Toyota Motor Regulatory News (TYT)

13 Mar 2008 07:00

Toyota Motor Credit Corp12 March 2008 FINAL TERMS TOYOTA MOTOR CREDIT CORPORATION €40,000,000,000 Euro Medium Term Note Programme established by Toyota Motor Finance (Netherlands) B.V., Toyota Credit Canada Inc., Toyota Finance Australia Limited and Toyota Motor Credit Corporation Series No. 462 AUD 36,000,000 Fixed Rate and Index Linked Notes due 2011 Issue price: 99.98 per cent. Nomura International plc The date of these Final Terms is 12th March, 2008 Final Terms Dated 12th March, 2008 TOYOTA MOTOR CREDIT CORPORATION Issue of AUD 36,000,000 Fixed Rate and Index Linked Notes due 2011 under the €40,000,000,000 Euro Medium Term Note Programme PART A-CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of theConditions set forth under "Terms and Conditions of the Notes" in the Prospectusdated 28th September, 2007, the Supplementary Prospectus dated 8th November,2007, the Supplementary Prospectus dated 9th November, 2007, the SupplementaryProspectus dated 4th December, 2007, and the Supplementary Prospectus dated 7thFebruary, 2008 which together constitute a base prospectus for the purposes ofthe Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive").This document constitutes the Final Terms of the Notes described herein for thepurposes of Article 5.4 of the Prospectus Directive and must be read inconjunction with such Prospectus as so supplemented, including all documentsincorporated by reference therein. Full information on the Issuer and the offerof the Notes is only available on the basis of the combination of these FinalTerms and the Prospectus as so supplemented. The Prospectus and theSupplementary Prospectuses are available for viewing and copies may be obtainedfrom the principal office in London, England of The Bank of New York, theissuing and principal paying agent for the Notes, at One Canada Square, LondonE14 5AL, and at www.londonstockexchange.com. 1. (i) Issuer: Toyota Motor Credit Corporation (the "Issuer") (ii) Credit Support Providers: Toyota Motor Corporation Toyota Financial Services Corporation 2. Series Number: 462 3. Specified Currency (or Currencies in the Australian Dollars ("AUD") case of Dual Currency Notes): 4. Aggregate Nominal Amount of Notes: AUD 36,000,000 5. Issue Price: 99.98 per cent. of the Aggregate Nominal Amount of Notes 6. (i) Specified Denominations: AUD 10,000 (ii) Calculation Amount: AUD 10,000 7. (i) Issue Date: 17th March, 2008 (ii) Interest Commencement Date: Issue Date 8. Maturity Date: 17th March, 2011 9. Interest Basis: Fixed Rate and Index Linked Interest (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/ Fixed Rate in respect of the period from and including the Issue Payment Basis: Date to but excluding 17th September, 2008 and Index Linked Interest from and including 17th September, 2008 to but excluding the Maturity Date 12. Investor Put/Issuer Call Options: Not Applicable 13. (i) Status of the Notes: Senior (ii) Nature of the Credit Support: See "Relationship of TFS and the Issuers with the Parent" in the Prospectus dated 28th September, 2007 (iii) Date approval for issuance of See "General Information-Authorisation" section of the Prospectus Notes obtained: dated 28th September, 2007 for the relevant board approval dates for the Programme14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions Applicable (i) Fixed Rate of Interest: 10.00 per cent. per annum payable semi-annually in arrear on the Fixed Interest Payment Date (ii) Interest Payment Date(s): 17th September, 2008 adjusted in accordance with the Modified Following Business Day Convention, with the Applicable Business Centres for the definition of "Business Day" being London, New York, Sydney and Tokyo ("Fixed Interest Payment Date"). For the avoidance of doubt, the Fixed Coupon Amount for the Fixed Interest Payment Date shall remain unadjusted. (iii) Fixed Coupon Amount: AUD 500 per Calculation Amount payable semi-annually (iv) Broken Amount(s): Not Applicable (v) Fixed Day Count Fraction: 30/360 (vi) Determination Date(s): Not Applicable (vii) Other terms relating to the Not Applicable method of calculating interest for Fixed Rate Notes: 16. Floating Rate Note Provisions Not Applicable 17. Zero Coupon Note Provisions Not Applicable 18. Index Linked Interest Note/other variable- Applicable linked interest Note Provisions (i) Index/Formula/other variable: Please see Annex attached hereto (ii) Party responsible for Nomura Bank (Luxembourg) S.A. calculating the principal and/ or interest due (if not the Agent): (iii) Provisions for determining Please see Annex attached hereto Coupon where calculated by reference to Index and/or Formula and/or other variable: (iv) Interest Determination Date(s): Please see Annex attached hereto (v) Provisions for determining Please see Annex attached hereto Coupon where calculation by reference to Index and/or Formula and/or other variable is impossible or impracticable or otherwise disrupted: (vi) Interest Period(s) or other Please see Annex attached hereto calculation period(s): While the Index Linked Interest Notes are represented by a global Note, for each relevant Interest Period, apply the Rate of Interest to the Calculation Amount pursuant to Condition 4(b)(vi)(C) (vii) Determination Date(s): Please see Annex attached hereto (viii) Business Day Convention: Modified Following Business Day Convention (ix) Applicable Business Centre(s) London, Sydney, New York and Tokyo for purposes of "Business Day" Definition (x) Minimum Rate of Interest/ Not Applicable Interest Amount: (xi) Maximum Rate of Interest/ Not Applicable Interest Amount: (xii) Day Count Fraction: 30/36019. Dual Currency Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 20. Issuer Call Option Not Applicable 21. Investor Put Option Not Applicable 22. Final Redemption Amount of each Note Par 23. Early Redemption Amount Early Redemption Amount of each Note payable Par on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES 24. Form of Notes: Bearer Notes: A Temporary Global Note in bearer form without Coupons will be deposited with a common depositary or, as the case may be, a common safekeeper for Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on or about the Issue Date. The Temporary Global Note is exchangeable for a Permanent Global Note in bearer form not earlier than the date that is 40 days following completion of the distribution of the Notes and upon certification of non-U.S. beneficial ownership. A Permanent Global Note is exchangeable in whole, but not in part, for security printed definitive Notes (a) at the request of the relevant Issuer, (b) upon the Noteholders instructing Euroclear, Clearstream, Luxembourg or any other agreed clearing system in which such Permanent Global Note is being held to give at least 60 days' written notice to the Agent, subject to the payment of costs in connection with the printing and distribution of definitive Notes, and/or (c) (free of charge) upon the occurrence of an Exchange Event (as described in "Form of the Notes" in the Prospectus dated 28th September, 2007). 25. New Global Note: No 26. Applicable Business Centre(s) or other If the date for payment of any amount is not a Payment Business Day special provisions relating to Payment in a place of presentation, the holder thereof shall not be Dates: entitled to payment until the next following Payment Business Day. "Payment Business Day" means any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the relevant place of presentation, London, New York, Sydney and Tokyo. 27. Talons for future Coupons or Receipts to be No attached to definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: Not Applicable amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: 29. Details relating to Instalment Notes: Not Applicable 30. Whether the Notes will be subject to No redenomination or exchange into euros: 31. Further issues and consolidation provisions: The Issuer may from time to time, without the consent of the holders of Notes, Receipts or Coupons of this Series, create and issue further Notes of this Series having the same terms and conditions as the Notes (or the same terms and conditions save for the Issue Date, the amount and date of the first payment of interest thereon and/or the Issue Price) so that the same shall be consolidated and form a single Series with the outstanding Notes and references in the Conditions to the "Notes" shall be construed accordingly. 32. Other final terms or special conditions: The Notes are subject to Automatic Early Redemption as set out in the Annex attached hereto. If accrued interest is required to be calculated for a period ending on a day other than an Interest Payment Date (as defined in the Annex), including as a result of redemption for tax reasons, an event of default or due to the cancellation of the Index, the interest amount payable per Calculation Amount ("E") on the Early Redemption Date (as defined below) shall be calculated by the Calculation Agent in accordance with the following formula provided that the resultant figure shall be rounded to the nearest one cent. with half a cent being rounded upwards: E = AUD 10,000 x Early Redemption Interest Rate x Day Count Fraction Where: "Early Redemption Interest Rate" means: (i) (a) if the due date for redemption for tax reasons, an event of default or due to the cancellation of the Index (each an "Early Redemption Date") falls on a day prior to 17th September, 2008, 10.00% per annum (b) if an Early Redemption Date falls on a day after 17th September, 2008, a rate determined as if such Early Redemption Date is deemed to be the Index Linked Interest Payment Date as defined in the Annex and the provisions thereof will mutatis mutandis apply. "Day Count Fraction" (solely for the purpose of the formula above) means the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the next scheduled Interest Payment Date (such number of days being calculated on the basis of 12 30-day months) divided by 360 and, in the case of an incomplete month, the number of days elapsed. Negative Pledge covenant set out in condition 3 is Applicable.DISTRIBUTION 33. (i) If syndicated, names of Not Applicable Managers: (ii) Stabilizing Manager (if any): Not Applicable 34. If non-syndicated, name of relevant Dealer/ Nomura International plc Purchaser: Nomura House 1 St. Martin's-le-Grand London EC1A 4NP 35. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D 36. Additional selling restrictions: Selling restrictions, including those applicable to the United States, United Kingdom, European Economic Area, Japan, The Netherlands, Canada, Australia and Switzerland are set out in the Prospectus 28th September, 2007 and Appendix 2 of the Amended and Restated Programme Agreement dated 28th September, 2007. The Notes may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) except in compliance with the terms of the shelf registration statement and the amendment thereto that have been, and the supplemental document that will be, filed by TMCC with the Director-General of the Kanto Local Finance Bureau of the Ministry of Finance in Japan with respect to a secondary distribution (uridashi) of the Notes in Japan pursuant to the Financial Instruments and Exchange Law of Japan. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: TOYOTA MOTOR CREDIT CORPORATION By: _________________________________ Name: Title: cc: The Bank of New York PART B-OTHER INFORMATION 1. LISTING Not Applicable 2. RATINGS Programme Ratings: For information on Programme Ratings, see "General Information- Credit Ratings" in the Prospectus dated 28th September, 2007.3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in "Subscription and Sale" in the Prospectus dated 28th September, 2007, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer As set forth in "Use of Proceeds" in the Prospectus dated 28th September, 2007. (ii) Estimated net proceeds: AUD 35,992,800 (before deduction of estimated expenses) (iii) Estimated total expenses: Not Applicable to unlisted Notes.5. Fixed Rate Notes only-YIELD Indication of yield: Not Applicable to unlisted Notes. 6. IndexLinked or other variable-linked Notes only-PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING AND POST ISSUANCE INFORMATION Not Applicable to unlisted Notes. 7. Dual Currency Notes only-PERFORMANCE OF RATE OF EXCHANGE Not Applicable to unlisted Notes. 8. OPERATIONAL INFORMATION (i) ISIN Code: XS0352787377 (ii) Common Code: 035278737 (iii) Any clearing system(s) other than Not Applicable Euroclear Bank S.A./N.V. and Clearstream Banking, societe anonyme and the relevant identification number(s): (iv) Delivery: Delivery against payment (v) Names and addresses of additional Not Applicable Paying Agent(s) (if any): (vi) Notes to be held in a manner which No would allow Eurosystem eligibility: ANNEX 1. Index Linked Interest Each Note will bear interest linked to the Index (as defined below) (such interest, as further described below, "IndexLinked Interest") from and including 17th September, 2008 to but excluding the Maturity Date payable in amounts (eachan "Index Linked Interest Amount") determined in accordance with the provisions set out below. Index Linked Interestwill be payable semi-annually in arrear on 17th March and 17th September in each year commencing 17th March, 2009 toand including the Maturity Date (each an "Index Linked Interest Payment Date" and together with the Fixed InterestPayment Date, an "Interest Payment Date"). The period from and including 17th September, 2008 to but excluding thefirst Index Linked Interest Payment Date and each successive period from and including an Index Linked Interest PaymentDate to but excluding the next following Index Linked Interest Payment Date is herein called an "Index Linked InterestPeriod". For the avoidance of doubt, each Index Linked Interest Period is not subject to adjustment.The Index Linked Interest Amount per Calculation Amount ("I") for each Index Linked Interest Period shall be calculatedby the Calculation Agent in accordance with the following formula, provided that the resultant figure of the formulashall be rounded to the nearest whole AUD cent, with half an AUD cent being rounded upwards: I = AUD 10,000 x Index Linked Interest Rate x Day Count Fraction Where: "Index Linked Interest Rate" shall be a percentage determined by the CalculationAgent on the relevant Interest Determination Date in accordance with thefollowing provisions: (i) If the Calculation Agent determines that TSE-R1 is greaterthan or equal to the Interest Determination Level then the Index Linked InterestRate shall be 10.00% per annum; (ii) Otherwise the Index Linked Interest Rate shall be 0.10% perannum. "Calculation Agent" means Nomura Bank (Luxembourg) S.A. "Initial TSE-R" means the level of the Index as of the Valuation Time on theInitial Strike Date, as determined by the Calculation Agent in its solediscretion. "Interest Determination Level" means the resultant figure of the followingformula, rounded down to the nearest second decimal place: Initial TSE-R x 89.00% "TSE-R1" means the Index Closing Level as determined by the Calculation Agent inits sole discretion. "Index Closing Level" means the level of the Index as of the Valuation Time onthe Valuation Date, as announced by the Index Sponsor. "Index" means the Tokyo Stock Exchange REIT Index, a capitalization-weightedindex of all REITs listed on the Exchange, which is currently calculated andsponsored by the Tokyo Stock Exchange, Inc. (the "Index Sponsor", which termshall include any agents or other persons acting on behalf of such person)subject to paragraph 2 below. "Interest Determination Date" means the day which is ten (10) Tokyo BusinessDays prior to the relevant Index Linked Interest Period End Date or, if such aday is not a Scheduled Trading Day, the first succeeding day which is aScheduled Trading Day. If any Interest Determination Date is a Disrupted Day,then the Interest Determination Date shall be the first succeeding ScheduledTrading Day that is not a Disrupted Day, unless the Calculation Agent determinesthat each of the eight Scheduled Trading Days immediately following the originaldate that, but for an event causing a Disrupted Day, would have been theInterest Determination Date, is a Disrupted Day. In that case, (i) that eighthScheduled Trading Day immediately following the original date shall be deemed tobe the Interest Determination Date, notwithstanding the fact that such day is aDisrupted Day, and (ii) the Calculation Agent shall determine the level of theIndex as of the Valuation Time on that eighth Scheduled Trading Day inaccordance with (subject to paragraph 2 below) the formula for and method ofcalculating the Index last in effect prior to the occurrence of the firstDisrupted Day using the Exchange traded or quoted price as of the Valuation Timeon that eighth Scheduled Trading Day of each security comprised in the Index(or, if an event giving rise to a Disrupted Day has occurred in respect of therelevant security on that eighth Scheduled Trading Day, its good faith estimateof the value for the relevant security as of the Valuation Time on that eighthScheduled Trading Day); "Index Linked Interest Period End Date" means 17th March and 17th September ineach year from and including 17th March, 2009 to and including the MaturityDate. For the avoidance of doubt, each Index Linked Interest Period End Date isnot subject to adjustment; "Initial Strike Date" means March 18, 2008 or if such a day is not a ScheduledTrading Day, the first succeeding day which is a Scheduled Trading Day. If theInitial Strike Date is a Disrupted Day, then the Initial Strike Date shall bethe first succeeding Scheduled Trading Day that is not a Disrupted Day, unlessthe Calculation Agent determines that each of the eight Scheduled Trading Daysimmediately following the original date that, but for an event causing aDisrupted Day, would have been the Initial Strike Date, is a Disrupted Day. Inthat case, (i) that eighth Scheduled Trading Day immediately following theoriginal date shall be deemed to be the Initial Strike Date, notwithstanding thefact that such day is a Disrupted Day, and (ii) the Calculation Agent shalldetermine the level of the Index as of the Valuation Time on that eighthScheduled Trading Day in accordance with (subject to paragraph 2 below) theformula for and method of calculating the Index last in effect prior to theoccurrence of the first Disrupted Day using the Exchange traded or quoted priceas of the Valuation Time on that eighth Scheduled Trading Day of each securitycomprised in the Index (or, if an event giving rise to a Disrupted Day hasoccurred in respect of the relevant security on that eighth Scheduled TradingDay, its good faith estimate of the value for the relevant security as of theValuation Time on that eighth Scheduled Trading Day); ''Disrupted Day'' means any Scheduled Trading Day on which the Exchange fails toopen for trading during its regular trading session or on which a MarketDisruption Event has occurred. The Calculation Agent shall as soon as reasonablypracticable under the circumstances notify the Issuer and the Agent of theoccurrence of a Disrupted Day on any day that, but for the occurrence of aDisrupted Day, would have been a Valuation Date; "Exchange Business Day" means any Scheduled Trading Day on which the Exchange isopen for trading during its regular trading sessions, notwithstanding theExchange closing prior to its Scheduled Closing Time; "Exchange" means the Tokyo Stock Exchange, Inc., which expression shall includeany successor as the Exchange; ''Scheduled Closing Time'' means in respect of the Exchange and a ScheduledTrading Day, the scheduled weekday closing time of the Exchange on suchScheduled Trading Day, without regard to after hours or any other tradingoutside of the regular trading session hours; ''Scheduled Trading Day'' means any day on which the Exchange is scheduled to beopen for trading for its respective regular trading sessions; "Tokyo Business Day" means a day on which commercial banks and foreign exchangemarkets settle payments and are open for general business (including dealings inforeign exchange and foreign currency deposits) in Tokyo; "Valuation Date" means in respect of the determination of an Index LinkedInterest Amount, the relevant Interest Determination Date (as defined above),and in respect of the determination of Automatic Early Redemption (as definedbelow), the relevant Automatic Early Redemption Determination Date (as definedbelow) as the case may be; ''Valuation Time'' means the Scheduled Closing Time of the Exchange on therelevant day. If the Exchange closes prior to its Scheduled Closing Time, theValuation Time shall be the actual closing time for its regular trading session; "Market Disruption Event" means, in respect of the Index, the occurrence orexistence of (i)(a) a Trading Disruption, or (b) an Exchange Disruption, whichin either case the Calculation Agent determines is material, at any time duringthe one hour period that ends at the Valuation Time or (ii) an Early Closure.For the purposes of determining whether a Market Disruption Event in respect ofthe Index exists at any time, if a Market Disruption Event occurs in respect ofa security included in the Index at any time, then the relevant percentagecontribution of that security to the level of the Index shall be based on acomparison of (x) the portion of the level of the Index attributable to thatsecurity and (y) the overall level of the Index, in each case immediately beforethe occurrence of such Market Disruption Event. (i)(a) ''Trading Disruption'' means any suspension of or limitation imposedon trading by the Exchange or otherwise and whether by reason of movements inprice exceeding limits permitted by the Exchange or otherwise on the Exchangerelating to securities that comprise 20 per cent. or more of the level of theIndex. (b) ''Exchange Disruption'' means any event (other than an Early Closure)that disrupts or impairs (as determined by the Calculation Agent) the ability ofmarket participants in general to effect transactions in, or obtain marketvalues for, securities that comprise 20 per cent. or more of the level of theIndex on the Exchange. (ii) ''Early Closure'' means the closure on any Exchange BusinessDay of the Exchange prior to its Scheduled Closing Time unless such earlierclosing time is announced by the Exchange at least one hour prior to the earlierof (A) the actual closing time for the regular trading session on the Exchangeon such Exchange Business Day and (B) the submission deadline for orders to beentered into the Exchange system for execution at the Valuation Time on suchExchange Business Day. 2. Adjustment to the Index (1) Successor Index If the Index is (i) not calculated and announced by the Index Sponsor but iscalculated and announced by a successor sponsor acceptable to the CalculationAgent or (ii) replaced by a successor index using, in the determination of theCalculation Agent, the same or a substantially similar formula for and method ofcalculation as used in the calculation of the Index, then in each case thatindex (the ''Successor Index'') will be deemed to be the Index. (2) Modification and Cessation of Calculation of the Index If (i) on or prior to any Valuation Date, the Index Sponsor announces that itwill make a material change in the formula for or the method of calculating theIndex or in any other way materially modifies the Index (other than amodification prescribed in that formula or method to maintain the Index in theevent of changes in constituent stocks and capitalisation and other routineevents) or (ii) on any Valuation Date, the Index Sponsor fails to calculate andannounce the level of the Index, then the Calculation Agent in its solediscretion shall determine the level of the Index in accordance with theformula for and method of calculation of the Index last in effect prior to thatchange or failure, but using only those securities that comprised the Indeximmediately prior to that change or failure (other than those securities thathave since ceased to be listed on the Exchange). (3) Cancellation of the Index If on or prior to any Valuation Date, the Index Sponsor permanently cancels theIndex and no Successor Index exists, then the Issuer in its sole discretion maytake the action described in (i) or (ii) below: (i) to require the Calculation Agent in its sole discretion to determinethe level of the Index in accordance with the formula for and method ofcalculation of the Index last in effect prior to that cancellation, but usingonly those securities that comprised the Index immediately prior to thatcancellation (other than those securities that have since ceased to be listed onthe Exchange); or (ii) to redeem the Notes by giving notice to the Noteholders inaccordance with Condition 16. If the Notes are so redeemed, the Issuer will payto each Noteholder the Early Redemption Amount (together, if appropriate, withaccrued interest to (but excluding) the date fixed for redemption),on the datenotified to the Noteholders in accordance with Condition 16. The EarlyRedemption Amount in respect of each nominal amount of the Notes equal to theSpecified Denomination shall be an amount in the Specified Currency calculatedby the Calculation Agent in its sole discretion that, on the date three BusinessDays prior to the due date for redemption, is equal to the fair economic valueof such nominal amount of the Notes, less the cost to the Issuer of unwindingany underlying related hedging arrangements. "Business Day" for the purposes ofthis paragraph only means a day on which commercial banks and foreign exchangemarkets settle payments and are open for general business (including dealings inforeign exchange and foreign currency deposits) in London, Sydney, New York andTokyo. (4) Correction of the Index If the level of the Index published by the Index Sponsor and which is utilisedfor any calculation or determination made for the Notes is subsequentlycorrected and the correction which leads to the correction of the amount and/orthe rate previously determined with reference to the level of the Index ispublished by the Index Sponsor within one (1) Exchange Business Day of theoriginal publication, but under no circumstances later than the relevant paymentdate, then the Calculation Agent will promptly notify the Issuer and the Agentof (i) that correction, (ii) the amount that is payable as a result of thatcorrection, as calculated by the Calculation Agent and (iii) to the extentnecessary, the adjustment to the terms of the Notes to account for suchcorrection, as soon as possible after the publication of such correction. 3. Automatic Early Redemption Notwithstanding Condition 6(a) and paragraph 8 of the Final Terms, the Noteswill automatically be redeemed in whole but not in part at 100.00 per cent. perCalculation Amount, (together with the interest accrued) on each InterestPayment Date from and including 17th September, 2008 to and including 17thSeptember, 2010 (each an "Automatic Early Redemption Date") if TSE-R1 is greaterthan or equal to Automatic Early Redemption Determination Level on the relevantAutomatic Early Redemption Determination Date: Where: "Automatic Early Redemption Determination Date" means the day which is ten (10)Tokyo Business Days prior to the relevant Automatic Early Redemption Period EndDate or, if such day is not a Scheduled Trading Day, the first succeeding daywhich is a Scheduled Trading Day. If any Automatic Early RedemptionDetermination Date is a Disrupted Day, then the Automatic Early RedemptionDetermination Date shall be the first succeeding Scheduled Trading Day that isnot a Disrupted Day, unless the Calculation Agent determines that each of theeight Scheduled Trading Days immediately following the original date that, butfor an event causing a Disrupted Day, would have been the Automatic EarlyRedemption Determination Date, is a Disrupted Day. In that case, (i) that eighthScheduled Trading Day immediately following the original date shall be deemed tobe the Automatic Early Redemption Determination Date, notwithstanding the factthat such day is a Disrupted Day, and (ii) the Calculation Agent shall determinethe level of the Index as of the Valuation Time on that eighth Scheduled TradingDay in accordance with (subject to paragraph 2 above) the formula for and methodof calculating the Index last in effect prior to the occurrence of the firstDisrupted Day using the Exchange traded or quoted price as of the Valuation Timeon that eighth Scheduled Trading Day of each security comprised in the Index(or, if an event giving rise to a Disrupted Day has occurred in respect of therelevant security on that eighth Scheduled Trading Day, its good faith estimateof the value for the relevant security as of the Valuation Time on that eighthScheduled Trading Day). "Automatic Early Redemption Period End Date" means 17th March and 17th Septemberin each year from and including 17th September, 2008 to and including 17thSeptember, 2010. For the avoidance of doubt, each Automatic Early RedemptionPeriod End Date is not subject to adjustment; "Automatic Early Redemption Determination Level" means the resultant figure ofthe following formula, rounded down to the nearest second decimal place: Initial TSE-R x 105.00% 4. License Agreement The Issuer and the Index Sponsor have entered into a non-exclusive licenseagreement providing for the license to the Issuer of the right to use the Indexand Index Trademarks (as defined below) in connection with the Notes. 5. Disclaimer The Index and the trademarks and other rights with respect to the trademarks andindications of the Index (collectively "Index Trademarks") are subject to theintellectual property rights owned by the Index Sponsor and the Index Sponsorowns all rights relating to the Index such as calculation, publication and useof the Index and relating to the Index Trademarks. The Index Sponsor shall reserve the rights to change the methods of calculationor publication, to cease the calculation or publication of the Index or tochange the Index Trademarks or cease the use thereof. The Index Sponsor makes no warranty or representation whatsoever, either as tothe results arising from the use of the Index and the Index Trademarks or as tothe figure at which the Index stands on any particular day. The Index Sponsor gives no assurance regarding accuracy or completeness of theIndex and data contained therein. Further, the Index Sponsor shall not be liablefor the miscalculation, incorrect publication, delayed or interruptedpublication of the Index. No Notes are in any way sponsored, endorsed or promoted by the Index Sponsor. The Index Sponsor shall not bear any obligation to give an explanation of theNotes or any advice on investments to any purchaser of the Notes or to thepublic. The Index Sponsor neither selects specific stocks or groups thereof nor takesinto account any needs of the issuing company or any purchaser of the Notes inthe calculation of the Index. Including but not limited to the foregoing, the Index Sponsor shall not beresponsible for any damage resulting from the issue and sale of the Notes. All determinations and calculations made by the Calculation Agent shall in theabsence of manifest error be final and binding upon all the parties concerned,including the Issuer and the Noteholders. 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