Toyota Motor Credit Corporation

09/16/2024 | Press release | Distributed by Public on 09/16/2024 08:58

Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On September 13, 2024, Toyota Motor Credit Corporation ("TMCC") renewed its Euro Medium Term Note Programme (the "EMTN Program"). TMCC's affiliates, Toyota Motor Finance (Netherlands) B.V. ("TMF"), Toyota Credit Canada Inc. ("TCCI") and Toyota Finance Australia Limited ("TFA" and, together with TMCC, TMF and TCCI, the "Issuers") are also issuers under the EMTN Program. Under the EMTN Program, the Issuers may issue unsecured notes ("Notes") with such terms, including currency, interest rate and maturity, as agreed by the relevant Issuer and the purchasers of such Notes at the time of sale. The EMTN Program was renewed for a period of one year. The aggregate principal amount of Notes authorized under the EMTN Program to be outstanding from time to time is €60 billion. The authorized amount is shared among all Issuers.

Notes issued under the EMTN Program by TMCC are issued subject to, and with the benefit of, the Amended and Restated Agency Agreement, dated September 13, 2024, by and among TMCC, TMF, TCCI, TFA and The Bank of New York Mellon, acting through its London branch (the "Agency Agreement"). The Agency Agreement contains customary terms and conditions. A copy of the Agency Agreement is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Under the EMTN Program, TMCC may issue Notes in bearer form or in registered form. Notes issued in registered form will be issued subject to, and with the benefit of, the Amended and Restated Note Agency Agreement, dated September 13, 2024, by and among TMCC, The Bank of New York Mellon SA/NV, Dublin Branch and The Bank of New York Mellon, acting through its London branch (the "Note Agency Agreement"). The Note Agency Agreement contains customary terms and conditions. A copy of the Note Agency Agreement is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Notes issued under the EMTN Program by TMCC pursuant to Regulation S under the Securities Act of 1933, as amended (the "Act"), are not registered under the Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements under the Act.