TOYOTA CAPITAL MALAYSIA SDN BHD

(FORMERLY KNOWN AS UMW TOYOTA CAPITAL SDN BHD)

Proposed Issuance Programme of up to RM1,200 million Medium Term Notes
Principal Terms and Conditions of the Proposal

Principal Terms and Conditions of the Proposal

1.

BACKGROUND INFORMATION

(a)

Issuer
(i)

Name
Toyota Capital Malaysia Sdn Bhd
(Formerly known as UMW Toyota Sdn Bhd ("UMWTC")

(ii)

Address
Registered Office:
3rd Floor, The Corporate
No. 10 Jalan Utas (15/7)
Batu Tiga Industrial Estate
40200 Shah Alam
Selangor Darul Ehsan
Head Office:
Level 20, Plaza IBM
No. 8, First Avenue
Bandar Utama
47800 Petaling Jaya
Selangor Darul Ehsan

(iii)

Business Registration No.

Company No: 011547-M

(iv)

Date / Place of Incorporation

31 December 1971 / Malaysia

(v)

Date of Listing (in case of a public listed company)

Not Listed

(vi)

Status

: Resident/Non-Resident Controlled Company

Non-Resident controlled company (NRCC)
: Bumiputera/Non-Bumiputera Controlled Company
Non-Bumiputera controlled company

2.

PRINCIPAL TERMS AND CONDITIONS

(a)

Names of parties involved in the proposed transaction (where applicable)

(i)

Principal Adviser(s)/Lead Arranger(s)

CIMB Investment Bank Berhad

(ii)

Arranger(s)
Not applicable

(iii)

Valuers
Not applicable

(iv)

Solicitors
Messrs Adnan, Sundra & Low

(v)

Financial Adviser
Not applicable

(vi)

Technical Adviser
Not applicable

(vii)

Guarantor
Toyota Motor Finance (Netherlands) B.V.

(viii)

Trustee
Malaysian Trustees Berhad

(ix)

Facility Agent
Citibank Berhad

(x)

Primary Subscriber(s) and Amount Subscribed (where

applicable)
To be determined prior to issue in the event the MTNs are issued via
bought deal basis

(xi)

Underwriter(s) and Amount Underwritten

Underwriting is not required by the Issuer

(xii)

Central Depository
Medium Term Notes ("MTNs" or "Notes") issued shall be deposited
with Bank Negara Malaysia ("BNM") as depository

(xiii)

Paying Agent
BNM

(xiv)

Reporting Accountant
Ernst & Young

(xv)

Others (please specify)

Lead Manager:
CIMB Investment Bank Berhad
Co-Managers:
(a)

Standard Chartered Bank Malaysia Berhad

(b)

Deutsche Bank (Malaysia) Berhad

The Co-Managers' roles are limited to assisting in the placement

and/or distribution of the MTNs as and when required
(b)

Facility Description
Medium Term Notes ("MTNs") Issuance Programme ("Programme")

(c)

Issue Size (RM)

Up to RM1,200 million

(d)

Issue Price (RM)

The MTNs shall be issued at par, discount or premium to face value. The
price payable for each MTN purchased shall be calculated in accordance with
the formula specified in the "Rules on Fully Automated System for
Issuing/Tendering" ("FAST Rules") or in the rules governing such issues and
approved by BNM.

The formula used to calculate the proceeds for MTNs pursuant to FAST
Rules is illustrated as follows:

where,

(e)

FV
RV
C
r
N

=
=
=
=
=

Face value
Redemption value (=FV, if redemption is at par)
Coupon rate
Market yield for a similar maturity period
Number of semi-annual interest payments between the
value
date and maturity date
Number of days from the value date to the next interest
payment date
Number of days in the coupon period in which settlement
takes place

Tenure of the Facility/Issue

The Programme
Ten (10) years from the date of first issuance
The Issue
Not less than twelve (12) months and not more than one hundred and twenty
(120) months

(f)

Interest/Coupon (%) (please specify)

The rates for MTNs shall be determined upon issuance in the following
manner:
(i)

tender via the Fully Automated System for Issuing/Tendering ("FAST")

in accordance with the formula specified in the FAST Rules;

(ii)

book-building process;

(iii)

bought deal basis; or

(iv)

at an agreed yield between the Issuer and the relevant investor(s)

under private placement.

(g)

Interest/Coupon Payment Frequency

The coupon of the MTNs shall be payable semi-annually

(h)

Interest/Coupon Payment Basis

The coupon payment of the MTNs shall be on Actual/365 days basis

(i)

Yield to Maturity (%)

To be determined upon issuance

(j)

Security/Collateral (if any)

Guarantee & Indemnity by the Guarantor in favour of the Trustee and the MTN
holders

(k)

Details on Utilisation of Proceeds

The proceeds from the Programme shall be utilised for the following
purposes:
Purpose

Amount (RM)

1. For working capital requirements of the

Issuer and its subsidiaries (collectively,
the "UMWTC Group")
Total
(I)

1,200,000,000

1,200,000,000

Sinking Fund (if any)

None

(m)

Rating
Credit Rating Assigned

AAA(s)

Name of Rating Agency

Rating Agency Malaysia Berhad

Proposed
Schedule of
Utilisation
Over the tenure
of the Programme

(n)

Form and Denomination

The MTNs shall be represented at all times by global certificates issued in
bearer form (exchangeable for definitive certificates only in limited
circumstances) and in multiples of RM1,000,000 each

(o)

Mode of Issue
Tender Basis
The Lead Arranger shall invite a selection of financial institutions and
investors to participate as Tender Panel Members ("TPMs") to bid
competitively for the MTNs to be issued under the Programme. The
composition of the TPMs may be varied from time to time by the Issuer in
consultation with the Lead Arranger or the Facility Agent. Allocation of the
MTNs to the bidders shall be in order of descending price bids. The Issuer
shall have the right to reject any or all bids received from a TPM without
assigning any reasons thereof.
Private Placement
The MTNs could be placed privately via the Lead Arranger on a "best effort"
basis to selected investors at an agreed yield between the Issuer and such
investors.
Bought Deal
The MTNs may also be issued via a bought deal basis based on terms and
conditions to be mutually agreed upon between the Issuer and the primary
subscriber(s).
Book-build
The MTNs could alternatively be issued pursuant to a "book-building" process
on a "best effort" basis to be undertaken by the Lead Arranger as "bookrunner".
The MTNs would be reported on the FAST and traded through RENTAS.

(p)

Selling Restriction
The MTNs may not be offered or sold, directly or indirectly, nor may any
document or other materials in connection therewith be distributed, other than
to categories of persons specified in Section 4(6) of the Companies Act, 1965
(as amended) of Malaysia, subject to any law, order, regulation or official
directive of BNM, SC and/or any other regulatory authority from time to time.
In addition, if any offer or sale of MTNs or any distribution of any document or
other material in connection therewith is to be conducted in any jurisdiction
other than Malaysia, the applicable laws and regulations of such jurisdiction

(q)

will also have to be complied with prior to any such offer, sale or distribution.
In any event, the selling restrictions set out above would also have to be
complied.
Listing Status
The MTNs will not be listed on any exchange.

(r)

Minimum Level of Subscription (RM or %)

In relation to any issuance of MTNs under the Programme, there will be no
minimum level of subscription for such issuance. In the event the MTNs are
under subscribed, alternative funding would be available from three main
sources:
i)

outstanding unutilised limit of CP Programme of RM390 million (as of

31 March 2007);

ii) outstanding unutilised limits on existing banking facilities;

(a)
(b)

Revolving Credit facilities of RM107.95 million (as of 31 March

2007)
Overdraft facilities of RM1 million (as of 31 March 2007)

iii) unspecified limit from Cagamas for sale of hire purchase receivables
(s)

Other regulatory approvals required in relation to the issue, offer or

invitation and whether or not obtained (please specify)
None

(t)

Conditions Precedent
Usual and customary condition precedent for a programme of such nature
which shall include but not be limited to the following and shall be in the form
and substance acceptable to the Lead Arranger:
(i)

A certified true copy of a Board Resolution of the Issuer authorizing,

among others, the issuance of the Programme and the execution of
all relevant documents thereto;

(ii)

Satisfactory completion and execution of all legal documentation,

including but not limited to the Programme Agreement, the Depository
and Paying Agency Agreement, the Trust Deed, the Guarantee and
Indemnity and any other necessary documents ("Transaction
Agreements"), (and duly endorsed as exempted under Stamp Duty
Exemption (No. 23) Order 2000);

(iii)

Evidence that the approval of the SC in respect of the Programme

has been obtained;

(u)

(iv)

Satisfactory legal opinion from the Legal Counsel with respect to,
among others, advising on the legality, validity and enforceability of
the Transaction Agreements (other than the Guarantee & Indemnity)
and a confirmation that all conditions precedent have been fulfilled;

(v)

Receipt of legal opinion issued by a foreign counsel qualified to

practice the laws of Netherlands and acceptable to the Facility Agent
on the validity, legality and enforceability of the Guarantee and
Indemnity by Toyota Motor Finance (Netherlands) B.V.;

(vi)

Satisfactory review by the Legal Counsel of the Issuer's Certificate of

Incorporation and Memorandum and Articles of Association;

(vii)

Winding-up searches conducted on the Issuer and Toyota Motor

Finance (Netherlands) B.V. wherein the Official Receiver or the
relevant authority (as the case may be) confirms that the Issuer or
Toyota Motor Finance (Netherlands) B.V.is not wound up; and

(viii)

Any other conditions precedent as may be stipulated by the Facility

Agent and/or the Legal Counsel.

Representations and Warranties

Including but not be limited to the following:
(i)

The Issuer is a limited liability company duly incorporated and validly

existing in accordance with and is governed by the laws of Malaysia;

(ii)

Toyota Motor Finance (Netherlands) B.V. is a limited liability company

duly incorporated and validly existing in accordance with and is
governed by the laws of Netherlands;

(iii)

The Issuer and where applicable, Toyota Motor Finance

(Netherlands) B.V., each has the authority to enter into the relevant
Transaction Agreements;

(iv)

The Transaction Agreements are in full force and effect and constitute
the valid, binding and enforceable obligations of the Issuer and where
applicable, of Toyota Motor Finance (Netherlands) B.V.;

(v)

No event of default has occurred and there is no encumbrance on the

assets of the Issuer except as permitted under the Transaction
Agreements;

(vi)

There is no litigation or arbitration that will materially and adversely

affect the ability of the Issuer to perform its obligations under the
Transaction Agreements to which it is a party save as disclosed;

(vii)

The financial statements and other information supplied are true and
accurate in all material respects and not misleading except that,

where the warranted information is a forecast, the warranty will be to

the effect that the forecast has been made on the basis of
assumptions which were reasonable at the time when they were
made and after due inquiry;

(v)

(viii)

Neither the Issuer nor any of its assets are entitled to immunity from
process, execution, attachment or legal process;

(ix)

The Issuer is in compliance and will comply with any applicable laws
and regulations;

(x)

All necessary actions, authorizations and consents have been taken,

fulfilled and obtained and remain in full force and effect;

(xi)

The Issuer's entry into, exercise of its rights under and performance
of the Transaction Agreements do not and will not violate any existing
law or agreement to which it is party; and

(xii)

Such other representations and warranties as may be advised by the

legal counsel of the Lead Arranger.

Events of Default
Events of Default customary for a programme of such nature at the
recommendation of the Lead Arranger's legal counsel, which shall include but
not be limited to the following:
(i)

Failure to pay coupon/interest, or principal when due and payable;

(ii)

The Issuer fails to observe or perform its obligations under any of the
Transaction Agreements or MTNs or under any undertaking or
arrangement entered into in connection therewith other than an
obligation of the type referred to in paragraphs (i) above, and in the
case of a failure which in the opinion of the Trustee is capable of
being remedied, the Issuer does not remedy the failure within a period
of thirty (30) days after receipt by the Issuer of a written notification
from the Trustee of the failure;

(iii)

Any indebtedness of the Issuer for borrowed moneys or otherwise

becomes capable, in accordance with the relevant terms thereof, of
being declared due prematurely by reason of a default by the Issuer
in its obligations in respect of the same, or the Issuer is unable to
make any payment in respect thereof on the due date for such
payment or if due on demand when demanded or the security for any
such indebtedness becomes enforceable;

(iv)

Any proceedings in respect of a scheme of arrangement under

section 176 of the Companies Act is instituted or commenced in
respect of the Issuer or the Issuer convenes a meeting of its creditors
or proposes or makes any arrangement or composition with its
creditors or with a view to the general readjustment or rescheduling of

its indebtedness or makes a general assignment for the benefit of or a

composition with its creditors;
(v)

Any licence, authorisation or approval is revoked, withheld or modified

and such revocation, withholding or modification impairs and
prejudices the Issuer's ability to comply with the provisions of any
Transaction Agreements;

(vi)

A receiver or a manager or a receiver/manager has been appointed

over the whole or any substantial part of the assets of the Issuer; and

(vii)

Insolvency or administration or winding up of the Issuer

Upon the occurrence of an Event of Default under the Programme, the

Trustee may declare that the outstanding MTNs are immediately due and
repayable, and exercise all its rights of enforcement on the security in
accordance with the available provisions.
(w)

Principal terms and conditions for warrants (where applicable)

Not applicable

(x)

Other principal terms and conditions for the issue

Availability

Upon completion of all documentation and compliance

with the Conditions Precedent to the satisfaction of
the Principal Adviser and/or Facility Agent.

Status

The MTNs will constitute direct, unconditional and

unsubordinated obligations of the Issuer, ranking pari
passu amongst themselves and all other direct,
unconditional
and
unsubordinated
obligations
(whether present or future) of the Issuer except those
obligations preferred by law.

Redemption

The MTNs, unless previously redeemed or cancelled,

shall be redeemed at the face amount upon maturity.

Purchase &
Cancellation

The Issuer or any of its related corporations shall be

entitled to purchase any MTN outstanding from the
open market by way of private treaty. Any MTNs
purchased by the Issuer must be cancelled and will
not be available for resale. Any MTNs while held by
any of the Issuer's related corporations shall not
entitle the holder(s) to vote at any meeting of the MTN
holders.

Notice to the
Facility

The Issuer shall give seven (7) business days' notice

to the Facility Agent of its intention to make any MTN

Agent

issue. For the initial issue, the Issuer is required to

give ten (10) business days' notice to the Facility
Agent of its intention to make an MTN issue.

Trading

The MTNs shall be tradeable on the secondary

market on a willing-buyer willing-seller basis under the
scripless book-entry securities trading and funds
transfer system known as Real Time Electronic
Transfer of Funds and Securities ("RENTAS") system.

Covenants

Including but not limited to the following:

1. Upon request and reasonable notice from the
Trustee:
(a) make available for the inspection of the
Trustee or its auditors the whole of the
accounting or other records of the Issuer as
the Trustee may reasonably require;
(b) give to the Trustee such information as the
Trustee or its auditors may reasonably require
with respect to the Issuer's affairs to the extent
permitted by law to enable the Trustee to
discharge its duties and obligations as trustee
under the Trust Deed or imposed on the
Trustee by the operation of law; and
(c) procure the auditors to furnish to the Trustee
promptly such certificates or other information
as the Trustee may from time to time
reasonably request in connection with any
matter arising under the Transaction
Agreements;
2. Exercise reasonable diligence in carrying out and
operating its business with due diligence and in a
proper and efficient manner in accordance with
sound business and financial practices including
ensuring that all necessary approvals or licences
relevant to its business are obtained and are kept
in full force and effect;
3. Enter into any transaction, whether directly or
indirectly, with any interested persons (including
any directors, substantial shareholders or persons
connected with them) unless:
(a) such transaction is on terms and conditions
that are no less favourable to the Issuer than
those which could have been obtained in
comparable transaction from persons who are

not interested persons;

(b) with respect to transactions involving an
aggregate payment or value equal to or
greater than 5% of the consolidated assets of
the Issuer, the Issuer obtains and receives
certification from an independent adviser that
the transaction is carried out on fair and
reasonable terms;
(c) the transaction has been approved by the
majority of directors or where the approval of
shareholders is required under the Listing
Requirements of Bursa Malaysia Securities
Berhad (if applicable), any applicable law or
the Issuer's Articles of Association, by the
shareholders in a general meeting;
(d) the Issuer complies with requirements as set
out in the Listing Requirements of Bursa
Malaysia Securities Berhad governing such
transaction (if applicable); and
(e) the Issuer certifies to the Trustee that the
conditions in paragraphs 3(a), 3(b), 3(c)and
3(d) have been satisfied.
4. To maintain a Paying Agent in Malaysia at all
times;
5. Procure that the Paying Agent notifies the Trustee
in the event that the Paying Agent does not
receive payment from the Issuer on the due dates
for payment as required under the Trust Deed,
the Notes and/or any other Transaction
Agreements; and
6. Keep full and particular books and accounts of
the carrying on of its business and maintain and
keep up to date records adequate to reflect in
accordance with law and consistently maintained
and generally accepted accounting principles the
operating and financial condition of the Issuer.
Taxation

All payments shall be made free and clear of all

present and future withholding and other taxes. In the
event that any such taxes are in future imposed, the
Issuer will make such additional payments as are
necessary to cause the holders of the MTNs and/or
the Facility Agent to receive net the amount that they
would have otherwise received.

Jurisdiction

The Issuer/Guarantor shall irrevocably submit to the

non-exclusive jurisdiction of the courts of Malaysia.

Governing
Law

The governing law for all legal documentation is

Malaysian Law, save and except for the Guarantee &
Indemnity, which will be subject to the law of the
Netherlands.