Class A-3 ISDA Swap Confirmation between Toyota Motor Credit Corporation and Toyota Auto Receivables 2001-A Owner Trust
Summary
This agreement confirms the terms of a swap transaction between Toyota Motor Credit Corporation and Toyota Auto Receivables 2001-A Owner Trust, effective January 25, 2001. Under this arrangement, Toyota Motor Credit Corporation pays a floating interest rate based on USD LIBOR plus a spread, while the Owner Trust pays a fixed interest rate. Payments are exchanged monthly until the earlier of the Class A-3 Notes being paid off or their scheduled maturity. The agreement is governed by New York law and is subject to the terms of an existing ISDA Master Agreement.
EX-4.8 9 a2037312zex-4_8.txt EXHIBIT 4.8 EXHIBIT 4.8 EXECUTION COPY Class A-3 Confirmation to the ISDA Master Agreement dated as of January 25, 2001 Toyota Auto Receivables 2001-A Owner Trust c/o U.S. Bank Trust National Association 111 East Wacker Drive, Suite 3000 Chicago, Illinois 60601 Re: Transaction Ref. No. 1 between Toyota Motor Credit Corporation ("Party A") and Toyota Auto Receivables 2001-A Owner Trust ("Party B") Dear Sirs: The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between you and us on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. The definitions and provisions contained in the 1991 ISDA Definitions, as supplemented by the 1998 Supplement, each published by the International Swaps and Derivatives Association, Inc. (collectively, the "Definitions"), are incorporated in this Confirmation. In the event of any inconsistency between those Definitions and this Confirmation, this Confirmation will govern. 1. This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement, dated as of January 25, 2001, as amended and supplemented from time to time (the "Agreement"), between you and us. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. Expressions used herein and not defined herein or in the Definitions shall bear the meaning ascribed thereto in the Agreement. 2. The terms of the particular Transaction to which this Confirmation relates are as follows: Party A: Toyota Motor Credit Corporation Party B: Toyota Auto Receivables 2001-A Owner Trust Trade Date: January 25, 2001 Effective Date: January 25, 2001 Termination Date: The earlier of (i) the Class A-3 Final Scheduled Payment Date (as defined in the Indenture) or (ii) the Payment Date (as defined in the Indenture) on which the principal balance of the Class A-3 Notes is reduced to zero, in 1 either case subject to adjustmentin accordance with the Following Business Day Convention. Party A Floating Amounts: Party A Floating Rate Payer: Party A Party A Floating Rate Payer Notional Amount: The Class A-3 Note Balance (as defined in the Indenture) on the first day of the applicable Calculation Period. Party A Floating Rate Payer Period End Dates: The 15th day of each calendar month, commencing on February 15, 2001, up to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention; provided that Party A and Party B agree that the initial Calculation Period will consist of 21 days for purposes of calculating the Party A Floating Amount. Party A Floating Rate Payer Payment Dates: The Business Day immediately preceding each Period End Date, or if Party B has agreed, the 15th day of each calendar month, commencing on February 15, 2001, up to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. Party A Floating Rate Option: USD-LIBOR-BBA. Designated Maturity: One month. Spread: Plus 0.08% Party A Floating Rate for the initial Calculation Period: 5.71375% (excluding the Spread) Party A Floating Rate Day Count Fraction: Actual/360 Reset Dates: The first day of each Calculation Period. Compounding: Inapplicable. 2 Party B Fixed Amounts: Party B Fixed Rate Payer: Party B Party B Fixed Rate Payer Notional Amount: The Class A-3 Note Balance on the first day of the applicable Calculation Period. Party B Fixed Rate Payer Period End Dates: The 15th day of each calendar month, commencing on February 15, 2001, with no adjustment. Party B Fixed Rate Payer Payment Dates: The 15th day of each calendar month, commencing on February 15, 2001, up to and including the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. Party B Fixed Rate 5.432% Party B Fixed Rate Day Count Fraction: 30/360 Fixed Rate Compounding: Not applicable. Business Days: "Business Day" as defined in the Indenture Calculation Agent: Party A 3. Account Details Payments to Party A: Account for Payments in USD: Bank of America, Concord, California ABA No. 121-000-358 A/C No. 12351-07564 A/C Toyota Motor Credit Corporation 3 Payments to Party B: Account for Payments in USD: U.S. Bank National Association ABA #091000022 A/C 180121167365 U.S. Bank Trust National Association A/C 47300425 REF: Toyota Auto Rec. 2001A 4. Party A Documentation and Operations Officers Documentation: Robert Woodie Phone: 310 ###-###-#### Fax: 310 ###-###-#### Operations: Robert Woodie Phone: 310 ###-###-#### Fax: 310 ###-###-#### 5. Relationship between Parties: Each party will be deemed to represent to the other party on the date on which it enters into the Agreement that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary): NON-RELIANCE. It is acting for its own account, and it has made its own independent decisions to enter into the Agreement and as to whether the Agreement is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into the Agreement; it being understood that information and explanations related to the terms and conditions of the Agreement shall not be considered investment advice or a recommendation to enter into the Agreement. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the Agreement. ASSESSMENT AND UNDERSTANDING. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of the Agreement. It is also capable of assuming, and assumes, the risks of the Agreement. STATUS OF PARTIES. The other party is not acting as a fiduciary for or as adviser to it in respect of the Agreement. 6. Governing Law: New York 4 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Class A-3 Confirmation enclosed for that purpose and returning it to us. TOYOTA MOTOR CREDIT CORPORATION By: /s/ GEORGE E. BORST ------------------------------------------ Name: George E. Borst Title: President and Chief Executive Officer Confirmed as of the date first written: TOYOTA AUTO RECEIVABLES 2001-A OWNER TRUST By: U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee By: /s/ MELISSA ROSAL ------------------------------------------ Name: Melissa A. Rosal Title: Vice President S-1
