EX-20.1 2 a2045031zex-20_1.txt EXHIBIT 20.1 EXHIBIT 20.1 -------------------------------------------------------------------------------- TOYOTA AUTO RECEIVABLES 2000-A OWNER TRUST, TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION, AND TOYOTA MOTOR CREDIT CORPORATION TOYOTA AUTO RECEIVABLES 2000-A OWNER TRUST INSTRUMENT OF AMENDMENT OF SALE AND SERVICING AGREEMENT Dated as of March 31, 2001 -------------------------------------------------------------------------------- TOYOTA AUTO RECEIVABLES 2000-A OWNER TRUST INSTRUMENT OF AMENDMENT OF SALE AND SERVICING AGREEMENT THIS INSTRUMENT OF AMENDMENT, dated as of March 31, 2001 (the "Amendment"), among Toyota Auto Receivables 2000-A Owner Trust ("Owner Trust"), in its capacity as issuer (the "Issuer"), Toyota Motor Credit Receivables Corporation ("TMCRC"), in its capacity as seller (the "Seller"), and Toyota Motor Credit Corporation ("TMCC"), in its capacity as Servicer (the "Servicer"), is made with respect to amending the Sale and Servicing Agreement, dated as of June 1, 2000, among Owner Trust, TMCRC and TMCC. RECITALS WHEREAS, TMCC has changed the date of its fiscal year end from September 30 to March 31, and desires to cause the fiscal year end dates for its subsidiaries (including TMCRC) and for each securitization trust formed thereby to be changed so as to remain consistent with that of TMCC; and WHEREAS, the parties hereto wish to enter into this Amendment in order to amend and supplement certain provisions of the Sale and Servicing Agreement to effect such change and to modify the dates on which the Servicer is required to deliver certain certificates and reports as to which such change is relevant; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows: SECTION 1. DEFINITIONS. For all purposes of this Amendment, unless otherwise defined herein, all capitalized terms used herein shall have the meanings attributed to them in the Sales and Servicing Agreement and the Indenture. SECTION 2. AMENDMENT TO SECTION 4.11(a). Section 4.11(a) is amended to read as follows: "Within 120 days after March 31 of each calendar year (commencing with the fiscal year ended March 31, 2001), the Servicer shall deliver an Officer's Certificate to the Owner Trustee and the Indenture Trustee to the effect that a review of the activities of the Servicer during the prior fiscal year (or since the Closing Date in the case of the first such Officer's Certificate) has been made under the supervision of the officer executing such Officer's Certificate with a view to determining whether during such period the Servicer has performed and observed all of its obligations under this Agreement, and either (i) stating that, to the best of -1- his or her knowledge, no default by the Servicer under this Agreement has occurred and is continuing, or (ii) if such a default has occurred and is continuing, specifying such default and the nature and status thereof." SECTION 3. AMENDMENT TO SECTION 4.12. The first sentence of the first paragraph of Section 4.12 is amended to read as follows: "ANNUAL ACCOUNTANTS' REPORT. Within 120 days after March 31 of each fiscal year for the Servicer (commencing with the year ended March 31, 2001), the Servicer shall deliver to the Owner Trustee and the Indenture Trustee a report prepared by the Independent Accountants of the Servicer concerning their review of the activities of the Servicer during the preceding 12-month period ended March 31 (or other applicable period in the case of the first such report or letter) to the effect that such accountants have reviewed certain records and documents relating to the servicing of the Receivables under this Agreement (using procedures specified in such report or letter) and as a result of such review, and in connection with such procedures, they are reporting such exceptions, if any, as shall be set forth therein. Such report or letter shall also indicate that the firm is independent with respect to the Seller and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants." [Remainder of the page intentionally left blank.] -2- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written. TOYOTA AUTO RECEIVABLES 2000-A OWNER TRUST, as Issuer By: U.S. Bank National Association, not in its individual capacity but solely as Owner Trustee on behalf of the Issuer By: /s/ MELISSA A. ROSAL ------------------------------------ Name: Melissa A. Rosal Title: Vice President TOYOTA MOTOR CREDIT RECEIVABLES CORPORATION, as Seller By: /s/ LLOYD MISTELE ------------------------------------ Name: Lloyd Mistele Title: President TOYOTA MOTOR CREDIT CORPORATION, as Servicer By: /s/ GEORGE E. BORST ----------------------------------- Name: George E. Borst Title: President and Chief Executive Officer ACKNOWLEDGED AND ACCEPTED AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN: U.S. Bank National Association, not in its individual capacity but solely as Indenture Trustee By: /s/ MELISSA A. ROSAL ------------------------------- Name: Melissa A. Rosal Title: Vice President S-1