EXHIBIT 4.1
[FORM OF FACE OF DTC REGISTERED
FIXED RATE GLOBAL MEDIUM-TERM NOTE, SERIES
B]
TOYOTA MOTOR CREDIT
CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES
B
(Fixed Rate)
|
REGISTERED
|
PRINCIPAL OR FACE AMOUNT
|
|
CUSIP: ___________________
|
$___________________
1
|
[ISIN: ___________________]
[Common
Code: ___________________]
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.
*** [ ] 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.
1 Insert Principal or Face Amount
Original Issue Date:
Stated Maturity Date:
Interest
Rate: %
Interest Payment Dates:
Day Count
Convention: 30/360 unless another convention is checked
below
[ ] Actual/360
[ ]
Actual/Actual
Redemption:
Redemption Date(s):
Notice of Redemption:
Repayment:
Optional Repayment
Date(s):
Repayment Price:
Original Issue Discount:
Total Amount of Original Issue
Discount:
Yield to Maturity:
Initial Accrual Period:
Specified Currency:
Minimum Denomination/Minimum
Incremental Denomination:
If a Reopening Note, check
[ ], and specify:
Initial Interest Accrual
Date:
Addendum Attached:
[ ] Yes
[ ] No
Other Provisions:
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 or Face Amount specified above, 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 the annual Interest Rate specified above, until the principal
hereof is paid or duly made available for payment.
Unless otherwise specified in an Addendum
hereto, Deutsche Bank Trust Company Americas will act as the
Company’s paying agent and will make all payments of
principal, premium and interest on the Note on the Company’s
behalf. Payment of the principal of this Note, any
premium and the interest due at Maturity (as defined below) will be
made upon surrender of this Note at the office or agency of such
paying agent or at the office or agency of such other paying agent
as the Company may determine.
Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest
has been paid or duly provided for or, if no interest has been
paid, from the Original Issue Date specified above, to, but
excluding, the related Interest Payment Date or Maturity, as the
case may be. The Company will pay interest on each
Interest Payment Date specified above, commencing on the first
Interest Payment Date following 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 following the Original Issue Date; and
provided further , that, unless specified otherwise
in an Addendum attached hereto, if any Interest Payment Date or the
Maturity falls on a day that is not a Business Day (this and
certain other capitalized terms used herein are defined on the
reverse of the Note), any principal, premium, or interest payments
will be made on the next succeeding Business Day as if made on the
date the payment was due, and no interest will accrue on the amount
payable for the period from and after the Interest Payment Date or
Maturity, as the case may be. Unless otherwise specified
above, the “Regular Record Date” will be the fifteenth
calendar day (whether or not a Business Day) prior to the
applicable Interest Payment Date. 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”), will 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 or at any
time in any other lawful manner, as more fully provided in the
Indenture. A Special Record Date shall be fixed
by
the Trustee and notice thereof shall
be given to the Holder of this Note not less than 10 days prior to
such Special Record Date.
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 the principal, premium or interest, if any, on this Note is
payable 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 any payment
in respect of this Note is required to be made in a currency other
than U.S. dollars and 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 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. The amounts payable on any date in such
currency will be converted into U.S. dollars on the basis of the
most recently available market exchange rate for such currency or
as otherwise indicated in an Addendum attached
hereto. Any payment so made in U.S. dollars will not
constitute an Event of Default under the Indenture. 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.
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.
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 will not be entitled to any benefit
under the Indenture or be valid or obligatory for any
purpose.
[FORM OF REVERSE OF NOTE]
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, between the
Company and The Bank of New York Mellon, as successor to JPMorgan
Chase Bank, N.A., as successor to The Chase Manhattan Bank, N.A.,
as amended and supplemented by the First Supplemental Indenture,
dated as of October 1, 1991, among the Company, The Bank of New
York Mellon and Deutsche Bank Trust Company Americas, formerly
known as Bankers Trust Company, and the Second Supplemental
Indenture, dated as of March 31, 2004 among the Company, The Bank
of New York Mellon and Deutsche Bank Trust Company Americas
(collectively, 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 (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) and as registrar for
the Notes. 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.
This Note is not subject to any sinking fund and
will not be redeemable or subject t