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 AP 2

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CERTIFICATE NO.

  



 


TOYOTA MOTOR CREDIT
CORPORATION

4.250% NOTES DUE 2010


 


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 March
15, 2010 (the “Stated Maturity Date”), and to pay interest thereon from March
9, 2005 or from the most recent date on which interest has been paid or duly
provided for, semi-annually on March 15 and September 15 (each, an “Interest
Payment Date”) in each year commencing September 15, 2005, and at maturity at
the rate of 4.250% per annum, until the principal hereof is paid or duly made
available for payment.  The first payment
of interest will be made on September 15, 2005 for the period from and
including March 9, 2005 to but excluding September 15, 2005.  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: (a) the relevant place of payment, and (b) The City of New York and London.


 


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 March 1 or September 1
(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 4.250% Notes due 2010 (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.


 


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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: March 9, 2005

  	
  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

  



 


 


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REVERSE OF GLOBAL NOTE


 


TOYOTA MOTOR CREDIT
CORPORATION

4.250% NOTES DUE 2010


 


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 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, assessment or governmental charge.  The foregoing obligation to pay Additional
Amounts will not apply to:


 


(a)           any
tax, assessment or other governmental charge (“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 


 


 


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


 


the Holder’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 or excise 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 


 


 


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other
Directive implementing the conclusions of the ECOFIN Council meeting of 26-27
November 2000 on the taxation of savings income or any 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, partnership (or any other
entity treated as a corporation or partnership for United States federal income
tax purposes) created or organized in or under the laws of the United States or
of 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 court within the United
States is able to exercise primary supervision over the administration of the
trust and (ii) one or more United States persons have the authority to control
all substantial decisions of that trust, or


 


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


 


 


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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 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 March 2, 2005 (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 


 


 


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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 Notes of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.


 


The Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.  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.


 


 


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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.


 


 


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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.


 


 


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