Exhibit 10.2



 


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO THE


 


THREE YEAR CREDIT AGREEMENT


 


Dated as of March 1, 2012


 


AMENDMENT NO. 1 TO THE THREE YEAR CREDIT AGREEMENT among TOYOTA MOTOR CREDIT CORPORATION, a California corporation (“TMCC”), TOYOTA MOTOR FINANCE (NETHERLANDS) B.V., a corporation organized under the laws of the Netherlands (“TMFNL”), TOYOTA FINANCIAL SERVICES (UK) PLC, a corporation organized under the laws of England (“TFSUK”), TOYOTA KREDITBANK GMBH , a corporation organized under the laws of Germany (“TKG”), TOYOTA CREDIT DE PUERTO RICO CORP., a corporation organized under the laws of the Commonwealth of Puerto Rico (“TCPR”), TOYOTA CREDIT CANADA INC., a corporation incorporated under the laws of Canada (“TCCI”), TOYOTA LEASING GMBH, a corporation organized under the laws of Germany (“TLG” and, together with TMFNL, TMCC, TFSUK, TKG, TCPR and TCCI, the “Borrowers”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (each, a “Lender”, and collectively, the “Lenders”) and BNP PARIBAS, as Administrative Agent.


 


PRELIMINARY STATEMENTS:


 


(1)           The Borrowers, the Lenders and the Administrative Agent have entered into a Three Year Credit Agreement dated as of March 1, 2011 (the “Credit Agreement”).  Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.


 


(2)           The Borrowers wish to amend the Credit Agreement as hereinafter set forth.  The Required Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrowers and the Borrowers, the Required Lenders and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth.


 


(3)           The Borrowers have, in accordance with Section 2.13 of the Credit Agreement, requested an extension of the Revolving Maturity Date currently in effect by one year.  The Borrowers have agreed to amend certain of the pricing terms applicable to Consenting Lenders, and have requested that Lenders indicate their willingness to become Consenting Lenders by executing this Amendment.


 


SECTION 1. Amendments to Credit Agreement.  The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, hereby amended as follows:


 


(a)           A definition of “2012 Consenting Lender” is added to Section 1.1 in appropriate alphabetical order to read as follows:


 


“2012 Consenting Lender” means each Lender that agrees to become a Consenting Lender in response to the request by the Borrowers, dated January 25, 2012, to extend the Revolving Maturity Date by one year, to March 1, 2015.


 




  





  











  






 


(b)           The definition of “Applicable Minimum/Maximum Rate” in Section 1.1 is amended in full as follows:


 


“Applicable Minimum/Maximum Rate” means, as of any day (a) in respect of all Loans made by Lenders that are not 2012 Consenting Lenders, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:








	
Public Debt Rating


S&P/Moody’s

	
Applicable


Minimum Rate

	
Applicable


Maximum Rate


	
Level 1


At least AA/Aa2

	
 


0.500%

	
 


1.125%


	
Level 2


Less than Level 1 but at least A/A2

	
 


0.625%

	
 


1.250%


	
Level 3


Less than Level 2

	
 


0.750%

	
 


1.500%












 


and (b) in respect of all Loans made by 2012 Consenting Lenders, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:








	
Public Debt Rating


S&P/Moody’s

	
Applicable


Minimum Rate

	
Applicable


Maximum Rate


	
Level 1


At least AA/Aa2

	
 


0.750%

	
 


1.750%


	
Level 2


Less than Level 1 but at least A/A2

	
 


1.000%

	
 


2.000%


	
Level 3


Less than Level 2

	
 


1.250%

	
 


2.250%












 


(c)           The definition of “Regulatory Change” in Section 1.1 is amended in full as follows:


 


“Regulatory Change” shall mean, with respect to any Lender, the introduction of or any change in or in the interpretation of any Law, or such Lender’s compliance therewith.  For the avoidance of doubt, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted, issued, promulgated or implemented.


 


(d)           Section 6.7 is amended by deleting the phrase “including, without limitation, the refunding of its maturing commercial paper”.


 




  





  











  






 


(e)           The proviso to the definition of “Eligible Assignee” in Section 9.7(i) is amended in full as follows:


 


provided that, notwithstanding the foregoing (x) no Person shall qualify as an Eligible Assignee without the approval of each Swing Line Lender (such approval not to be unreasonably withheld or delayed), (y) “Eligible Assignee” shall not include a Borrower or any of the Borrowers’ Affiliates and (z) “Eligible Assignee” shall not include any Person that is not a regulated lending institution in the United States, Canada, Japan, Australia or the European Union.


 


SECTION 2. Conditions of Effectiveness.  This Amendment shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Amendment executed by each Borrower and the Required Lenders.  This Amendment is subject to the provisions of Section 9.1 of the Credit Agreement.


 


SECTION 3. Representations and Warranties of the Borrowers.  Each Borrower represents and warrants to the Administrative Agent and the Lenders that:


 


(a) The representations and warranties made by such Borrower contained in Article V of the Credit Agreement are true and correct with the same effect as if made on and as of the date of this Amendment, except where such representations and warranties specifically refer to an earlier date in which case they shall be true and correct as of such earlier date and provided that Section 5.4 of the Credit Agreement shall be deemed to refer to the most recent financial statements delivered in accordance with Section 6.1(a) and, in the case of TMCC and TCPR, Section 6.1(b) of the Credit Agreement.


 


(b) No Default with respect to such Borrower exists.


 


SECTION 4. Consent to Extension of Revolving Maturity Date.  Each Lender that desires to become a 2012 Consenting Lender shall so indicate on its signature page to this Amendment, whereupon, subject to the conditions set forth in Section 2.13 of the Credit Agreement, the Revolving Maturity Date for each 2012 Consenting Lender shall be extended to March 1, 2015.


 


SECTION 5. Change of Notice Address.  Each Borrower hereby gives notice that the “Attention” line in each address for notices to Toyota Motor Credit Corporation set forth in Section 9.2 of the Credit Agreement is revised to replace “Marcy Morita, Business Strategy Manager and Jeff Carter, Assistant Global Treasurer’ with “David Johnson, Treasury Manager and Jeff Carter, Assistant Global Treasurer”.  TMFNL hereby gives notice that its address set forth in Section 9.2 of the Credit Agreement is amended in full to read as follows:


 


World Trade Center Amsterdam


Tower H, Level 10, Zuidplein 90


1077 XV Amsterdam


The Netherlands


Attention: Chief Finance Officer


Telephone: 31 20 502 5314


Telefax: 31 20 502 5319


 




  





  











  






 


 


SECTION 6. Reference to and Effect on the Credit Agreement and the Notes.  (a)  On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment, and this Amendment shall be deemed to be a Loan Document.


 


(b) The Credit Agreement and the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.


 


(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement or any other Loan Document, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.


 


SECTION 7. Costs and Expenses.  TMCC agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.4 of the Credit Agreement.


 


SECTION 8. Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other elctronic means shall be effective as delivery of a manually executed counterpart of this Amendment.


 


SECTION 9. Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.


 


 




  





  











  






 



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers or representatives thereunto duly authorized, as of the date first above written.




 




	 	TOYOTA MOTOR CREDIT CORPORATION	 
	 	 	 	 
	 	By: 	
/s/ Wei Shi

	 
	 	
Name: Wei Shi


Title: Vice President- Treasury, Finance & Analytics


	 	 	 	 
	 	 	 	 
	 	
TOYOTA MOTOR FINANCE (NETHERLANDS) B.V.

	 
	 	 	 	 
	 	 	 	 
	 	By:	
/s/ Yoriyuki Hirayama

	 
	 	
Name: Yoriyuki Hirayama


Title: CEO

	 
	 	 	 	 
	 	 	 	 
	 	
TOYOTA FINANCIAL SERVICES (UK) PLC

	 
	 	 	 	 
	 	By: 	/s/ Raj Jouhal	 
	 	
Name: Raj Jouhal


Title:  General Counsel

	 
	 	 	 	 
	 	 	 	 
	 	
TOYOTA CREDIT DE PUERTO RICO CORP.

	 
	 	 	 	 
	 	By:	
/s/ Wei Shi

	 
	 	
Name: Wei Shi


Title: Vice President- Treasury, Finance & Analytics, Toyota Motor Credit Corporation


	 	 
	 	 	 	 
	 	
TOYOTA CREDIT CANADA INC.

	 
	 	 	 	 
	 	By:	/s/ Fernando Belfiglio	 
	 	
Name: Fernando Belfiglio


Title: Vice President - Finance

	 
	 	 	 	 
	 	 	 	 
	 	
TOYOTA KREDITBANK GMBH

	 
	 	 	 	 
	 	By:	/s/ Christian Ruben	 
	 	
Name: Christian Ruben


Title: Managing Director

	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Joo Ljubica	 
	 	
Name: Joo Ljubica

	 
	 	
Title: Managing Director

	 





 


 




  





  











  






 


 


	 	 	 	 
	 	 	 	 
	 	
TOYOTA LEASING GMBH

	 
	 	 	 	 
	 	By:	/s/ C. Ruben	 
	 	
Name: C. Ruben


Title: Managing Director

	 
	 	 	 	 
	 	By: 	/s/ W. Jio	 
	 	
Name: W. Jio


Title: Managing Director

	 





 




 




  





  











  






 




	  	
Accepted and agreed:


 

	  
	  	
BNP PARIBAS,

	  
	  	
as Administrative Agent, as a Lender and

	  
	  	
as a 2012 Consenting Lender


 

	  
	  	
By:

	
 /s/ Andrew Strait

	
 


	  	
Name:

	
Andrew Strait

	  
	  	
Title:

	
Managing Director


 

	  
	  	
By:

	
 /s/ Renaud-Franck Falce

	  
	  	
Name:

	
Renaud-Franck Falce

	  
	  	
Title:

	
Managing Director

	  
	  	  	  	  
	  	
BNP PARIBAS (CANADA),

	  
	  	
as Canadian Sub-Agent, as a Lender and

	  
	  	
as a 2012 Consenting Lender

	  
	  	  	  	  
	  	
By:

	
 /s/ Tony Baratta

	  
	  	
Name:

	
Tony Baratta

	  
	  	
Title:

	
Director – Corporate Banking

	  
	  	  	  	  
	  	
By:

	
 /s/ Chris Golding

	  
	  	
Name:

	
Chris Golding

	  
	  	
Title:

	
Director – Corporate Banking

	  







 



 



 








 





  





  











  






 



	 	
CITIBANK, N.A., as


a Lender and as a 2012 Consenting Lender


 


By:     /s/ Susan M. Olsen                                                      


Name:  Susan M. Olsen


Title:  Vice President


 







CITIBANK, N.A., CANADIAN BRANCH,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Niyousha Zarinpour                                                      


Name:  Niyousha Zarinpour


Title:  Authorised Signer










 




  





  











  






 


 



	 	
BANK OF AMERICA, N.A.,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Alan H. Roche                                                      


Name:  Alan H. Roche


Title:  Managing Director







BANK OF AMERICA, N.A., CANADIAN BRANCH,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Medina Sales de Andrade  


Name:  Medina Sales de Andrade


Title:  Vice President







 


 


 


 




  





  











  






 




	 	 	
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD,


as a Lender and as a 2012 Consenting Lender







By:     /s/ Akira Ryu                                                      


Name:  Akira Ryu


Title:  Managing Director







BANK OF TOKYO-MITSUBISHI UFJ


(CANADA),



as a Lender and as a 2012 Consenting Lender







By:     /s/ Eijun Hoshiyama                                                      


Name:  Eijun Hoshiyama


Title:  Vice President














 




  





  











  






 


 



	 	 	
HSBC BANK USA, NATIONAL ASSOCIATION,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Christopher Samms                                                      


Name:  Christopher Samms


Title:  Senior Vice President, #9426







 


 




  





  











  




 





	 	 	
JP MORGAN CHASE BANK N.A.,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Neha Desai                                                      


Name:  Neha Desai


Title:  Vice President


 







 


 




  





  











  






 


 



	 	 	
SUMITOMO MITSUI BANKING


CORPORATION,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Takashi Toyoda                                                      


Name:  Takashi Toyoda


Title:  Director


 


By:     /s/ Konstantinos Karabalis


Name:  Konstantinos Karabalis


Title:  Deputy General Manager


 


By:     /s/ Nadine Boudart                                                      


Name:  Nadine Boudart


Title:  Assistant Manager







SUMITOMO MITSUI BANKING


CORPORATION,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Koichi Tanaka                                                      


Name:  Koichi Tanaka


Title:  Joint General Manager


 


By:     /s/ Yasushi Iwata                                                      


Name:  Yasushi Iwata


Title:  Assistant Manager







Dusseldorf Branch







 


SUMITOMO MITSUI BANKING


CORPORATION OF CANADA,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Yusuke Ono                                                      


Name:  Yusuke Ono


Title:  Senior Vice President







THE SUMITOMO TRUST & BANKING CO.,


Ltd., NEW YORK BRANCH,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Yuji Kabe                                                      


Name:  Yuji Kabe


Title:  Vice President and Manager







 


 




  





  











  






 


 



	 	 	
ROYAL BANK OF CANADA,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Meredith Majesty                                                      


Name:  Meredith Majesty


Title:  Authorized Signatory


 


By:     /s/ Matthew Balicki                                                      


Name:  Matthew Balicki


Title:  Attorney-in-Fact


 


By:     /s/ Michael Ellison                                                      


Name:  Michael Ellison


Title:  Managing Director







 




  





  











  






 


 



	 	 	
DEUTSCHE BANK AG


NEW YORK BRANCH,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Hans-Josef Thiele                                                      


Name:  Hans-Josef Thiele


Title:  Director


 


By:     /s/ Ming K. Chu                                                      


Name:  Ming K. Chu


Title:  Vice President


 







 


DEUTSCHE BANK AG


CANADA BRANCH,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Paul M. Jurist                                                      


Name:  Paul M. Jurist


Title:  Managing Director & Principal Officer


 


By:      /s/ Renate Engel                                                      


Name:  Renate Engel


Title:  Assistant Vice President







 




  





  











  






 


 



	 	 	
MIZUHO CORPORATE BANK, LTD., LOS ANGELES BRANCH,


 


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Mitsuyoshi Matsuura                                                      


Name:  Mitsuyoshi Matsuura


Title:  Joint General Manager







 


MIZUHO CORPORATE BANK, LTD., CANADA BRANCH,


 


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Kazuoki Okuma                                                      


Name:  Kazuoki Okuma


Title:  Joint General Manager







 




  





  











  






 


 



	 	 	
THE ROYAL BANK OF SCOTLAND PLC,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ James Welch                                                      


Name:  James Welch


Title:  Director







 




  





  











  






 



	 	 	
BARCLAYS BANK PLC,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Michael Mozer                                                      


Name:  Michael Mozer


Title:  Vice President







 




  





  











  








 


 




	 	 	
UBS LOAN FINANCE LLC,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Irja R. Otsa                                                      


Name:  Irja R. Otsa


Title:  Associate Director


 


By:     /s/ Mary E. Evans                                                      


Name:  Mary E. Evans


Title:  Associate Director





 


 




  





  











  






 


 



	 	 	
MORGAN STANLEY SENIOR FUNDING INC.,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Michael King                                                      


Name:  Michael King


Title:  Vice President





 


 




  





  











  






 


 


 


	 	 	
THE TORONTO DOMINION BANK,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Bebi Yasin                                                      


Name:  Bebi Yasin


Title:  Authorized Signator





 




  





  











  






 


 


 


	 	 	
ING BANK N.V. DUBLIN BRANCH,


as a Lender


 


By:     /s/ Emma Condon                                                      


Name:  Emma Condon


Title:  Vice President


 


By:     /s/ Sean Hassett                                                      


Name:  Sean Hassett


Title:  Director





 


 




  





  











  






 


 


	 	 	
BANK OF MONTREAL,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Jean-Jacques van Helten


Name:  Jean-Jacques van Helten


Title:  Managing Director


 


By:     /s/ Joe Linder                                                      


Name:  Joe Linder


Title:  Vice President, Chicago Branch


 


By:     /s/ Jeff Currie                                                      


Name:  Jeff Currie


Title:  Vice President





 


 




  





  











  






 


 


	 	 	
CIBC INC.,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Dominic Sorresso                                                      


Name:  Dominic Sorresso


Title:  Executive Director


 


By:     /s/ Eoin Roche                                                      


Name:  Eoin Roche


Title:  Executive Director







CANADIAN IMPERIAL BANK OF COMMERCE,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Sheryl Holmes                                                      


Name:  Sheryl Holmes


Title:  Managing Director


 


By:     /s/ Geraint Breeze                                                      


Name:  Geraint Breeze


Title:  Executive Director





 


 




  





  











  






 


 



	 	 	
SOCIETE GENERALE,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Yao Wang                                                      


Name:  Yao Wang


Title:  Director







 


 




  





  











  






 


 


	 	 	
FIFTH THIRD BANK,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Yumiko Tokiwa                                                      


Name:  Yumiko Tokiwa


Title:  Vice President





 


 




  





  











  






 


	 	 	
WELLS FARGO BANK, N.A.,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ S. Michael St. Geme                                                      


Name:  S. Michael St. Geme


Title:  Managing Director





 


 




  





  











  






 



	 	 	
THE BANK OF NEW YORK MELLON,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Robert Besser                                                      


Name:  Robert Besser


Title:  Managing Director





 




  





  











  






 



	 	 	
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Peter Wesemeier                                                      


Name:  Peter Wesemeier


Title:  Vice President


 


By:     /s/ Raquel Pellegrino                                                      


Name:  Raquel Pellegrino


Title:  Assistant Vice President





 


 




  





  











  






 


	 	 	
MITSUBISHI UFJ TRUST AND BANKING CORPORATION,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Tomoyuki Nagano                                                      


Name:  Tomoyuki Nagano


Title:  Senior Vice President


 





 


 




  





  











  






 


 


	 	 	
INTESA SANPAOLO S.P.A., NEW YORK BRANCH,


as a Lender and as a 2012 Consenting Lender


 


By:     /s/ Sergio Maggioni                                                      


Name:  Sergio Maggioni


Title:  Head of Business and FVP


 


By:     /s/ Cristina Cignoli                                                      


Name:  Cristina Cignoli


Title:  AVP