Fixed Rate Notes, the interest rate will not reset after the
Fixed Rate Commencement Date.


 


Unless otherwise
specified above, the “Interest Determination Date” with respect to the CD Rate,
the CMS Rate, the CMT Rate, the Commercial Paper Rate, and the Prime Rate will
be the second Business Day preceding each Interest Reset Date; the “Interest
Determination Date” for the Federal Funds Rate will be the first Business Day
preceding each Interest Reset Date; the “Interest Determination Date” with
respect to LIBOR shall be the second London Banking Day (as defined below)
preceding each Interest Reset Date; the “Interest Determination Date” with
respect to the Eleventh District Cost of Funds Rate shall be the last working
day of the month immediately preceding each Interest Reset Date on which the
Federal Home Loan Bank of San Francisco publishes the Index (as defined below);
the “Interest Determination Date” with respect to the Treasury Rate will be the
day in the week in which the related Interest Reset Date falls on 


 


9

















 


which day Treasury Bills
(as defined below) are normally auctioned (Treasury Bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is normally held on the following Tuesday, except that such
auction may be held on the preceding Friday); provided, however,
that if an auction is held on the Friday of the week preceding the related
Interest Reset Date, the related Interest Determination Date shall be such
preceding Friday. If the interest rate of this Note is determined with
reference to two or more Interest Rate Bases, the Interest Determination Date
pertaining to this Note will be the most recent Business Day which is at least
two Business Days prior to such Interest Reset Date on which each Interest Rate
Basis is determinable. Each Interest Rate Basis shall be determined and
compared on such date, and the applicable interest rate shall take effect on
the related Interest Reset Date.


 


Unless otherwise
specified above, the “Calculation Date” pertaining to any Interest
Determination Date will be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day, or (ii) the Business Day preceding the applicable
Interest Payment Date or date of Maturity, as the case may be. All calculations
on this Note shall be made by the Calculation Agent specified above or such
successor thereto as is duly appointed by the Company.


 


Unless specified
otherwise in the Addendum attached hereto, all percentages resulting from any
calculation on this Note will be rounded to the nearest one-hundred-thousandth
of a percentage point, with five one millionths of a percentage point rounded
upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
..0987655)), and all dollar amounts used in or resulting from such calculation
will be rounded to the nearest cent (with one-half cent being rounded upward).


 


As used herein, “Business
Day” means:


 


1.                           for
United States Dollar denominated Notes for which LIBOR is not an applicable
Interest Rate Basis:  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
United States Dollar denominated Notes for which LIBOR is an applicable
Interest Rate Basis:  a day that is both
(x) a day on which commercial banks are open for business, including dealings
in the designated Index Currency (as defined below) in London (a “London
Banking Day”) and (y) a New York Business Day;


 


3.                           for
non-United States Dollar denominated Notes (other than Notes denominated in
euro) for which LIBOR is not an applicable Interest Rate Basis:  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 indicated above (a “Principal
Financial Center Business Day”) and (y) a New York Business Day;


 


10

















 


4.                           for
non-United States Dollar denominated Notes (other than Notes denominated in
euro) for which LIBOR is an applicable Interest Rate Basis:  a day that is all of: (x) a Principal
Financial Center Business Day; (y) a New York Business Day; and (z) a London
Banking Day;


 


5.                           for
euro denominated Notes for which LIBOR is not an applicable Interest Rate
Basis:  a day that is both (x) a day on
which the Trans-European Automated Real-time Gross Settlement Express Transfer
(TARGET) System is open (a “TARGET Business Day”); and (y) a New York Business
Day; and


 


6.                           for
euro denominated Notes for which LIBOR is an applicable Interest Rate Basis:  a day that is all of: (x) a TARGET Business
Day; (y) a New York Business Day; and (z) a London Banking Day.


 


“Principal Financial
Center” means:


 


1.                           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, or


 


2.                           the
capital city of the country to which the Index Currency relates, except that
with respect to United States dollars, Australian dollars, Canadian dollars, euro,
South African rand and Swiss francs, the Principal Financial Center will be the
City of New York, Sydney, Toronto, London, Johannesburg and Zurich,
respectively.


 


“Index Currency” means
the currency for which LIBOR will be calculated as specified above. If no
currency is specified, the Index Currency will be U.S. dollars.


 


“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).


 


Determination of
CD Rate. If an Interest Rate Basis for this Note is the CD
Rate, as indicated above, the CD Rate shall be determined on the applicable
Interest Determination Date (a “CD Rate Interest Determination Date”), as the
rate on such CD Rate Interest Determination Date for negotiable United States
dollar certificates of deposit having the Index Maturity specified above as
published in H.15 (519) (as defined below) under the heading “CDs (secondary
market)”, or, if such rate is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CD Rate on such CD Rate
Interest Determination Date will be the rate for negotiable United States
dollar certificates of deposit of the Index Maturity specified above as
published in H.15 Daily Update (as defined below), or other recognized
electronic source used for the purpose of displaying the applicable rate, under
the caption “CDs 


 


11

















 


(Secondary Market”). If
the rate in the preceding sentence is not so published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate on the applicable
CD Rate Interest Determination Date will be the rate calculated by the
Calculation Agent as the arithmetic mean of the secondary market offered rates
as of 10:00 A.M., New York City time, on the applicable CD Rate Interest
Determination Date of three leading nonbank dealers in negotiable United States
dollar certificates of deposit in the City of New York selected by the
Calculation Agent for negotiable United States dollar certificates of deposit
of major United States money market banks for negotiable certificates of
deposits with a remaining maturity closest to the Index Maturity specified
above in an amount that is representative for a single transaction in that market
at that time; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as set forth above, the CD
Rate determined on the applicable CD Rate Interest Determination Date shall be
the CD Rate in effect on such CD Rate Interest Determination Date.


 


“H.15(519)” means the
weekly statistical release designated as H.15(519), or any successor
publication, published by the Board of Governors of the Federal Reserve System.


 


“H.15 Daily Update” means
the daily update of H.15(519), available through the world-wide-web site of the
Board of Governors of the Federal Reserve System at http://www.bog.federalreserve.gov/releases/h15/update,
or any successor site or publication.


 


CMS Rate Notes.
If an Interest Rate Basis for this Note is the CMS Rate, the CMS rate shall be
determined on the related Interest Determination Date (a “CMS Rate Interest
Determination Date”) for U.S. dollar swaps having the Index Maturity specified above
published by the Federal Reserve Statistical Release H.15 and which appears on
the Reuters Screen ISDAFIX1 Page (rounded to the nearest third decimal place
(one thousandth of a percentage point)) as of 11:00 A.M., New York City time.


 


If the CMS Rate cannot be
determined as described above, by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMS Rate on the applicable CMS Rate Determination
Date will be the rate determined by the Calculation Agent in good faith and in
a commercially reasonable manner.


 


CMT Rate Notes.
If an Interest Rate Basis for this Note is the CMT Rate, the CMT rate shall be
determined on the related Interest Determination Date (a “CMT Rate Interest
Determination Date”), as the rate displayed on the Designated CMT Telerate Page
under the caption “...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.,” under the column for the Designated CMT
Maturity Index for: (i) if the Designated CMT Telerate Page is 7051, the rate
on such CMT Rate Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the weekly or monthly average, as specified above, for
the week or month, as applicable, ended immediately preceding the week or
month, as applicable, in which the related CMT Rate Interest Determination Date
occurs. If such rate is no longer displayed on the relevant page, or if not
displayed by 3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for the applicable CMT Rate Interest Determination Date will
be the treasury constant maturity rate for the Designated CMT Maturity Index as
published in H.15 (519). If the rate referred to in the preceding sentence is
no longer published, or if not published by 3:00 P.M., New York City time, on
the related Calculation 


 


12

















 


Date, then the CMT Rate
for the applicable CMT Rate Interest Determination Date will be the treasury
constant maturity rate for the Designated CMT Maturity Index (or other United
States Treasury rate for the Designated CMT Maturity Index) for the applicable
CMT Rate Interest Determination Date with respect to the applicable Interest
Reset Date as may then be published by either the Board of Governors of the
Federal Reserve System or the United States Department of the Treasury that the
Calculation Agent determines to be comparable to the rate formerly displayed on
the Designated CMT Telerate Page and published in H.15 (519). If the rate
referred to in the preceding sentence is not so published by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate for the
applicable CMT Rate Interest Determination Date will be calculated by the
Calculation Agent as a yield to maturity, based on the arithmetic mean of the
secondary market bid prices as of approximately 3:30 P.M., New York City time,
on the applicable CMT Rate Interest Determination Date reported, according to
their written records, by three leading primary United States government
securities dealers in the City of New York (each, a “Reference Dealer”), which
may include the Calculation Agent or its affiliates, selected by the
Calculation Agent from five such Reference Dealers selected by the Calculation
Agent after eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of equality, one
of the lowest) for the most recently issued direct noncallable fixed rate
obligations of the United States (“Treasury Note”) with an original maturity of
approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year and
in a principal amount that is representative for a single transaction in that
market at that time. If three or four and not five of the Reference Dealers are
quoting as referred to in the preceding sentence, then the CMT Rate for the
applicable CMT Rate Interest Determination Date will be calculated by the
Calculation Agent as the arithmetic mean of the bid prices obtained and neither
the highest nor lowest of the quotes will be eliminated. If the Calculation
Agent cannot obtain three such Treasury Note quotations as referred to in the
preceding sentence, the CMT Rate for the applicable CMT Interest Determination
Date will be calculated by the Calculation Agent as a yield to maturity based
on the arithmetic mean of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on the applicable CMT Rate Interest
Determination Date of three Reference Dealers in the City of New York selected
by the Calculation Agent from five such Reference Dealers selected by the
Calculation Agent after eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest) for Treasury Notes with an original maturity of
the number of years that is the next highest to the Designated CMT Maturity
Index and a remaining term to maturity closest to the Designated CMT Maturity
Index and in a principal amount that is representative for a single transaction
in that market at that time. If three or four and not five of such Reference
Dealers are quoting as described in the preceding sentence, then the CMT Rate
for the applicable CMT Rate Interest Determination Date will be calculated by
the Calculation Agent as the arithmetic mean of the bid prices obtained and
neither the highest nor lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers as selected as
aforesaid by the Calculation Agent are quoting as described above, the CMT Rate
will be the rate in effect on such CMT Rate Interest Determination Date. If two
Treasury Notes with an original maturity as described in the second preceding
sentence, have remaining terms to maturity equally close to the Designated CMT
Maturity Index, the quotes for the Treasury Note with the shorter remaining
term to maturity will be used.


 


13

















 


“Designated CMT Telerate
Page” means the display on the Reuters Telerate LLC or any successor service on
the page designated above or any other page as may replace such page on that
service for the purpose of displaying Treasury Constant Maturities as reported
in H.15 (519).


 


“Designated CMT Maturity
Index” means the original period to maturity of the U.S. Treasury securities
either 1, 2, 3, 5, 7, 10, 20, or 30 years specified above with respect to which
the CMT Rate will be calculated.


 


Determination of
Commercial Paper Rate. If an Interest Rate Basis for this Note
is the Commercial Paper Rate, as indicated above, the Commercial Paper Rate
shall be determined on the applicable Interest Determination Date (a “Commercial
Paper Rate Interest Determination Date”), as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
specified above as published in H.15 (519) under the heading “Commercial Paper
- Nonfinancial”. If such rate is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the Commercial Paper Rate will be
the Money Market Yield on the applicable Commercial Paper Interest
Determination Date of the rate for commercial paper having the Index Maturity
specified above published in H.15 Daily Update, or other recognized electronic
source for the purpose of displaying the applicable rate under the caption “Commercial
Paper—Nonfinancial”. If the rate in the preceding sentence is not published by
3:00 P.M., New York City time, on the related Calculation Date in either H.15
(519) or H.15 Daily Update, then the Commercial Paper Rate for the applicable
Commercial Paper Rate Interest Determination Date shall be calculated by the
Calculation Agent as the Money Market Yield of the arithmetic mean of the
offered rates at approximately 11:00 A.M., New York City time, on such
Commercial Paper Rate Interest Determination Date of three leading dealers of
United States dollar commercial paper in the City of New York, which may
include the Calculation Agent and its affiliates, selected by the Calculation
Agent for commercial paper having the Index Maturity specified above placed for
industrial issuers whose bond rating is “Aa,” or the equivalent, from a
nationally recognized securities rating organization; provided, however,
that if the dealers selected as aforesaid by the Calculation Agent are not
quoting as mentioned in this sentence, the Commercial Paper Rate determined on
the applicable Commercial Paper Rate Interest Determination Date shall be the
rate in effect on such Commercial Paper Rate Interest Determination Date.


 


“Money Market Yield”
shall be a yield (expressed as a percentage rounded upwards to the nearest one
hundred-thousandth of a percentage point) calculated in accordance with the
following formula:


 




	
  Money Market Yield =

  	
  D x
  360

  	
   

  	
  x 100

  	
   

  
	
   

  	
  360-(D x M)

  	
   

  	
   

  	
   

  






 


where “D” refers to the
applicable per annum rate for commercial paper quoted on a bank discount basis
and expressed as a decimal and “M” refers to the actual number of days in the
interest period for which interest is being calculated.


 


Eleventh District
Cost of Funds Rate. If an Interest Rate Basis for this Note
is the Eleventh District Cost of Funds Rate, as indicated above, the Eleventh
District Cost of Funds Rate shall be determined on the applicable Interest
Determination Date (an “Eleventh District 


 


14

















 


Cost of Funds Rate
Interest Determination Date”), and shall be the rate equal to the monthly
weighted average cost of funds for the calendar month immediately preceding the
month in which the applicable Eleventh District Cost of Funds Rate Interest
Determination Date falls as set forth under the caption “11th District” on the
display on Reuters Telerate LLC or any successor service on page 7058 or any
other page as may replace the specified page on that service (“Telerate Page
7058”) as of 11:00 a.m., San Francisco time, on such Eleventh District Cost of
Funds Rate Interest Determination Date. If such rate does not appear on
Telerate Page 7058 on the applicable Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate for such
Eleventh District Cost of Funds Rate Interest Determination Date will be the
monthly weighted average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced (the “Index”)
by the Federal Home Loan Bank of San Francisco as the cost of funds for the
calendar month immediately preceding for the applicable Eleventh District Cost
of Funds Rate Interest Determination Date; if the Federal Home Loan Bank of San
Francisco fails to announce the Index on or before the applicable Eleventh
District Cost of Funds Rate Interest Determination Date for the calendar month
immediately preceding such applicable Eleventh District Cost of Funds Rate
Interest Determination Date, then the Eleventh District Cost of Funds Rate for
such Eleventh District Cost of Funds Rate Interest Determination Date will be
the Eleventh District Cost of Funds Rate in effect on such Eleventh District
Cost of Funds Rate Interest Determination Date.


 


Determination of
Federal Funds Rate. If an Interest Rate Basis for this Note
is the Federal Funds Rate, as indicated above, the Federal Funds Rate shall be
determined on the applicable Interest Determination Date (a “Federal Funds Rate
Interest Determination Date”), as the rate with respect to such Federal Funds
Rate Interest Determination Date for United States dollar federal funds as
published in H.15 (519) under the heading “Federal Funds (Effective)” as
displayed on Reuters Telerate LLC or any successor service on page 120 or any
other page as may replace the applicable page on that service (“Telerate Page
120”) or, if such rate does not appear on Telerate Page 120 or is not so
published by 3:00 P.M., New York City time, on the related Calculation Date,
the Federal Funds Rate for the applicable Federal Funds Rate Interest
Determination Date will be the rate with respect to the applicable Federal
Funds Rate Interest Determination Date for United States dollar federal funds
published in H.15 Daily Update, or other recognized electronic source for the
purpose of displaying the applicable rate under the heading “Federal Funds
(Effective).”  If the rate in the
preceding sentence is not so published by 3:00
P.M., New York City time, on the related Calculation Date, the Federal Funds
Rate for the applicable Federal Funds Rate Interest Determination Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
rates for the last transaction in overnight United States dollar federal funds
arranged by three leading brokers of United States dollar federal funds
transactions in The City of New York, which may include the Calculation Agent
and its affiliates, selected by the Calculation Agent prior to 9:00 A.M., New
York City time on the business day following the Federal Funds Rate Interest
Determination Date; provided, however, that if the brokers
selected as aforesaid by the Calculation Agent are not quoting as mentioned
above, the Federal Funds Rate for such Federal Funds Rate Interest
Determination Date shall be the Federal Funds Rate in effect on such Federal
Funds Rate Interest Determination Date.


 


Determination
of LIBOR. If an Interest Rate
Basis for this Note is LIBOR, as indicated above, LIBOR will be determined on
the applicable Interest Determination Date (a “LIBOR 


 


15

















 


Interest
Determination Date”), and will be, either: (a) if “LIBOR Telerate” is specified
above, or if neither “LIBOR Reuters” nor “LIBOR Telerate” is specified above,
the rate for deposits in the Index Currency having the Index Maturity
designated above commencing on the second London Banking Day immediately
following such LIBOR Interest Determination Date, that appears on the
Designated LIBOR Page specified above as of 11:00 A.M. London time, on such
LIBOR Interest Determination Date, or (b) if “LIBOR Reuters” is specified
above, the arithmetic mean of the offered rates for deposits in the Index
Currency having the Index Maturity designated above, commencing on the second
London Banking Day immediately following that LIBOR Interest Determination
Date, that appear on the Designated LIBOR Page specified above as of 11:00 A.M.
London time, on that LIBOR Interest Determination Date, if at least two such
offered rates appear (except as provided in the following sentence) on such
Designated LIBOR Page. If the Designated LIBOR Page by its terms provides for
only a single rate, then the single rate wil be used.


 


With
respect to a LIBOR Interest Determination Date on which fewer than two offered
rates appear, or no rate appears, as the case may be, on the applicable
Designated LIBOR Page, as specified above, LIBOR for the applicable LIBOR
Interest Determination Date shall be the rate calculated by the Calculation
Agent as the arithmetic mean of at least two quotations obtained by the
Calculation Agent after requesting the principal London offices of each of four
major reference banks in the London interbank market, which may include the
Calculation Agent and its affiliates, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for deposits in the
Index Currency for the period of the Index Maturity specified above, commencing
on the second London Banking Day immediately following such LIBOR Interest
Determination Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Interest Determination
Date and in a principal amount that is representative for a single transaction
in such Index Currency in such market at such time; if at least two such
quotations are provided, LIBOR determined on such LIBOR Interest Determination
Date will be the arithmetic mean of the quotations. If fewer than two
quotations referred to in the preceding sentence are provided, LIBOR determined
on the applicable LIBOR Interest Determination Date will be the rate calculated
by the Calculation Agent as the arithmetic mean of the rates quoted at
approximately 11:00 A.M. (or such other time specified above under “OTHER
PROVISIONS” or in the Addendum) in the applicable Principal Financial Center,
on such LIBOR Interest Determination Date by three major banks, which may
include the Calculation Agent and its affiliates, in that Principal Financial
Center selected by the Calculation Agent for loans in such Index Currency to
leading European banks having the Index Maturity specified above and in a
principal amount that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if
the banks selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR for the applicable LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest
Determination Date.


 


“Designated LIBOR Page”
means either:


 


1.                                       If
“LIBOR Telerate” is designated above or neither “LIBOR Reuters” nor “LIBOR
Telerate” is specified above as the method for calculating LIBOR, the display
on Reuters Telerate LLC or any successor service on the page designated above
or any page as may replace the designated page on that service or for the 


 


16

















 


purpose of
displaying the London interbank rates of major banks for the applicable Index
Currency; or


 


2.                                       if
“LIBOR Reuters” is designated above, the display on the Reuters Monitor Money
Rates Service or any successor service on the page designated above or any
other page as may replace the designated page on that service for the purpose
of displaying the London interbank offered rates of major banks for the
applicable Index Currency.


 


Determination of
Prime Rate. If an Interest Rate Basis for this Note is the
Prime Rate, as indicated above, the Prime Rate shall be determined on the
applicable Interest Determination Date (a “Prime Rate Interest Determination
Date”) as the rate on such Prime Rate Interest Determination Date published in
H.15(519) under the heading “Bank Prime Loan.” 
If such rate is not so published by 3:00 p.m., New York City time, on
the related Calculation Date, the Prime Rate for the applicable Prime Rate
Interest Determination Date will be the rate on such Prime Rate Interest
Determination Date published in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying the applicable rate under the caption
“Bank Prime Loan.”  If the rate referred
to in the preceding sentence is not so published by 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate for the applicable
Prime Rate Interest Determination Date shall be the rate calculated by the
Calculation Agent as the arithmetic mean of the rates of interest publicly
announced by the banks that appear on the Reuters Screen US PRIME 1 Page (as defined
below) as the particular bank’s prime rate or base lending rate as of 11:00
A.M., New York City time, on such Prime Rate Interest Determination Date, so
long as at least four rates appear on the page. If fewer than four rates
described in the preceding sentence appear in Reuters Screen US PRIME 1 by
3:00 P.M., New York City time, on the related Calculation Date, then the
Prime Rate for the applicable Prime Rate Interest Determination Date will be
the rate calculated by the Calculation Agent as the arithmetic mean of the
prime rates or base lending rates quoted on the basis of the actual number of
days in the year divided by a 360-day year as of the close of business on such
Prime Rate Interest Determination Date by three major banks, which may include the
Calculation Agent and its affiliates, in The City of New York selected by the
Calculation Agent; provided, however, that if the banks selected
as aforesaid are not quoting as mentioned in this sentence, the Prime Rate for
the applicable Prime Rate Interest Determination Date will be the Prime Rate in
effect on such Prime Rate Interest Determination Date.


 


“Reuters Screen
US PRIME1 Page” means the display designated as the “US PRIME 1”
page on the Reuters Monitor Money Rates Service or such other page as may
replace the US PRIME 1 page on that service or any successor service
for the purpose of displaying prime rates or base lending rates of major United
States banks.


 


Determination of
Treasury Rate. If an Interest Rate Basis for this Note is the
Treasury Rate, as specified above, the Treasury Rate shall be determined on the
applicable Interest Determination Date (a “Treasury Rate Interest Determination
Date”) as the rate from the auction held on the applicable Treasury Interest
Rate Determination Date (“Auction”) of direct obligations of the United States
(“Treasury bills”) having the Index Maturity specified above under the caption “INVESTMENT
RATE” on the display on Reuters Telerate LLC or any successor service on page
56 or any other page as may replace page 56 on that service (“Telerate 


 


17

















 


Page 56”) or page 57 or
any other page that may replace page 57 on that service (“Telerate Page 57”). If
such rate is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the Treasury Rate for the applicable Treasury Rate Interest
Determination Date will be the Bond Equivalent Yield of the rate for the
applicable Treasury Bills as published in H.15 Daily Update, or other
recognized electronic source used for the purpose of displaying the applicable
rate, under the caption “U.S. Government Securities/Treasury Bills/Auction High”.
If such rate is not so published by 3:00 P.M., New York City time, on the
related Calculation Date, the Treasury Rate for the applicable Treasury Rate
Interest Determination Date will be the Bond Equivalent Yield of the auction
rate of the applicable Treasury Bills announced by the United States Department
of the Treasury. If the rate described in the preceding sentence is not
announced by the United States Department of the Treasury, or if the Auction is
not held, the Treasury Rate for the applicable Treasury Rate Interest
Determination Date will be the Bond Equivalent Yield of the rate on such
Treasury Rate Interest Determination Date of Treasury Bills having the Index
Maturity specified above published in H.15(519) under the caption “U.S.
Government Securities/Treasury Bills/Secondary Market.”  If the rate described in the preceding
sentence is not so published by 3:00 P.M., New York City time, on the related
Calculation Date, the Treasury Rate for the applicable Treasury Rate Interest
Determination Date will be the rate on the applicable Treasury Rate Interest
Determination Date of the applicable Treasury Bills as published in H.15 Daily
Update, or other recognized electronic source used for the purpose of
displaying the applicable rate, under the caption “U.S. Government
Securities/Treasury Bills/Secondary Market.” 
If the rate described in the preceding sentence is not so published by
3:00 P.M., New York City time, on the related Calculation Date, the Treasury
Rate for the applicable Treasury Rate Interest Determination Date will be the
rate on such Treasury Rate Interest Determination Date calculated by the Calculation
Agent as the Bond Equivalent Yield of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 P.M., New York City time, on the
applicable Treasury Rate Interest Determination Date, of three primary United
States government securities dealers, which may include the Calculation Agent
or its affiliates, selected by the Calculation Agent, for the issue of Treasury
Bills with a remaining maturity closest to the Index Maturity specified above; provided,
however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the Treasury Rate will be
the Treasury Rate in effect on such Treasury Rate Interest Determination Date.


 


“Bond Equivalent Yield”
means a yield calculated in accordance with the following formula and expressed
as a percentage:


 




	
  Bond Equivalent Yield =

  	
  D x
  N

  	
   

  	
  x 100

  	
   

  
	
   

  	
  360 – (D x M)

  	
   

  	
   

  	
   

  






 


where “D” refers to the applicable per annum rate for
Treasury Bills quoted on a bank discount basis, “N” refers to 365 or 366, as the
case may be, and “M” refers to the actual number of days in the interest period
for which interest is being calculated.


 


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 


 


18

















 


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 or 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 determination of an Interest Rate Basis, the
specification of Interest Rate Basis, calculation of the Interest Rate
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,” “as specified above” or similar
language of like import shall also be references to any such Addendum.


 


Notwithstanding the
foregoing, the interest rate hereon shall not be greater than the Maximum
Interest Rate, if any, or less than the Minimum Interest Rate, if any,
specified above. The Calculation Agent shall calculate the interest rate hereon
in accordance with the foregoing on or before each Calculation Date. The
interest rate on this Note will in no event be higher than the maximum rate
permitted by New York law, as the same may be modified by United States law of
general application.


 


At the request of the
Holder hereof, the Calculation Agent shall provide to the Holder hereof the
interest rate hereon then in effect and, if determined, the interest rate which
shall become effective as of the next Interest Reset Date.


 


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.


 


19

















 


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 in
registered form without coupons in denominations of $1,000 and integral
multiples thereof (unless specified otherwise in the 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.


 


20

















 


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

  	
   

  
	
   

  	
  (formerly known as
  Bankers Trust Company) as Trustee

  
	
   

  	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
						



 

















 


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.

  
				



 

















 


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.