Exhibit
4.1


 


FACE OF GLOBAL
NOTE


 


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 AMOUNT

  
	
  CUSIP No. 892332 AQ 0

  	
   

  	
  $                             

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CERTIFICATE NO.    

  



 


TOYOTA MOTOR
CREDIT CORPORATION

5.45% NOTES DUE 2011


 


TOYOTA MOTOR CREDIT CORPORATION, a California
corporation (hereinafter, the “Company,” which term includes 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 $                                
on May 18, 2011(the “Stated Maturity Date”), and to pay interest thereon from May
18, 2006 or from the most recent date on which interest has been paid or duly
provided for, semi-annually on May 18 and November 18 (each, an “Interest
Payment Date”) in each year commencing November 18, 2006 and at maturity at the
rate of 5.45% per annum, until the principal hereof is paid or duly made
available for payment. The first payment of interest will be made on November
18, 2006 for the period from and including May 18, 2006 to but excluding November
18, 2006. Interest will be
calculated on the basis of a 360-day year of twelve 30-day months.


 


If
a date for payment of principal or interest on this Note 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 the payment was due.
No interest shall accrue on any amounts payable for the period from and after
the date for payment of principal or interest on this Note. For these purposes,
“Business Day” means any day which is a day on which commercial banks and
foreign exchange markets settle payments and are open for general business in
The City of New York.


 


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, which shall be the May 3 or
November 3 (whether or not a Business Day) immediately preceding such Interest
Payment Date. Any such interest which is payable, but not punctually paid or
duly provided for on any Interest Payment Date, 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.


 


Payment of the principal of and interest on this Note
will be made under the terms and conditions set forth in the Indenture. 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 at the option of the Company, the Holder of this Note
shall 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.


 


Reference is hereby made to the further provisions of
this Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


This Note is one of a series of Securities designated
under the Indenture as 5.45% Notes due 2011 (the “Notes”).


 


Unless the certificate of authentication hereon has
been executed by or on behalf of JPMorgan Chase Bank, N.A., the Trustee 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.


 


2

















 


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.


 


	
  Dated: May     ,
  2006

  	
  TOYOTA MOTOR CREDIT
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  George E. Borst

  
	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  



 


 


	
  Attest:

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  David Pelliccioni

  
	
   

  	
  Secretary

  



 


 


CERTIFICATE OF AUTHENTICATION


This is one of the Securities of the series


designated therein referred to in the


within-mentioned Indenture.


 


	
  JPMORGAN CHASE BANK,
  N.A.

  
	
   

  	
  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  



 

















 


REVERSE OF GLOBAL NOTE


 


TOYOTA MOTOR
CREDIT CORPORATION

5.45% NOTES DUE 2011


 


This Note is one of a duly authorized series of the
Securities (hereinafter called the “Securities”) of the Company, issued and to
be issued under an Indenture dated as of August 1, 1991, between the
Company and JPMorgan Chase Bank, N.A. (as successor to The Chase Manhattan
Bank) as amended by the First Supplemental Indenture, dated as of October 1,
1991, and the Second Supplemental Indenture, dated as of March 31, 2004, among
the Company, JPMorgan Chase Bank, N.A. and Deutsche Bank Trust Company Americas
(as successor to Bankers Trust Company), pursuant to which JPMorgan Chase Bank,
N.A. acts as Trustee of the Securities (herein called the “Trustee,” which term
includes any successor Trustee under the Indenture), 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 and the Holders of the
Securities and the terms upon which the Securities are to be authenticated and
delivered.


 


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


 


Except as provided below, this Note will not be
subject to redemption before the Stated Maturity Date by a sinking fund or
otherwise.


 


The
Company will pay to any Foreign Holder (as defined below) of this Note, whether
or not such Foreign Holder is a beneficial owner of this Note, additional
amounts (“Additional Amounts”) necessary in order that every net payment in
respect of the principal of or interest on this Note, after deduction or
withholding by the Company or any paying agent for or on account of any present
or future tax, assessment or governmental charge (“Tax”) imposed upon or as a
result of such payment by the United States or any political subdivision or
taxing authority, will not be less than the amount provided for in this Note to
be then due and payable before any deduction or withholding for or on account
of any such Tax. The foregoing obligation to pay Additional Amounts will not
apply to:


 


(a)                                  any Tax which would not have been so
imposed but for:


 


the existence of any
present or former connection between the Holder (or a fiduciary, settlor,
beneficiary, member or shareholder of, or holder of a power over, the Holder,
if the Holder is an estate, trust, partnership or corporation) and the United
States, including, without limitation, the Holder (or the fiduciary, settlor,
beneficiary, member, shareholder of, or holder of a power) being or having been
a citizen or resident or treated as a resident or being or having been engaged
in a trade or business therein or


 

















 


being or having been
present therein or having or having had a permanent establishment therein, or


 


the Holder (or a
fiduciary, settler, beneficiary, member or shareholder of, or holder of a power
over, the Holder, if the Holder is an estate, trust, partnership or
corporation)’s present or former status as a personal holding company, foreign
personal holding company, controlled foreign corporation, passive foreign
investment company or private foundation for United States federal income tax
purposes or as a corporation which accumulates earnings to avoid United States
federal income tax;


 


(b)                                 any Tax which would not have been so
imposed but for the presentation by the Holder of this Note for payment on a
date more than 15 days after the date on which the payment became due and
payable or the date on which payment is duly provided for, whichever occurs
later;


 


(c)                                  any estate, inheritance, gift, sales,
transfer, personal property excise or similar tax;


 


(d)                                 any Tax which is payable otherwise than
by withholding from payments in respect of principal of or interest on this
Note;


 


(e)                                  any Tax imposed on interest received by a
Holder or beneficial owner of this Note who (i) actually or constructively owns
10% or more of the total combined voting power of all classes of stock of the
Company entitled to vote within the meaning of Section 871(h)(3) of the United
States Internal Revenue Code of 1986, as amended or (ii) is a bank extending
credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business;


 


(f)                                    any Tax imposed as a result of the
failure to comply with:


 


certification,
information, documentation, reporting or other similar requirements concerning
the nationality, residence, identity or connection with the United States of
the Holder or beneficial owner of this Note, if such compliance is required by
statute, or by regulation of the United States Treasury Department, as a
precondition to relief or exemption from such tax, assessment or other
governmental charge (including backup withholding), or


 


any other certification,
information, documentation, reporting or other similar requirements under
United States income tax laws or regulations that would establish entitlement
to otherwise applicable relief or exemption from such tax, assessment or other
governmental charge;


 


(g)                                 any Tax required to be withheld by any
paying agent from any payment of the principal of or interest on this Note, if
such payment can be made without such withholding by at least one other paying
agent;


 


(h)                                 any Tax withheld or deducted from a
payment, where such withholding or deduction is required to be made pursuant to
European Council Directive 2003/48/EC or any


 


2

















 


law
implementing or complying with, or introduced in order to conform to, such
Directive;


 


(i)                                     any Tax withheld or deducted from a
payment to a Holder who would have been able to avoid such withholding or
deduction by presenting the relevant note to another paying agent in a member
state of the European Union; or


 


(j)                                     any combination of items (a), (b), (c),
(d), (e), (f), (g), (h) or (i);


 


nor will Additional Amounts be paid to any Holder who
is a fiduciary or partnership or other than the sole beneficial owner of this
Note to the extent a settlor or beneficiary with respect to the fiduciary or a
member of such partnership or a beneficial owner of this Note would not have
been entitled to payment of Additional Amounts had the beneficiary, settlor,
member or beneficial owner been the Holder of this Note.


 


This
Note is subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable thereto. Except as
specifically provided herein, the Company will not be required to make any
payment with respect to any tax, assessment or governmental charge imposed by
any government or a political subdivision or taxing authority thereof or
therein.


 


The
term “United States” means the United States of America (including the States
and the District of Columbia) and its territories, its possessions and other
areas subject to its jurisdiction.


 


The
term “Foreign Holder” means a beneficial owner of this Note that is not a U.S.
Holder. The term “U.S. Holder” means a beneficial owner of this Note that is:


 


(1)                                  a citizen or resident of the United States,


 


(2)                                  a corporation (or any other entity
treated as a corporation for United States federal income tax purposes) created
or organized in or under the laws of the United States or any political
subdivision thereof,


 


(3)                                  an estate the income of which is subject
to United States federal income taxation regardless of its source,


 


(4)                                  a trust if (i) a U.S. court is able to
exercise primary supervision over the administration of the trust and one or
more U.S. persons have the authority to control all substantial decisions of
the trust or (ii) the trust has in effect a valid election to be treated as a
U.S. person, or


 


(5)                                  any other holder whose beneficial ownership
of this Note is effectively connected with the conduct of a trade or business
in the United States.


 


If as result of any change in or amendment to the laws
(including any regulations or rulings promulgated thereunder) of the United
States or any political subdivision thereof or


 


3

















 


therein affecting taxation, any change in the official application or
interpretation of such laws, including any official proposal for such a change,
amendment or change in the application or interpretation of such laws, which
change, amendment, application or interpretation is announced or becomes
effective after May 11, 2006 (the date of the prospectus supplement relating to
this Note) or which proposal is made after that date, as a result of any action
taken by any taxing authority of the United States which action is taken or
becomes generally known after such date, or any commencement of a proceeding in
a court of competent jurisdiction in the United States after that date, whether
or not such action was taken or such proceeding was brought with respect to the
Company, there is, in that case, in the written opinion of independent legal
counsel of recognized standing to the Company, a material increase in the
probability that the Company has or may become obligated to pay Additional
Amounts (as described above), and the Company in its business judgment,
determines that the obligation cannot be avoided by the use of reasonable
measures available to it, not including assignment of this Note, this Note may
be redeemed, as a whole but not in part, at the Company’s option at any time
thereafter, upon notice to the Trustee and the Holder of this Note in
accordance with provisions of the Indenture at a redemption price equal to 100%
of the principal amount of this Note to be redeemed together with accrued
interest to the date fixed for redemption.


 


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


 


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


 


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


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note may be registered on
the Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the Borough
of Manhattan, The City of New York, 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 his attorney duly
authorized in writing, and thereupon one or more new


 


4

















 


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 $2,000 and integral
multiples of $1,000 above $2,000. 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.


 


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


 


5

















 


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.


 


6

















 


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.


 


7