EXHIBIT 4.2(A)

EX-1.1 3 a75384ex1-1.txt EXHIBIT 1.1 1 Exhibit 1.1 TOYOTA MOTOR CREDIT CORPORATION 19001 South Western Avenue Torrance, California 90509 August 24, 2001 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters North Tower, 23rd Floor World Financial Center New York, New York 10281-1323 CREDIT SUISSE FIRST BOSTON CORPORATION 11 Madison Avenue New York, New York 10010 GOLDMAN, SACHS & CO. 85 Broad Street New York, New York 10004 J.P. MORGAN SECURITIES INC. 60 Wall Street New York, New York 10260 MORGAN STANLEY DEAN WITTER Morgan Stanley & Co. Incorporated 1585 Broadway, 2nd Floor New York, New York 10036 SALOMON SMITH BARNEY Salomon Smith Barney Inc. 388 Greenwich Street New York, New York 10013 Re: Amendment No. 2 to First Amended and Restated Distribution Agreement dated September 3, 1998 Ladies and Gentlemen: Reference is hereby made to the First Amended and Restated Distribution Agreement, dated September 3, 1998, as amended by Amendment No. 1, dated January 12, 2000 (as amended, the "Distribution Agreement"), among Toyota Motor Credit Corporation, a California 2 corporation (the "Company") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc., Goldman Sachs & Co., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. as Agents with respect to the issue and sale by the Company of its Medium-Term Notes described therein. Terms not otherwise defined herein shall have the meanings ascribed to them in the Distribution Agreement. Whereas Lehman Brothers Inc. was terminated as an Agent in accordance with Section 12(a) of the Distribution Agreement; whereas Credit Suisse First Boston Corporation will become a party to the Distribution Agreement as set forth below; and whereas the parties wish to make certain other amendments to the Distribution Agreement, the Company and the Agents agree as follows: 1. The first sentence of the second paragraph on page two of the Distribution Agreement is hereby amended as follows: "The Company confirms its agreement with Merrill Lynch, Goldman, J.P. Morgan, Morgan Stanley and SSB, and enters into an agreement with Credit Suisse First Boston Corporation ("CSFB") (collectively, the "Agents") with respect to the issue and sale by the Company of its Medium-Term Notes Due More Than One Year From Date of Issue (the "Notes")." 2. Additional Authorized Notes. Pursuant to the third introductory paragraph of the Distribution Agreement, the Company hereby delivers to each of you an original copy of the Officers' Certificate delivered to the Trustee on the date hereof pursuant to Section 301 of the Indenture authorizing the issuance of $1,000,000,000 aggregate principal amount of Notes, in addition to $13,320,000,000 aggregate principal amount of Notes previously authorized for issuance (including $1,500,000,000 authorized by the Officers' Certificate dated December 8, 2000, and $320,000,000 authorized by the Officers' Certificate dated April 23, 2001, and $700,000,000 authorized by the Officers' Certificate dated June 25, 2001), $410,700,000 of which remains unissued as of the date hereof; provided that, in calculating the aggregate principal amount of Notes authorized, (i) with respect to Notes issued at a discount to face, the initial offering price shall be used, (ii) with respect to Notes issued at a premium to face, the face amount of such Notes shall be used, and (iii) with respect to Notes denominated in a currency other than U.S. dollars the U.S. dollar equivalent of such Notes shall be used. 3. Clause (C) of Section 2(a)(vi) is hereby amended as follows: "(C) since the date of the most recent audited financial statements of the Company, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock except as otherwise described in an Incorporated Document or as disclosed in the documentation relating to a particular issuance of Notes, including the applicable pricing supplement." 4. The notice provisions contained in Section 13 are hereby amended to delete the notice address for Lehman Brothers Inc. and to add the following contact information for CSFB: 2 3 "Credit Suisse First Boston Corporation 11 Madison Avenue New York, NY 10010-3629 Attention: Short and Medium Term Finance Telephone: (212) 325 7198 Telecopy: (212) 743-5825" 3 4 This Amendment No. 2 to the Distribution Agreement may be executed in several counterparts, each of which shall be deemed an original hereof. Very truly yours, TOYOTA MOTOR CREDIT CORPORATION By: /s/ George E. Borst ------------------------------ Name: George E. Borst Title: President and Chief Executive Officer Accepted: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Scott Primrose ------------------------------ Name: Scott Primrose Title: Authorized Signatory CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Julie A. Keogh ------------------------------ Name: Julie A. Keogh Title: Authorized Signatory GOLDMAN, SACHS & CO. By: /s/ Goldman, Sachs & Co. ------------------------------ 5 J.P. MORGAN SECURITIES INC. By: /s/ Maria Sramek ------------------------------ Name: Maria Sramek Title: Vice President MORGAN STANLEY & CO. INCORPORATED By: /s/ Michael Fusco ------------------------------ Name: Michael Fusco Title: Executive Director SALOMON SMITH BARNEY INC. By: /s/ Martha D. Bailey ------------------------------ Name: Martha D. Bailey Title: Senior Vice President