Exhibit 4.2


 


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
  AM 9

  	
   

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CERTIFICATE NO.

  



 


TOYOTA MOTOR CREDIT CORPORATION

4.350% 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 December 15, 2010 (the “Stated Maturity Date”), and to pay interest
thereon from December 9, 2003 or from the most recent date on which
interest has been paid or duly provided for, semi-annually on June 15 and
December 15 (each, an “Interest Payment Date”) in each year commencing
June 15, 2004, and at maturity at the rate of 4.350% per annum, until the
principal hereof is paid or duly made available for payment.  The first payment of interest will be made
on June 15, 2004 for the period from and including December 9, 2003
to but excluding June 15, 2004.  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 June 1 or December 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 4.350%
Notes due 2010 (the “Notes”).


 


Unless
the certificate of authentication hereon has been executed by or on behalf of
JPMorgan Chase Bank, 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:  December 9, 2003

  	
  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

  	
   

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Officer

  
					



 

















 


REVERSE OF GLOBAL NOTE


 


TOYOTA MOTOR CREDIT CORPORATION

4.350% 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
(as successor to The Chase Manhattan Bank) as amended by the First Supplemental
Indenture, dated as of October 1, 1991 among the Company, JPMorgan Chase
Bank and Deutsche Bank Trust Company Americas (as successor to Bankers Trust
Company), pursuant to which JPMorgan Chase Bank 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 an interest in 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 which would not have been so
imposed but for:


 


(i)                                     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


 

















 


(ii)                                  the
Holder’s present or former status as a personal holding company, foreign
personal holding company, controlled foreign corporation 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, assessment or other governmental charge 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 or
any similar tax, assessment or governmental charge;


 


(d)                                 any
tax, assessment or other governmental charge which is payable otherwise than by
withholding from payments in respect of principal of or interest on this Note;


 


(e)                                  any
tax, assessment or other governmental charge imposed on interest received by a
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, assessment or other governmental charge imposed as a result of the failure
to comply with:


 


(i)                                     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


 


(ii)                                  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, assessment or other governmental charge 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, assessment or other governmental charge withheld or deducted from a
payment, where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to any European Union Directive
on the taxation of savings


 


2

















 


implementing the
conclusions of the ECOFIN Council meeting of 26-27 November 2000 or any
law implementing or complying with, or introduced in order to conform to, such
Directive;


 


(i)                                     any
tax, assessment or other governmental charge 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
coporation, 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.


 


3

















 


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 December 2, 2003 (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


 


4

















 


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.


 


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.


 


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