-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUXavi6h0eZXj2/H/45ANVgez3ZA/rsv2dBlFQXOhwmzpCIFArHOHuJo0jbTLX5v cH+N9uXfMkZDBLgrBuTzPg== 0000950136-04-000773.txt : 20040317 0000950136-04-000773.hdr.sgml : 20040317 20040317153215 ACCESSION NUMBER: 0000950136-04-000773 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20040317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYOTA MOTOR CREDIT CORP CENTRAL INDEX KEY: 0000834071 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 953775816 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-113680 FILM NUMBER: 04675447 BUSINESS ADDRESS: STREET 1: 19300 GRAMERCY PLACE STREET 2: NORTH BUILDING CITY: TORRANCE STATE: CA ZIP: 90509 BUSINESS PHONE: 3107871310 MAIL ADDRESS: STREET 1: 19300 GRAMERCY PLACE STREET 2: NORTH BUILDING CITY: TORRANCE STATE: CA ZIP: 90509 S-3 1 file001.htm FORM S-3

As filed with the Securities and Exchange Commission on March 17, 2004

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

TOYOTA MOTOR CREDIT CORPORATION
(Exact name of registrant as specified in its charter)

19001 South Western Avenue
Torrance, California 90509
(310) 468-1310
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Geri Brewster, Esq.
General Counsel
Toyota Motor Credit Corporation
19001 South Western Avenue
Torrance, California 90509
(310) 787-1310
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David J. Johnson, Jr., Esq.
Patrick I. Ross, Esq.
O'Melveny & Myers LLP
400 South Hope Street
Los Angeles, California 90071
(213) 430-6000

Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement as determined by market conditions.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered(1)(2)		Proposed Maximum Offering Price Per Unit(3)			Proposed Maximum Aggregate Offering Price(3)		Amount of Registration Fee(2)
Debt Securities	$	12,000,000,000		100	%	$	12,000,000,000	$	1,520,400

(1)	In U.S. dollars or the equivalent thereof in one or more foreign currencies.

(2)	Plus such additional principal amount as may be necessary such that the aggregate initial offering price of all debt securities, if any, issued with original issue discount will equal their aggregate principal amount at maturity.

(3)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 17, 2004

PROSPECTUS

[Toyota Motor Credit Corporation Logo]

Toyota Motor Credit Corporation

Debt Securities

By this prospectus, we may offer from time to time up to $12,000,000,000 of our senior unsecured debt securities or an equivalent amount in U.S. dollars if any securities are denominated in a currency other than U.S. dollars. When we offer debt securities, we will provide you with a prospectus supplement describing the specific terms of the securities. You should read this information carefully before you invest.

The debt securities:


•	will be in one or more series;


•	will be offered in amounts, at prices, in currencies and on terms to be agreed upon by us and the purchasers;


•	will be issued in amounts, with maturities, interest rates and offering prices set forth in a prospectus supplement; and


•	will be sold by us through agents, to or through underwriters or dealers, or directly to purchasers.

If the terms of particular debt securities described in a prospectus supplement are different from those described in this prospectus, you should rely on the information in the prospectus supplement.

This prospectus may not be used to complete sales of debt securities unless accompanied by a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2004

TABLE OF CONTENTS


				Page

Where You Can Find More Information				3
Incorporation of Information Filed with the SEC				3
Toyota Motor Credit Corporation				4
Use of Proceeds				4
Selected Financial Information				5
Ratio of Earnings to Fixed Charges				7
Description of Debt Securities				8
Plan of Distribution				14
Legal Matters				15
Experts				15

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports and other information with the SEC. You may read and copy our SEC filings at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C., 20549. You may also request copies of our SEC filings by writing to the SEC's Public Reference Room and paying a duplicating fee. You may obtain information about the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our electronic SEC filings are available on the Internet through the SEC's website at http://www.sec.gov.

We have filed a registration statement with the SEC on Form S-3 under the Securities Act of 1933 covering the debt securities which includes this prospectus. For further information about us and the debt securities, you should refer to the registration statement and the exhibits. This prospectus summarizes material provisions of agreements and other documents that we refer you to. However, because the prospectus may not contain all the information you may find important, you should review the full text of these documents. We have included copies of these documents as exhibits to the registration statement.

INCORPORATION OF INFORMATION FILED WITH THE SEC

The SEC allows us to "incorporate by reference" the information we file with the SEC, which means:


•	incorporated documents are considered part of this prospectus;


•	we can disclose important information to you by referring you to those documents; and


•	later information that we file with the SEC will automatically update and supersede the incorporated information.

We incorporate by reference the documents listed below, which were filed with the SEC under the Securities Exchange Act of 1934 (the "Exchange Act"):


•	annual report on Form 10-K for fiscal year ended March 31, 2003; and


•	quarterly reports on Form 10-Q for the quarters ended June 30, 2003, September 30, 2003 and December 31, 2003.

We also incorporate by reference each of the following documents that we will file with the SEC after the date of this prospectus until the offering of the debt securities is completed or after the date of the initial registration statement and before the effectiveness of the registration statement:


•	any reports filed under Sections 13(a) and (c) of the Exchange Act;


•	any reports filed under Section 14 of the Exchange Act; and


•	any reports filed under Section 15(d) of the Exchange Act.

You should rely only on information contained or incorporated by reference in this prospectus or any supplement we provide to you. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell the debt securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information appearing in this prospectus or any supplement is accurate as of any date other than the date on the front of the documents. Our business, financial condition, results of operations and other information may have changed since that date.

You may request a copy of any filings referred to above at no cost by contacting us at the following address: Toyota Motor Credit Corporation, 19001 South Western Avenue, Torrance, California 90509; Attn: Treasury; telephone: (310) 468-1310.

TOYOTA MOTOR CREDIT CORPORATION

Toyota Motor Credit Corporation provides retail and wholesale financing, retail leasing and certain other financial services to authorized Toyota and Lexus vehicle and Toyota industrial equipment dealers and their customers in the United States (excluding Hawaii) and the Commonwealth of Puerto Rico. TMCC is an indirect wholly owned subsidiary of Toyota Motor Corporation of Japan.

TMCC was incorporated in California in 1982 and began operations in 1983. Our principal executive offices are located at 19001 South Western Avenue, Torrance, California 90509, and our telephone number is (310) 468-1310.

In this prospectus, "TMCC", "we", "us" and "our" refer specifically to Toyota Motor Credit Corporation. TMCC is the issuer of all the debt securities offered under this prospectus.

If you want to find out more information about us, please see the sections in this prospectus entitled "Where You Can Find More Information" and "Incorporation of Information Filed with the SEC."

USE OF PROCEEDS

We intend to use the net proceeds from the sale of the debt securities for general corporate purposes, the purchase of earning assets and the retirement of debt. We may use the net proceeds initially to reduce short-term borrowings or invest in short-term securities.

SELECTED FINANCIAL INFORMATION

The following selected financial data for the years ended March 31, 2003 and 2002, the six months ended March 31, 2001, and the years ended September 30, 2000, 1999 and 1998 has been derived from financial statements examined by PricewaterhouseCoopers LLP, independent accountants, included in TMCC's Annual Reports on Form 10-K for the years ended March 31, 2003 and 2002, TMCC's Annual Report on Form 10-KT for the six month transition period ended March 31, 2001, and TMCC's Annual Reports on Form 10-K for the years ended September 30, 2000, 1999, and 1998. TMCC's selected financial data for the nine months ended December 31, 2003 and 2002 has been derived from TMCC's unaudited financial statements included in TMCC's Quarterly Report on Form 10-Q for the periods ended December 31, 2003 and 2002, which in the opinion of management, reflects all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the data for the interim periods presented. The information for the nine months ended December 31, 2003 is not necessarily indicative of the results that may be expected for the full fiscal year or any other interim period. TMCC's Annual Report on Form 10-K for the year ended March 31, 2003 and TMCC's Quarterly Report on Form 10-Q for the period ended December 31, 2003 referred to above are among the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.

The following information should be read in conjunction with TMCC's financial statements contained in the documents incorporated by reference in this Prospectus. See "Incorporation of Information Filed with the SEC".


	Nine Months Ended December 31,				Years Ended March 31,				Six Months Ended March 31, 2001			Years Ended September 30,
	2003		2002		2003		2002		Six Months Ended March 31, 2001			2000		1999		1998
	(Unaudited)
	(U.S. Dollars in Millions)
INCOME STATEMENT DATA
Financing Revenues:
Leasing	$	1,840	$	1,883	$	2,522	$	2,479	$	1,246		$	2,402	$	2,397	$	2,595
Retail financing		911		841		1,136		917		390			768		645		531
Wholesale and other dealer financing		137		127		172		186		124			182		123		114
Total financing revenues		2,888		2,851		3,830		3,582		1,760			3,352		3,165		3,240
Depreciation on leases		1,252		1,182		1,626		1,580		753			1,440		1,664		1,681
Interest expense (1)		433		955		1,167		992		749			1,289		940		994
Net financing revenues		1,203		714		1,037		1,010		258			623		561		565
Insurance premiums earned and contract revenues		138		124		168		155		68			138		122		112
Investment and other income		159		152		212		136		105			25		69		79
Net financing revenues and other revenues		1,500		990		1,417		1,301		431			786		752		756
Expenses:
Operating and administrative		420		400		540		529		236			400		376		323
Losses related to Argentine Investment		—		11		9		31		—			—		—		—
Provision for credit losses		263		400		604		263		89			135		83		127
Insurance losses and loss adjustment expenses		74		66		87		76		35			81		63		55
Total expenses		757		877		1,240		899		360			616		522		505
Income before equity in net loss of subsidiary, provision for income taxes and cumulative effect of change in accounting principle		743		113		177		402		71			170		230		251
Equity in net loss of subsidiary		—		—		—		—		—			1		—		—
Provision for income taxes		274		45		67		159		27			65		98		107
Income before cumulative effect of change in accounting principle		469		68		110		243		44			104		132		144
Cumulative effect of change in accounting principle, net of tax benefits		—		—		—		—		(2	)		—		—		—
Net Income	$	469	$	68	$	110	$	243	$	42		$	104	$	132	$	144


	Nine Months Ended December 31,				Years Ended March 31,				Six Months Ended March 31, 2001		Years Ended September 30,
	2003		2002		2003		2002		Six Months Ended March 31, 2001		2000		1999		1998
	(Unaudited)
	(U.S. Dollars in Millions)
BALANCE SHEET DATA
Finance receivables, net	$	30,722	$	26,625	$	26,477	$	23,477	$	19,216	$	18,168	$	13,856	$	11,521
Investment in operating leases, net		7,755		7,809		8,017		7,631		7,409		7,964		8,605		9,765
Derivative assets		2,345		1,341		1,421		454		379		—		—		—
Total assets		43,733		38,610		39,233		34,260		29,214		28,036		24,578		23,225
Notes and loans payable		36,044		31,640		32,099		27,026		22,194		21,098		18,565		17,597
Derivative liabilities		221		515		514		1,124		1,414		—		—		—
Other liabilities		849		806		869		819		925		2,298		1,458		1,411
Income taxes payable		51		19		26		—		—		3		—		—
Deferred income		1,125		961		996		861		699		681		636		607
Deferred income taxes		2,088		1,855		1,866		1,679		1,468		1,483		1,554		1,379

Total liabilities		40,378		35,796		36,370		31,509		26,700		25,563		22,213		20,994
Capital stock (2)		915		915		915		915		915		915		915		915
Retained earnings (3)		2,399		1,888		1,930		1,820		1,581		1,539		1,435		1,303
Accumulated other comprehensive income		41		11		18		16		18		19		15		13
Total shareholder's equity		3,355		2,814		2,863		2,751		2,514		2,473		2,365		2,231
Total liabilities and shareholder's equity	$	43,733	$	38,610	$	39,233	$	34,260	$	29,214	$	28,036	$	24,578	$	23,225

(1)

Certain prior period amounts have been reclassified to conform with the current period presentation. These include the reclassification of the derivative fair value adjustment into interest expense in the income statement data, made in response to recent SEC public announcements related to the income statement presentation of certain derivative activities. The reclassification had no impact on net financing revenues and other revenues or net income.

(2)	$10,000 par value per share.

(3)	TMCC declared a cash dividend of $4 million that was paid to its parent during fiscal 2002. No other dividends have been declared or paid as of December 31, 2003.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth TMCC's ratio of earnings to fixed charges for the periods shown:


	Nine Months Ended December 31,				Years Ended March 31,				Six Months Ended March 31,		Six Months Ended March 31,
	2003		2002		2003		2002		2001		2000		1999		1998
Income before equity in net loss of subsidiary, provision for income taxes and cumulative effect of change in accounting principle	$	743	$	113	$	177	$	402	$	71	$	170	$	230	$	251
Fixed charges:
Interest (1)		433		955		1,167		992		749		1,289		940		994
Portion of rent expense representative of the interest factor (deemed to be one-third)		6		6		8		7		3		6		6		5
Interest associated with Toyota Credit Argentina S.A.'s offshore debt repaid by TMCC (2)		—		1		1		—		—		—		—		—
Total fixed charges:	$	439	$	962	$	1,176	$	999	$	752	$	1,295	$	946	$	999
Earnings available for fixed charges:	$	1,182	$	1,075	$	1,353	$	1,401	$	823	$	1,465	$	1,176	$	1,250
RATIO OF EARNINGS TO FIXED CHARGES (2)		2.69x		1.12x		1.15x		1.40x		1.09x		1.13x		1.24x		1.25x

(1)

For the nine-months ended December 31, 2003 and 2002, the years ended March 31, 2003 and 2002, and the six-months ended March 31, 2001, interest expense included net unrealized gains/(losses) associated with derivative fair value adjustments of $125 million, ($322) million, ($335) million, $38 million, and ($23) million, respectively. No such adjustments were recorded prior to the year ended March 31, 2001, as SFAS 133 was adopted effective October 1, 2000. Certain prior period amounts have been reclassified to conform with the current period presentation. These include the reclassification of the derivative fair value adjustment into interest expense in the income statement data, made in response to recent SEC public announcements related to the income statement presentation of certain derivative activities. The reclassification had no impact on net financing revenues and other revenues or net income.

(2)

As of December 31, 2003, TMCC has guaranteed payments of principal, interest and premiums, if any, on $148 million principal amount of bonds issued in connection with the manufacturing facilities of certain of its affiliates as well as approximately $30 million of debt of Banco Toyota Do Brasil, S.A. As of December 31, 2003, TMCC has not recorded any liabilities under such guarantees. For additional information relating to other commitments and contingent liabilities of TMCC, see Note 16 of the March 31, 2003 Consolidated Financial Statements and Notes included in TMCC's Annual Report on Form 10-K and Note 8 of the December 31, 2003 Consolidated Financial Statements and Notes included in TMCC's Quarterly Report on Form 10-Q, both of which are incorporated by reference in this prospectus and the accompanying prospectus supplement. During the year ended March 31, 2003, TMCC performed under its guarantee of Toyota Credit Argentina S.A. outstanding off-shore debt and repaid $35 million of the outstanding balance and accrued interest thereon. TMCC has included the interest expense associated with the guarantee in the ratio of earnings to fixed charges calculation.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the debt securities sets forth certain general terms and provisions of the debt securities. The particular terms of debt securities offered by TMCC (the "Offered Debt Securities"), and the extent to which these general provisions may apply to the Offered Debt Securities, will be described in a prospectus supplement relating to the Offered Debt Securities. If the terms of particular Offered Debt Securities described in a prospectus supplement are different from those described in this prospectus, you should rely on the information in the supplement.

The debt securities will be issued under an indenture, dated as of August 1, 1991, as amended by a first supplemental indenture dated as of October 1, 1991 and a second supplemental indenture dated as of , 2004 (together, the "Indenture"), between TMCC and the trustee for one or more series of debt securities designated in the applicable prospectus supplement or prospectus supplements (the "Trustee"). The following is a summary of certain provisions of the debt securities and of the Indenture and does not contain all of the information which may be important to you. You should read all provisions of the Indenture carefully, including the definitions of certain terms, before you decide to invest in the debt securities. If we refer to particular sections or defined terms of the Indenture, we mean to incorporate by reference those sections or defined terms of the Indenture. Capitalized terms used but not defined in this prospectus have the meanings given to them in the Indenture. A copy of the Indenture is an exhibit to the registration statement relating to the debt securities which includes this prospectus. See "Where You Can Find More Information."

The debt securities will be obligations solely of TMCC and will not be obligations of, or directly or indirectly guaranteed by, Toyota Motor Corporation, Toyota Financial Services Corporation or any of their affiliates.

General

The Indenture does not limit the total principal amount of debt securities that we may issue under the Indenture. We may issue debt securities from time to time in one or more series, with the same or various maturities, at par, at a premium or with original issue discount up to the aggregate principal amount from time to time authorized by TMCC for each series. As of the date of this prospectus, approximately $9,978,011,000 aggregate principal amount of debt securities had been issued and remain outstanding under the Indenture (or its equivalent in foreign currencies, based on the applicable exchange rate at the time of the offering).

The debt securities will be unsecured general obligations of TMCC and will rank equally with our other unsecured and unsubordinated indebtedness from time to time outstanding.

The applicable prospectus supplement will describe the terms of the Offered Debt Securities, including:


•	the aggregate principal amount and denominations;


•	the maturity date;


•	the principal amount payable whether at maturity or upon earlier acceleration, whether the principal amount will be determined with reference to an index, formula or other method, and the date or dates on which we agree to pay principal if other than on the maturity date;


•	the rate or rates per annum (which may be fixed or variable) at which we agree to pay interest and, if applicable, the method used to determine the rate or rates of interest;


•	the dates on which we agree to pay interest;


•	the place of transfer or payment for the debt securities, and the method of payment;


•	the provisions for redemption or repayment, if any, including the redemption and/or repayment price or prices and any remarketing arrangements;


•	the sinking fund requirements or amortization provisions, if any;


•	whether the debt securities are denominated or provide for payment in U.S. dollars or a foreign currency;


•	the form (registered or bearer or both) in which the debt securities may be issued and any restrictions applicable to the exchange of one form for another and to the offer, sale and delivery of debt securities in either form;


•	if TMCC will pay any Additional Amounts relating to debt securities held by a person who is not a U.S. person in respect of specified taxes, assessments or other governmental charges, under what circumstances TMCC will pay Additional Amounts and whether TMCC has the option to redeem the affected debt securities rather than pay the Additional Amounts;


•	whether the debt securities will be issued in whole or in part in the form of one or more global securities and, in that case, the Depository for the global securities;


•	the title of the debt securities, the series of which the debt securities will be a part and the Trustee with respect to the debt securities; and


•	any other terms.

Please see the accompanying prospectus supplement you have received or will receive for the terms of the specific Offered Debt Securities. TMCC may deliver this prospectus before or together with the delivery of a prospectus supplement.

The variable terms of debt securities are subject to change from time to time, but no change will affect any debt security already issued or as to which an offer to purchase has been accepted by TMCC.

TMCC may issue debt securities with terms different from those of debt securities previously issued and may "reopen" a previous issue or a series of debt securities and issue additional debt securities of that issue or series.

You should be aware that special U.S. federal income tax, accounting and other considerations may apply to the debt securities. The prospectus supplement relating to an issue of debt securities will describe these considerations if they apply.

Payment and Paying Agents

Payment of principal of and premium and interest, if any, on debt securities will be made at the office of the Paying Agent or Paying Agents as TMCC may designate from time to time. However, at TMCC's option, TMCC may pay interest:


•	by check mailed to the address of the person entitled to the payment as the address appears in the Security Register; or


•	by wire transfer to an account maintained by the person entitled to the payment as specified in the Security Register.

Payment of any interest on debt securities will be made to the person in whose name the debt security is registered at the close of business on the Regular Record Date for that interest.

TMCC will designate the Trustee for the debt securities of the related series, acting through its Corporate Trust Office, as TMCC's sole Paying Agent for payments with respect to debt securities of the series. TMCC may at any time:


•	designate additional Paying Agents; or


•	rescind the designation of any Paying Agent; or


•	approve a change in the office through which any Paying Agent acts.

However, TMCC will be required to maintain a Paying Agent in each Place of Payment for a series of debt securities. All moneys paid by TMCC to a Paying Agent for the payment of principal of or premium or interest, if any, on any debt security which remain unclaimed at the end of one year after the principal, premium or interest has become due and payable will be repaid to TMCC, and the Holder of such debt security or any coupon will thereafter look only to TMCC for payment of those amounts.

Global Securities

The debt securities of a series may be issued in whole or in part in global form. A debt security in global form will be deposited with, or on behalf of, a Depository, which will be identified in an applicable

prospectus supplement. A global debt security may be issued in either registered or bearer form and in either temporary or permanent form. A debt security in global form may not be transferred except as a whole by the Depository for the debt security to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any nominee to a successor of the Depository or a nominee of the successor. If any debt securities of a series are issuable in global form, the applicable prospectus supplement will describe the circumstances, if any, under which beneficial owners of interests in the global debt security may exchange their interests for definitive debt securities of the series and of like tenor and principal amount in any authorized form and denomination, the manner of payment of principal of, premium and interest, if any, on the global debt security and the material terms of the depository arrangement with respect to the global debt security.

Certain Covenants

The debt securities will not be secured by mortgage, pledge or other lien. TMCC has agreed in the Indenture not to pledge or otherwise subject to any lien any property or assets of TMCC to secure any indebtedness for borrowed money incurred, issued, assumed or guaranteed by TMCC unless the debt securities are secured by the pledge or lien equally and ratably with all other obligations secured thereby so long as such other indebtedness shall be so secured; provided, however, that such covenant does not apply to:


•	liens (excluding liens permitted under any of the clauses below) securing indebtedness which does not in the aggregate at any one time outstanding exceed 20% of Consolidated Net Tangible Assets (as defined below) of TMCC and its consolidated subsidiaries:

•

the pledge of any assets of TMCC to secure any financing by TMCC of the exporting of goods to or between, or the marketing thereof in, countries other than the United States in connection with which TMCC reserves the right, in accordance with customary and established banking practice, to deposit, or otherwise subject to a lien, cash, securities or receivables for the purpose of securing banking accommodations or as the basis for the issuance of bankers' acceptances or in aid of other similar borrowing arrangements;


•	the pledge of receivables payable in currencies other than United States dollars to secure borrowings in countries other than the United States;


•	any deposit of assets of TMCC in favor of any governmental bodies to secure progress, advance or other payments under a contract or a statute;

•

any lien or charge on any property of TMCC, tangible or intangible, real or personal, existing at the time of acquisition or construction of such property (including acquisition through merger or consolidation) or given to secure the payment of all or any part of the purchase or construction price thereof or to secure any indebtedness incurred prior to, at the time of, or within one year after, the acquisition or completion of construction thereof for the purpose of financing all or any part of the purchase or construction price thereof;


•	bankers' liens or rights of offset;


•	any lien securing the performance of any contract or undertaking of TMCC not directly or indirectly in connection with the borrowing of money, obtaining of advances or credit or the securing of debt, if made and continuing in the ordinary course of business;


•	any lien to secure non-recourse obligations in connection with TMCC's engaging in leveraged or single-investor lease transactions;

•

any lien to secure payment obligations with respect to (x) rate swap transactions, swap options, basis swaps, forward rate transactions, commodity swaps, commodity options, equity or equity index swaps, equity or equity index options, bond options, interest rate options, foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, credit protection transactions, credit swaps, credit default swaps, credit default options, total return swaps, credit spread transactions, repurchase transactions, reverse repurchase transactions, buy/sell-back transactions, securities


	lending transactions, weather index transactions, or forward purchases or sales of a security, commodity or other financial instrument or interest (including any option with respect to any of these transactions), or (y) transactions that are similar those described above; and

•

any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any lien, charge or pledge referred to in the clauses above, provided, however, that the amount of any and all obligations and indebtedness secured thereby will not exceed the amount thereof so secured immediately prior to the time of such extension, renewal or replacement, and that such extension, renewal or replacement will be limited to all or a part of the property which secured the charge or lien so extended, renewed or replaced (plus improvements on such property).

"Consolidated Net Tangible Assets" means the aggregate amount of assets (less applicable reserves and other properly deductible items) after deducting all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles of TMCC and its consolidated subsidiaries, all as set forth on the most recent balance sheet of TMCC and its consolidated subsidiaries prepared in accordance with generally accepted accounting principles as practiced in the United States.

Successor Corporation

The Indenture provides that TMCC may consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any other corporation, provided, that:


•	either TMCC shall be the continuing corporation, or the successor corporation shall be a corporation organized and existing under the laws of the United States or any state thereof and shall expressly assume, by a supplemental indenture, executed and delivered to each Trustee, in form satisfactory to each Trustee, all of the obligations of TMCC under the debt securities and the Indenture; and


•	TMCC or the successor corporation, as applicable, shall not, immediately after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any obligations under the Indenture.

Subject to certain limitations in the Indenture, a Trustee may receive from TMCC an officer's certificate and an opinion of counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of the Indenture.

Supplemental Indentures

Supplemental indentures may be entered into by TMCC and the appropriate Trustee with the consent of the Holders of 66 2/3% in principal amount of any series of outstanding debt securities, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of each such series affected by such modification or amendment. However, no supplemental indenture may, among other things, without the consent of each Holder of any debt security affected:


•	reduce the principal amount of or interest on any debt security;


•	change the maturity date of the principal, the interest payment dates or other terms of payment of any debt security; or


•	reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose Holders is necessary to modify or amend the Indenture.

Under certain circumstances, supplemental indentures may also be entered into without the consent of the Holders.

Events of Default

The Indenture defines an Event of Default with respect to any series of debt securities as being any one of the following events with respect to that series:


•	default in the payment of principal, when due;


•	default in the payment of any interest when due and continuation of the default for 30 days;


•	default in the deposit of any sinking fund payment when due;


•	default in the performance or breach of any of TMCC's obligations or warranties under the Indenture (other than an obligation or warranty included in the Indenture which is not for the benefit of that particular series of debt securities) which continues for 60 days after written notice;


•	certain events of bankruptcy, insolvency or reorganization of TMCC; and


•	any other Event of Default provided with respect to debt securities of that series.

No Event of Default with respect to a particular series of debt securities issued under the Indenture necessarily constitutes an Event of Default with respect to any other series of debt securities. If an Event of Default occurs and is continuing, the appropriate Trustee or the Holders of at least 25% in aggregate principal amount of debt securities of each series affected by the Event of Default may declare the debt securities of that series to be due and payable.

Any past default with respect to a particular series of debt securities may be waived by the Holders of a majority in aggregate principal amount of the outstanding debt securities of that series, except a default:


•	in the payment of principal of, premium, or interest for which payment had not been subsequently made; or


•	in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding debt security of that series.

TMCC will be required to file with each Trustee annually an officer's certificate as to the absence of certain defaults. The appropriate Trustee may withhold notice to Holders of any series of debt securities of any default with respect to that series (except in payment of principal, premium, if any, or interest) if it in good faith determines that it is in the interest of such Holders to do so.

Subject to the provisions of the Indenture relating to the duties of a Trustee in case an Event of Default shall occur and be continuing, a Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless the Holders have offered to the Trustee reasonable indemnity or security against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. Subject to provisions in the Indenture for the indemnification of a Trustee and to certain other limitations, the Holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the appropriate Trustee, or exercising any trust or power conferred on the Trustee with respect to the debt securities of the series.

Satisfaction and Discharge of the Indenture

The Indenture will be discharged with respect to the debt securities of any series upon the satisfaction of certain conditions, including the following:


•	payment in full of the principal of, and premium, if any, and interest on all of the debt securities of that series; or


•	the deposit with the appropriate Trustee of an amount in cash or United States government obligations sufficient for such payment or redemption, in accordance with the Indenture.

Termination

TMCC may terminate certain of its obligations under the Indenture with respect to the debt securities of any series, including its obligations to comply with the restrictive covenants set forth in the Indenture (see "Certain Covenants") with respect to the debt securities of that series, on the terms and subject to the conditions contained in the Indenture, by depositing in trust with the appropriate Trustee

cash or United States government obligations sufficient to pay the principal of, and premium, if any, and interest on the debt securities of the series to their maturity in accordance with the terms of the Indenture and the debt securities of the series. In that event, the appropriate Trustee will receive an opinion of counsel stating that the deposit and termination will not have any federal income tax consequences to the Holders.

The Trustees

The Indenture contains certain limitations on the right of a Trustee, should it become a creditor of TMCC, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. A Trustee is permitted to engage in other transactions with TMCC; provided, however, that if a Trustee acquires any conflicting interest it must eliminate that conflict or resign.

The Indenture provides that, in case an Event of Default has occurred and is continuing, a Trustee is required to use the degree of care and skill of a prudent person in the conduct of his or her own affairs in the exercise of its powers.

Governing Law

The Indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York.

Credit Support

TMCC is a wholly-owned subsidiary of Toyota Financial Services Americas Corporation, a holding company owned 100% by Toyota Financial Services Corporation. TFSC, in turn, is a wholly-owned subsidiary of Toyota Motor Corporation. TFSC was incorporated in July 2000 and its corporate headquarters is located in Nagoya, Japan. The purpose of TFSC is to control and manage Toyota's finance operations worldwide.

TMCC has entered into a Credit Support Agreement with TFSC, in which TFSC agreed to:


•	maintain 100% ownership of TMCC;


•	cause TMCC and its subsidiaries to have a net worth of at least U.S. $100,000; and

•

make sufficient funds available to TMCC so that TMCC will be able to service the obligations arising out of its own bonds, debentures, notes and other investment securities and commercial paper (collectively, "TMCC Securities"). The agreement is not a guarantee by TFSC of any TMCC Securities or other obligations of TMCC. The agreement is governed by, and construed in accordance with, the laws of Japan.

TFSC has entered into a Credit Support Agreement with TMC, in which TMC agreed to:


•	maintain 100% ownership of TFSC;


•	cause TFSC and its subsidiaries to have a net worth of at least Japanese Yen 10 million; and

•

make sufficient funds available to TFSC so that TFSC will be able to (i) service the obligations arising out of its own bonds, debentures, notes and other investment securities and commercial paper and (ii) honor its obligations incurred as a result of guarantees or credit support agreements that it has extended. The agreement is not a guarantee by TMC of any securities or obligations of TFSC. The agreement is governed by, and construed in accordance with, the laws of Japan.

Holders of TMCC Securities, including the debt securities offered under this prospectus, will have the right to claim directly against TFSC and TMC to perform their respective obligations under the credit support agreements by making a written claim together with a declaration to the effect that the holder will have recourse to the rights given under the credit support agreement. If TFSC and/or TMC receives such a claim from any holder of TMCC Securities, TFSC and/or TMC shall indemnify, without any further

action or formality, the holder against any loss or damage resulting from the failure of TFSC and/or TMC to perform any of their respective obligations under the credit support agreements. The holder of TMCC Securities who made the claim may then enforce the indemnity directly against TFSC and/or TMC.

TMC files periodic reports and other information with the SEC, which can be read and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may also be obtained by mail from the Public Reference Section of the SEC, at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 at prescribed rates.

PLAN OF DISTRIBUTION

TMCC may sell the debt securities:


•	through agents;


•	to or through dealers;


•	to or through underwriters; or


•	directly to purchasers.

A prospectus supplement for the specific debt securities will contain the names of any agents, underwriters or dealers, and any applicable commissions or discounts.

The debt securities may be sold to underwriters for their own account and may be resold to the public from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. A prospectus supplement will set forth any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

The debt securities may be sold directly by TMCC, or through agents designated by TMCC from time to time. A prospectus supplement will set forth any commission payable by TMCC to an agent. Unless otherwise indicated in the prospectus supplement, any agent will be acting on a reasonable efforts basis for the period of its appointment.

The net proceeds to TMCC from the sale of the debt securities will be the purchase price of the debt securities less any discounts or commissions and the other attributable expenses of issuance and distribution.

TMCC has agreed to indemnify underwriters and agents against certain civil liabilities, including liabilities under the Securities Act of 1933, or contribute to payments the underwriters or agents may be required to make.

LEGAL MATTERS

Geri Brewster, Esq., General Counsel of TMCC, will pass upon the validity of the debt securities offered by this prospectus. O'Melveny & Myers LLP will act as counsel for the underwriters, dealers or agents, if any.

EXPERTS

The consolidated financial statements incorporated in this prospectus by reference to the annual report on Form 10-K of TMCC for the fiscal year ended March 31, 2003, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

With respect to the unaudited financial information of TMCC for the three-month periods ended June 30, 2003 and 2002, the three- and six-month periods ended September 30, 2003 and 2002, and the three- and nine-month periods ended December 31, 2003 and 2002, incorporated by reference in this Prospectus, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports

dated August 14, 2003, November 14, 2003 and February 13, 2004 incorporated by reference herein state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited financial information because those reports are not "reports" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses of this offering are estimated as follows:


SEC Registration Fee	$	1,520,400
Printing and engraving expenses		30,000
Legal fees and expenses		150,000
Accounting fees and expenses		50,000
Trustees fees		35,000
Miscellaneous		15,000
Total	$	1,800,400

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an officer or director of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful.

TMCC's Bylaws authorize TMCC to indemnify its officers and directors to the maximum extent permitted by the California Corporations Code. TMCC has entered into indemnification agreements with its officers and directors to indemnify such officers and directors to the maximum extent permitted by the California Corporations Code.

II-1

ITEM 16. EXHIBITS.


Exhibit No.				Description
4.1(a)(1)				Indenture, dated as of August 1, 1991, between TMCC and The Chase Manhattan Bank, N.A.
4.1(b)(2)				First Supplemental Indenture, dated as of October 1, 1991, among TMCC, Bankers Trust Company and The Chase Manhattan Bank, N.A.
4.1(c)(4)				Second Supplemental Indenture, dated as of _____, 2004 among TMCC, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank, N.A.) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)
5.1(4)				Opinions of Geri Brewster, Esq., General Counsel of TMCC, and O'Melveny & Myers LLP.
12.1(3)				Calculation of ratio of earnings to fixed charges.
23.1				Consent of PricewaterhouseCoopers LLP.
23.2(4)				Consent of Geri Brewster, Esq., General Counsel of TMCC (included in Exhibit 5.1).
23.3(4)				Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
24.1				Power of Attorney (contained on page II - 4).
25.1				Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank.
25.2				Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Deutsche Bank Trust Company Americas.

(1)	Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-52359.

(2)	Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-42854.

(3)	Incorporated herein by reference to the same numbered exhibit filed with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the year ended March 31, 2003 and Quarterly Report on Form 10-Q, File No. 1-9961, for the quarter ended December 31, 2003.

(4)	To be filed by amendment.

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:


(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

II-2


	(i)	To include any prospectus required by Section 10(a) (3) of the Securities Act, unless the information required to be included in such post-effective amendment is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference;


	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;


	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.


(2)	That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on the 17^th day of March, 2004.


				TOYOTA MOTOR CREDIT CORPORATION
				By:
								/s/ George E. Borst George E. Borst President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George E. Borst, David Pelliccioni and Geri Brewster and each or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and his or her name, place and stead in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement or any registration statement relating to this Registration Statement under Rule 462 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to perform each and every act and thing requisite and necessary to be done in and about the premises, as in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 17^th day of March, 2004.


Signature				Title
/s/ George E. Borst George E. Borst				Director, President and Chief Executive Officer (principal executive officer)
/s/ Tadashi Nagashino Tadashi Nagashino				Director, Executive Vice President and Treasurer
/s/ David Pelliccioni David Pelliccioni				Director, Group Vice President and Secretary
/s/ John Stillo John Stillo				Vice President and Chief Financial Officer (principal financial officer)
/s/ Larry Spangler, Jr. Larry Spangler, Jr.				Controller (principal accounting officer)
/s/ Yukitoshi Funo Yukitoshi Funo				Director
/s/ James Press James Press				Director

II-4

EXHIBIT INDEX


Exhibit No.				Description
4.1(a)(1)				Indenture, dated as of August 1, 1991, between TMCC and The Chase Manhattan Bank, N.A.
4.1(b)(2)				First Supplemental Indenture, dated as of October 1, 1991, among TMCC, Bankers Trust Company and The Chase Manhattan Bank, N.A.
4.1(c)(4)				Second Supplemental Indenture, dated as of , 2004 among TMCC, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank, N.A.) and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)
5.1(4)				Opinions of Geri Brewster, Esq., General Counsel of TMCC, and O'Melveny & Myers LLP.
12.1(3)				Calculation of ratio of earnings to fixed charges.
23.1				Consent of PricewaterhouseCoopers LLP.
23.2(4)				Consent of Geri Brewster, Esq., General Counsel of TMCC (included in Exhibit 5.1).
23.3(4)				Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
24.1				Power of Attorney (contained on page II - 4).
25.1				Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of JPMorgan Chase Bank.
25.2				Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of Deutsche Bank Trust Company Americas.

(1)	Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-52359.

(2)	Incorporated by reference to the same numbered exhibit filed with TMCC's Registration Statement on Form S-3, File No. 33-42854.

(3)	Incorporated herein by reference to the same numbered exhibit filed with TMCC's Annual Report on Form 10-K, File No. 1-9961, for the year ended March 31, 2003 and Quarterly Report on Form 10-Q, File No. 1-9961, for the quarter ended December 31, 2003.

(4)	To be filed by amendment.

APPENDIX

DESCRIPTION OF TOYOTA MOTOR CREDIT CORPORATION LOGO

The words "Toyota Motor Credit Corporation" are set forth in red block capital letters and are surrounded by a red box. Next to the name of the corporation, inside the box, are the initials "TMCC" in red block capital letters surrounded by a red box.

II-5

GRAPHIC 3 ebox.gif GRAPHIC begin 644 ebox.gif M1TE&.#EA"@`*`(```````/___R'Y!```````+``````*``H```(1A(\0RVO= - -'G1J!CDQU+'FE!0`.S\_ ` end GRAPHIC 4 spacer.gif GRAPHIC begin 644 spacer.gif K1TE&.#EA`0`!`(```````````"'Y!`$`````+``````!``$```("1`$`.S\_ ` end GRAPHIC 5 xbox.gif GRAPHIC begin 644 xbox.gif M1TE&.#EA"@`*`(```````/___R'Y!```````+``````*``H```(6A(\0RVNA 2F'K0N0@QS3+Z6TE EX-23.1 6 file002.htm CONSENT OF INDEPENDENT ACCOUNTANTS

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated April 8 , 2003 relating to the consolidated financial statements of Toyota Motor Credit Corporation, which appear in Toyota Motor Credit Corporation's Annual Report on Form 10-K for the year ended March 31, 2003. We also consent to the references to us under the heading "Experts" in such Registration Statement.

PricewaterhouseCoopers LLP
Los Angeles, California
March 16, 2004

EX-25.1 7 file003.htm FORM T-1

-------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
----------------------------------------

JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)

WILLIAM H. MCDAVID
GENERAL COUNSEL
270 PARK AVENUE
NEW YORK, NEW YORK 10017
TEL: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------

TOYOTA MOTOR CREDIT CORPORATION
(exact name of obligor as specified in its charter)

CALIFORNIA 95-3375816
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

19001 SOUTH WESTERN AVENUE
TORRANCE, CA 90501
(Address of principal executive offices) (Zip Code)

--------------------------------------------

DEBT SECURITIES

(Title of the indenture securities)

--------------------------------------------

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington,
D.C., 20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor and Guarantors.

If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

None.

ITEMS 3-15 are not applicable because, to the best of the Trustee's knowledge,
the obligor is not in default under any Indenture for which the Trustee acts as
Trustee.

- 2 -

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001, in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which is
incorporated by reference.)

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty Trust
Company of New York, the surviving corporation was renamed JPMorgan Chase Bank.

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 15th day of March, 2004

JPMORGAN CHASE BANK

By /s/ James Nagy
---------------------------
James Nagy
Assistant Vice President

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

JPMorgan Chase Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business
December 31, 2003, in accordance with a
call made by the Federal Reserve Bank of
this District pursuant to the provisions
of the Federal Reserve Act.

DOLLAR AMOUNTS
ASSETS IN MILLIONS

Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ................................................ $ 19,429
Interest-bearing balances ........................................ 9,602
Securities:
Held to maturity securities............................................ 176
Available for sale securities.......................................... 53,625
Federal funds sold and securities purchased under
agreements to resell .............................................
Federal funds sold in domestic offices 26,067
Securities purchased under agreements to resell 80,099
Loans and lease financing receivables:
Loans and leases held for sale.................................... 20,359
Loans and leases, net of unearned income $163,864
Less: Allowance for loan and lease losses 3,151
Loans and leases, net of unearned income and
allowance ........................................................ 160,713
Trading Assets ........................................................ 197,197
Premises and fixed assets (including capitalized leases)............... 6,010
Other real estate owned ............................................... 128
Investments in unconsolidated subsidiaries and
associated companies.............................................. 828
Customers' liability to this bank on acceptances
outstanding ...................................................... 225
Intangible assets
Goodwill....................................................... 2,315
Other Intangible assets........................................ 4,997
Other assets .......................................................... 46,892
TOTAL ASSETS .......................................................... $ 628,662

==========

LIABILITIES

Deposits
In domestic offices .............................................. $ 190,249
Noninterest-bearing .............................................. $ 74,112
Interest-bearing ................................................. 116,137
In foreign offices, Edge and Agreement
subsidiaries and IBF's ........................................... 136,496
Noninterest-bearing............................................... $ 6,355
Interest-bearing ................................................. 130,141

Federal funds purchased and securities sold under agree- ments to repurchase:
Federal funds purchased in domestic offices 4,639
Securities sold under agreements to repurchase 71,995
Trading liabilities ................................................... 128,738
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases)......................... 23,496
Bank's liability on acceptances executed and outstanding............... 225
Subordinated notes and debentures ..................................... 8,028
Other liabilities ..................................................... 26,985
TOTAL LIABILITIES ..................................................... 590,851
Minority Interest in consolidated subsidiaries......................... 320

EQUITY CAPITAL

Perpetual preferred stock and related surplus.......................... 0
Common stock .......................................................... 1,785
Surplus (exclude all surplus related to preferred stock).............. 16,318
Retained earnings...................................................... 19,590
Accumulated other comprehensive income................................. (202)
Other equity capital components........................................ 0
TOTAL EQUITY CAPITAL .................................................. 37,491
--------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $628,662
=========

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the in- structions
issued by the appropriate Federal regulatory authority and is true and correct.

WILLIAM B. HARRISON JR. )
WILLIAM H. GRAY, III )DIRECTORS
HELENE L. KAPLAN )

EX-25.2 8 file004.htm FORM T-1



- -----------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

                         ------------------------------

                      DEUTSCHE BANK TRUST COMPANY AMERICAS
                        (FORMERLY BANKERS TRUST COMPANY)
               (Exact name of trustee as specified in its charter)

NEW YORK                                                   13-4941247
(Jurisdiction of Incorporation or                          (I.R.S. Employer
organization if not a U.S. national bank)                  Identification no.)

60 WALL STREET
NEW YORK, NEW YORK                                         10005
(Address of principal                                      (Zip Code)
executive offices)

                       DEUTSCHE BANK TRUST COMPANY AMERICAS
                       ATTENTION: WILL CHRISTOPH
                       LEGAL DEPARTMENT
                       60 WALL STREET, 36TH
                       NEW YORK, NEW YORK  10005
                       (212) 250-0378
                (Name, address and telephone number of agent for service)
             ------------------------------------------------------

                         TOYOTA MOTOR CREDIT CORPORATION
             (Exact name of Registrant as specified in its charter)

             CALIFORNIA                                    95-3775816
   (State or other jurisdiction               (IRS Employer Identification No.)
   of incorporation or organization)

                           19001 SOUTH WESTERN AVENUE
                           TORRANCE, CALIFORNIA 90509
                                  310-468-1310
                   (Address, including zip code and telephone
                         number, including area code, of
                        registrant's principal executive
                                    offices)

                                 DEBT SECURITIES
                       (TITLE OF THE INDENTURE SECURITIES)





ITEM   1.         GENERAL INFORMATION.

                  Furnish the following information as to the trustee.

                  (a)      Name and address of each examining or supervising
                           authority to which it is subject.



                  NAME                                                          ADDRESS
                  ----                                                          -------


                  Federal Reserve Bank (2nd District)                  New York, NY
                  Federal Deposit Insurance Corporation                Washington, D.C.
                  New York State Banking Department                    Albany, NY


                  (b)      Whether it is authorized to exercise corporate trust
                           powers.
                           Yes.

ITEM   2.         AFFILIATIONS WITH OBLIGOR.

                  If the obligor is an affiliate of the Trustee, describe each
                  such affiliation.

                  None.

ITEM 3. -15.      NOT APPLICABLE

ITEM  16.         LIST OF EXHIBITS.

                        EXHIBIT 1 - Restated Organization Certificate of
                                    Bankers Trust Company dated August 6, 1998,
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    September 25, 1998, Certificate of Amendment
                                    of the Organization Certificate of Bankers
                                    Trust Company dated December 16, 1998, and
                                    Certificate of Amendment of the Organization
                                    Certificate of Bankers Trust Company dated
                                    February 22, 2002, copies attached.

                        EXHIBIT 2 - Certificate of Authority to commence
                                    business - Incorporated herein by reference
                                    to Exhibit 2 filed with Form T-1 Statement,
                                    Registration No. 33-21047.


                        EXHIBIT 3 - Authorization of the Trustee to exercise
                                    corporate trust powers - Incorporated herein
                                    by reference to Exhibit 2 filed with Form
                                    T-1 Statement, Registration No. 33-21047.

                        EXHIBIT 4 - Existing By-Laws of Bankers Trust
                                    Company, as amended on April 15, 2002. Copy
                                    attached.


                                       -2-








                       EXHIBIT 5 - Not applicable.

                       EXHIBIT 6 - Consent of Bankers Trust Company
                                   required by Section 321(b) of the Act. -
                                   Incorporated herein by reference to Exhibit
                                   4 filed with Form T-1 Statement,
                                   Registration No. 22-18864.

                       EXHIBIT 7 - The latest report of condition of
                                   Deutsche Bank Trust Company Americas dated
                                   as of September 30, 2003. Copy attached.

                       EXHIBIT 8 - Not Applicable.

                       EXHIBIT 9 - Not Applicable.
























                                       -3-






                                    SIGNATURE


         Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Deutsche Bank Trust Company Americas, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State of New York,
on this 16th day of March, 2004.


                                     DEUTSCHE BANK TRUST COMPANY AMERICAS

                                                   /s/ Annie Jaghatspanyan
                                                   -----------------------
                                              By:      Annie Jaghatspanyan
                                                       Associate





















                                       -4-





                               State of New York,

                               BANKING DEPARTMENT


         I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New

York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF

AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION

8005 OF THE BANKING LAW," dated September 16, 1998, providing for an increase in

authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares

with a par value of $10 each designated as Common Stock and 1,000 shares with a

par value of $1,000,000 each designated as Series Preferred Stock to

$3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each

designated as Common Stock and 1,500 shares with a par value of $1,000,000 each

designated as Series Preferred Stock.


WITNESS, my hand and official seal of the Banking Department at the City of New
York,

               this __25TH__  day of ___SEPTEMBER___ in the Year of our Lord
               one thousand nine hundred and NINETY-EIGHT.

                                         Manuel Kursky
                                         Deputy Superintendent of Banks










                                    RESTATED
                                  ORGANIZATION
                                   CERTIFICATE
                                       OF
                              BANKERS TRUST COMPANY


                          ----------------------------

                               Under Section 8007
                               Of the Banking Law

                          ----------------------------















                              Bankers Trust Company
                           1301 6th Avenue, 8th Floor
                              New York, N.Y. 10019




  Counterpart Filed in the Office of the Superintendent of Banks, State of New
                             York, August 31, 1998













                        RESTATED ORGANIZATION CERTIFICATE
                                       OF
                                  BANKERS TRUST
                      Under Section 8007 of the Banking Law

                          -----------------------------


     We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary and a Vice President and an Assistant
Secretary of BANKERS TRUST COMPANY, do hereby certify:

     1. The name of the corporation is Bankers Trust Company.

     2. The organization certificate of the corporation was filed by the
Superintendent of Banks of the State of New York on March 5, 1903.

     3. The text of the organization certificate, as amended heretofore, is
hereby restated without further amendment or change to read as herein-set forth
in full, to wit:


                          "Certificate of Organization
                                       of
                              Bankers Trust Company

     Know All Men By These Presents That we, the undersigned, James A. Blair,
James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton
Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter,
John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young,
all being persons of full age and citizens of the United States, and a majority
of us being residents of the State of New York, desiring to form a corporation
to be known as a Trust Company, do hereby associate ourselves together for that
purpose under and pursuant to the laws of the State of New York, and for such
purpose we do hereby, under our respective hands and seals, execute and duly
acknowledge this Organization Certificate in duplicate, and hereby specifically
state as follows, to wit:

     I. The name by which the said corporation shall be known is Bankers Trust
Company.

     II. The place where its business is to be transacted is the City of New
York, in the State of New York.

     III. Capital Stock: The amount of capital stock which the corporation is
hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand,
Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million,
One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares
with a par value of $10 each designated as Common Stock and 1,000 shares with a
par value of One Million Dollars ($1,000,000) each designated as Series
Preferred Stock.

     (a) Common Stock

     1. Dividends: Subject to all of the rights of the Series Preferred Stock,
dividends may be declared and paid or set apart for payment upon the Common
Stock out of any assets or funds of the corporation legally available for the
payment of dividends.




     2. Voting Rights: Except as otherwise expressly provided with respect to
the Series Preferred Stock or with respect to any series of the Series Preferred
Stock, the Common Stock shall have the exclusive right to vote for the election
of directors and for all other purposes, each holder of the Common Stock being
entitled to one vote for each share thereof held.

     3. Liquidation: Upon any liquidation, dissolution or winding up of the
corporation, whether voluntary or involuntary, and after the holders of the
Series Preferred Stock of each series shall have been paid in full the amounts
to which they respectively shall be entitled, or a sum sufficient for the
payment in full set aside, the remaining net assets of the corporation shall be
distributed pro rata to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of the Series
Preferred Stock.

     4. Preemptive Rights: No holder of Common Stock of the corporation shall be
entitled, as such, as a matter of right, to subscribe for or purchase any part
of any new or additional issue of stock of any class or series whatsoever, any
rights or options to purchase stock of any class or series whatsoever, or any
securities convertible into, exchangeable for or carrying rights or options to
purchase stock of any class or series whatsoever, whether now or hereafter
authorized, and whether issued for cash or other consideration, or by way of
dividend or other distribution.

     (b) Series Preferred Stock

     1. Board Authority: The Series Preferred Stock may be issued from time to
time by the Board of Directors as herein provided in one or more series. The
designations, relative rights, preferences and limitations of the Series
Preferred Stock, and particularly of the shares of each series thereof, may, to
the extent permitted by law, be similar to or may differ from those of any other
series. The Board of Directors of the corporation is hereby expressly granted
authority, subject to the provisions of this Article III, to issue from time to
time Series Preferred Stock in one or more series and to fix from time to time
before issuance thereof, by filing a certificate pursuant to the Banking Law,
the number of shares in each such series of such class and all designations,
relative rights (including the right, to the extent permitted by law, to convert
into shares of any class or into shares of any series of any class), preferences
and limitations of the shares in each such series, including, buy without
limiting the generality of the foregoing, the following:

          (i) The number of shares to constitute such series (which number may
     at any time, or from time to time, be increased or decreased by the Board
     of Directors, notwithstanding that shares of the series may be outstanding
     at the time of such increase or decrease, unless the Board of Directors
     shall have otherwise provided in creating such series) and the distinctive
     designation thereof;

          (ii) The dividend rate on the shares of such series, whether or not
     dividends on the shares of such series shall be cumulative, and the date or
     dates, if any, from which dividends thereon shall be cumulative;

          (iii) Whether or not the share of such series shall be redeemable,
     and, if redeemable, the date or dates upon or after which they shall be
     redeemable, the amount or amounts per share (which shall be, in the case of
     each share, not less than its preference upon involuntary liquidation, plus
     an amount equal to all dividends thereon accrued and unpaid, whether or not
     earned or declared) payable thereon in the case of the redemption thereof,
     which amount may vary at different redemption dates or otherwise as
     permitted by law;

          (iv) The right, if any, of holders of shares of such series to convert
     the same into, or exchange the same for, Common Stock or other stock as
     permitted by law, and the terms and conditions of such conversion or
     exchange, as well as provisions for adjustment of the conversion rate in
     such events as the Board of Directors shall determine;



          (v) The amount per share payable on the shares of such series upon the
     voluntary and involuntary liquidation, dissolution or winding up of the
     corporation;

          (vi) Whether the holders of shares of such series shall have voting
     power, full or limited, in addition to the voting powers provided by law
     and, in case additional voting powers are accorded, to fix the extent
     thereof; and

          (vii) Generally to fix the other rights and privileges and any
     qualifications, limitations or restrictions of such rights and privileges
     of such series, provided, however, that no such rights, privileges,
     qualifications, limitations or restrictions shall be in conflict with the
     organization certificate of the corporation or with the resolution or
     resolutions adopted by the Board of Directors providing for the issue of
     any series of which there are shares outstanding.

     All shares of Series Preferred Stock of the same series shall be identical
in all respects, except that shares of any one series issued at different times
may differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Series Preferred Stock of all series shall be of equal rank and shall
be identical in all respects except that to the extent not otherwise limited in
this Article III any series may differ from any other series with respect to any
one or more of the designations, relative rights, preferences and limitations
described or referred to in subparagraphs (I) to (vii) inclusive above.

     2. Dividends: Dividends on the outstanding Series Preferred Stock of each
series shall be declared and paid or set apart for payment before any dividends
shall be declared and paid or set apart for payment on the Common Stock with
respect to the same quarterly dividend period. Dividends on any shares of Series
Preferred Stock shall be cumulative only if and to the extent set forth in a
certificate filed pursuant to law. After dividends on all shares of Series
Preferred Stock (including cumulative dividends if and to the extent any such
shares shall be entitled thereto) shall have been declared and paid or set apart
for payment with respect to any quarterly dividend period, then and not
otherwise so long as any shares of Series Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for payment with
respect to the same quarterly dividend period on the Common Stock out the assets
or funds of the corporation legally available therefor.

     All Shares of Series Preferred Stock of all series shall be of equal rank,
preference and priority as to dividends irrespective of whether or not the rates
of dividends to which the same shall be entitled shall be the same and when the
stated dividends are not paid in full, the shares of all series of the Series
Preferred Stock shall share ratably in the payment thereof in accordance with
the sums which would be payable on such shares if all dividends were paid in
full, provided, however, that any two or more series of the Series Preferred
Stock may differ from each other as to the existence and extent of the right to
cumulative dividends, as aforesaid.

     3. Voting Rights: Except as otherwise specifically provided in the
certificate filed pursuant to law with respect to any series of the Series
Preferred Stock, or as otherwise provided by law, the Series Preferred Stock
shall not have any right to vote for the election of directors or for any other
purpose and the Common Stock shall have the exclusive right to vote for the
election of directors and for all other purposes.

     4. Liquidation: In the event of any liquidation, dissolution or winding up
of the corporation, whether voluntary or involuntary, each series of Series
Preferred Stock shall have preference and priority over the Common Stock for
payment of the amount to which each outstanding series of Series Preferred Stock
shall be entitled in accordance with the provisions thereof and each holder of
Series Preferred Stock shall be entitled to be paid in full such amount, or have
a sum sufficient for the payment in full set aside, before any payments shall be
made to the holders of the Common Stock. If, upon liquidation, dissolution or
winding up of the corporation, the assets of the corporation or proceeds
thereof, distributable among the holders of the shares of all series of the
Series Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the respective amounts
which would be payable if all amounts payable thereon were paid in full. After
the payment to the holders of Series Preferred Stock of all such amounts to




which they are entitled, as above provided, the remaining assets and funds of
the corporation shall be divided and paid to the holders of the Common Stock.

5. Redemption: In the event that the Series Preferred Stock of any series shall
be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of
this Article III, the corporation, at the option of the Board of Directors, may
redeem at any time or times, and from time to time, all or any part of any one
or more series of Series Preferred Stock outstanding by paying for each share
the then applicable redemption price fixed by the Board of Directors as provided
herein, plus an amount equal to accrued and unpaid dividends to the date fixed
for redemption, upon such notice and terms as may be specifically provided in
the certificate filed pursuant to law with respect to the series.

     6. Preemptive Rights: No holder of Series Preferred Stock of the
corporation shall be entitled, as such, as a matter or right, to subscribe for
or purchase any part of any new or additional issue of stock of any class or
series whatsoever, any rights or options to purchase stock of any class or
series whatsoever, or any securities convertible into, exchangeable for or
carrying rights or options to purchase stock of any class or series whatsoever,
whether now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend.

     (c) Provisions relating to Floating Rate Non-Cumulative Preferred Stock,
Series A. (Liquidation value $1,000,000 per share.)

     1. Designation: The distinctive designation of the series established
hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A"
(hereinafter called "Series A Preferred Stock").

     2. Number: The number of shares of Series A Preferred Stock shall initially
be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or
otherwise acquired by the corporation shall be cancelled and shall revert to
authorized but unissued Series Preferred Stock undesignated as to series.

     3. Dividends:

     (a) Dividend Payments Dates. Holders of the Series A Preferred Stock shall
be entitled to receive non-cumulative cash dividends when, as and if declared by
the Board of Directors of the corporation, out of funds legally available
therefor, from the date of original issuance of such shares (the "Issue Date")
and such dividends will be payable on March 28, June 28, September 28 and
December 28 of each year ("Dividend Payment Date") commencing September 28,
1990, at a rate per annum as determined in paragraph 3(b) below. The period
beginning on the Issue Date and ending on the day preceding the first Dividend
Payment Date and each successive period beginning on a Dividend Payment Date and
ending on the date preceding the next succeeding Dividend Payment Date is herein
called a "Dividend Period". If any Dividend Payment Date shall be, in The City
of New York, a Sunday or a legal holiday or a day on which banking institutions
are authorized by law to close, then payment will be postponed to the next
succeeding business day with the same force and effect as if made on the
Dividend Payment Date, and no interest shall accrue for such Dividend Period
after such Dividend Payment Date.

     (b) Dividend Rate. The dividend rate from time to time payable in respect
of Series A Preferred Stock (the "Dividend Rate") shall be determined on the
basis of the following provisions:

     (i) On the Dividend Determination Date, LIBOR will be determined on the
basis of the offered rates for deposits in U.S. dollars having a maturity of
three months commencing on the second London Business Day immediately following
such Dividend Determination Date, as such rates appear on the Reuters Screen
LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If
at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in
respect of such Dividend Determination Dates will be the arithmetic mean
(rounded to the nearest one-hundredth of a percent, with five one-thousandths of
a percent rounded upwards) of such offered rates. If fewer than those offered
rates appear, LIBOR in respect of such Dividend Determination Date will be
determined as described in paragraph (ii) below.




(ii) On any Dividend Determination Date on which fewer than those offered rates
for the applicable maturity appear on the Reuters Screen LIBO Page as specified
in paragraph (I) above, LIBOR will be determined on the basis of the rates at
which deposits in U.S. dollars having a maturity of three months commencing on
the second London Business Day immediately following such Dividend Determination
Date and in a principal amount of not less than $1,000,000 that is
representative of a single transaction in such market at such time are offered
by three major banks in the London interbank market selected by the corporation
at approximately 11:00 A.M., London time, on such Dividend Determination Date to
prime banks in the London market. The corporation will request the principal
London office of each of such banks to provide a quotation of its rate. If at
least two such quotations are provided, LIBOR in respect of such Dividend
Determination Date will be the arithmetic mean (rounded to the nearest
one-hundredth of a percent, with five one-thousandths of a percent rounded
upwards) of such quotations. If fewer than two quotations are provided, LIBOR in
respect of such Dividend Determination Date will be the arithmetic mean (rounded
to the nearest one-hundredth of a percent, with five one-thousandths of a
percent rounded upwards) of the rates quoted by three major banks in New York
City selected by the corporation at approximately 11:00 A.M., New York City
time, on such Dividend Determination Date for loans in U.S. dollars to leading
European banks having a maturity of three months commencing on the second London
Business Day immediately following such Dividend Determination Date and in a
principal amount of not less than $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if the banks
selected as aforesaid by the corporation are not quoting as aforementioned in
this sentence, then, with respect to such Dividend Period, LIBOR for the
preceding Dividend Period will be continued as LIBOR for such Dividend Period.

     (ii) The Dividend Rate for any Dividend Period shall be equal to the lower
of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is
determined by sections (I) or (ii) above.

As used above, the term "Dividend Determination Date" shall mean, with respect
to any Dividend Period, the second London Business Day prior to the commencement
of such Dividend Period; and the term "London Business Day" shall mean any day
that is not a Saturday or Sunday and that, in New York City, is not a day on
which banking institutions generally are authorized or required by law or
executive order to close and that is a day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

     4. Voting Rights: The holders of the Series A Preferred Stock shall have
the voting power and rights set forth in this paragraph 4 and shall have no
other voting power or rights except as otherwise may from time to time be
required by law.

     So long as any shares of Series A Preferred Stock remain outstanding, the
corporation shall not, without the affirmative vote or consent of the holders of
at least a majority of the votes of the Series Preferred Stock entitled to vote
outstanding at the time, given in person or by proxy, either in writing or by
resolution adopted at a meeting at which the holders of Series A Preferred Stock
(alone or together with the holders of one or more other series of Series
Preferred Stock at the time outstanding and entitled to vote) vote separately as
a class, alter the provisions of the Series Preferred Stock so as to materially
adversely affect its rights; provided, however, that in the event any such
materially adverse alteration affects the rights of only the Series A Preferred
Stock, then the alteration may be effected with the vote or consent of at least
a majority of the votes of the Series A Preferred Stock; provided, further, that
an increase in the amount of the authorized Series Preferred Stock and/or the
creation and/or issuance of other series of Series Preferred Stock in accordance
with the organization certificate shall not be, nor be deemed to be, materially
adverse alterations. In connection with the exercise of the voting rights
contained in the preceding sentence, holders of all series of Series Preferred
Stock which are granted such voting rights (of which the Series A Preferred
Stock is the initial series) shall vote as a class (except as specifically
provided otherwise) and each holder of Series A Preferred Stock shall have one
vote for each share of stock held and each other series shall have such number
of votes, if any, for each share of stock held as may be granted to them.

     The foregoing voting provisions will not apply if, in connection with the
matters specified, provision is made for the redemption or retirement of all
outstanding Series A Preferred Stock.



     5. Liquidation: Subject to the provisions of section (b) of this Article
III, upon any liquidation, dissolution or winding up of the corporation, whether
voluntary or involuntary, the holders of the Series A Preferred Stock shall have
preference and priority over the Common Stock for payment out of the assets of
the corporation or proceeds thereof, whether from capital or surplus, of
$1,000,000 per share (the "liquidation value") together with the amount of all
dividends accrued and unpaid thereon, and after such payment the holders of
Series A Preferred Stock shall be entitled to no other payments.

     6. Redemption: Subject to the provisions of section (b) of this Article
III, Series A Preferred Stock may be redeemed, at the option of the corporation
in whole or part, at any time or from time to time at a redemption price of
$1,000,000 per share, in each case plus accrued and unpaid dividends to the date
of redemption.

     At the option of the corporation, shares of Series A Preferred Stock
redeemed or otherwise acquired may be restored to the status of authorized but
unissued shares of Series Preferred Stock.

     In the case of any redemption, the corporation shall give notice of such
redemption to the holders of the Series A Preferred Stock to be redeemed in the
following manner: a notice specifying the shares to be redeemed and the time and
place of redemption (and, if less than the total outstanding shares are to be
redeemed, specifying the certificate numbers and number of shares to be
redeemed) shall be mailed by first class mail, addressed to the holders of
record of the Series A Preferred Stock to be redeemed at their respective
addresses as the same shall appear upon the books of the corporation, not more
than sixty (60) days and not less than thirty (30) days previous to the date
fixed for redemption. In the event such notice is not given to any shareholder
such failure to give notice shall not affect the notice given to other
shareholders. If less than the whole amount of outstanding Series A Preferred
Stock is to be redeemed, the shares to be redeemed shall be selected by lot or
pro rata in any manner determined by resolution of the Board of Directors to be
fair and proper. From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place of redemption for the payment of the redemption price) all
dividends upon the Series A Preferred Stock so called for redemption shall cease
to accrue, and all rights of the holders of said Series A Preferred Stock as
stockholders in the corporation, except the right to receive the redemption
price (without interest) upon surrender of the certificate representing the
Series A Preferred Stock so called for redemption, duly endorsed for transfer,
if required, shall cease and terminate. The corporation's obligation to provide
moneys in accordance with the preceding sentence shall be deemed fulfilled if,
on or before the redemption date, the corporation shall deposit with a bank or
trust company (which may be an affiliate of the corporation) having an office in
the Borough of Manhattan, City of New York, having a capital and surplus of at
least $5,000,000 funds necessary for such redemption, in trust with irrevocable
instructions that such funds be applied to the redemption of the shares of
Series A Preferred Stock so called for redemption. Any interest accrued on such
funds shall be paid to the corporation from time to time. Any funds so deposited
and unclaimed at the end of two (2) years from such redemption date shall be
released or repaid to the corporation, after which the holders of such shares of
Series A Preferred Stock so called for redemption shall look only to the
corporation for payment of the redemption price.

     IV. The name, residence and post office address of each member of the
corporation are as follows:



                 Name                    RESIDENCE                              POST OFFICE ADDRESS
                 ----                    ---------                              -------------------

James A. Blair                           9 West 50th Street,                    33 Wall Street,
                                           Manhattan, New York City               Manhattan, New York City

James G. Cannon                          72 East 54th Street,                   14 Nassau Street,
                                           Manhattan New York City                Manhattan, New York City

E. C. Converse                           3 East 78th Street,                    139 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Henry P. Davison                         Englewood,                             2 Wall Street,




                                           New Jersey                             Manhattan, New York City

Granville W. Garth                       160 West 57th Street,                  33 Wall Street
                                           Manhattan, New York City               Manhattan, New York City

A. Barton Hepburn                        205 West 57th Street                   83 Cedar Street
                                           Manhattan, New York City               Manhattan, New York City

William Logan                            Montclair,                             13 Nassau Street
                                           New Jersey                             Manhattan, New York City

George W. Perkins                        Riverdale,                             23 Wall Street,
                                           New York                               Manhattan, New York City

William H. Porter                        56 East 67th Street                    270 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

John F. Thompson                         Newark,                                143 Liberty Street,
                                           New Jersey                             Manhattan, New York City

Albert H. Wiggin                         42 West 49th Street,                   214 Broadway,
                                           Manhattan, New York City               Manhattan, New York City

Samuel Woolverton                        Mount Vernon,                          34 Wall Street,
                                           New York                               Manhattan, New York City

Edward F.C. Young                        85 Glenwood Avenue,                    1 Exchange Place,
                                           Jersey City, New Jersey                Jersey City, New Jersey



     V. The existence of the corporation shall be perpetual.

     VI. The subscribers, the members of the said corporation, do, and each for
himself does, hereby declare that he will accept the responsibilities and
faithfully discharge the duties of a director therein, if elected to act as
such, when authorized accordance with the provisions of the Banking Law of the
State of New York.

     VII. The number of directors of the corporation shall not be less than 10
nor more than 25."

     4. The foregoing restatement of the organization certificate was authorized
by the Board of Directors of the corporation at a meeting held on July 21, 1998.

     IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th
day of August, 1998.

     IN WITNESS WHEREOF, we have made and subscribed this certificate this 6th
day of August, 1998.



                                                   James T. Byrne, Jr.
                                          ----------------------------
                                                   James T. Byrne, Jr.
                                          Managing Director and Secretary


                                                   Lea Lahtinen
                                          ----------------------------
                                                   Lea Lahtinen



                                          Vice President and Assistant Secretary


                                                   Lea Lahtinen
                                          ----------------------------
                                                   Lea Lahtinen














State of New York          )
                           )  ss:
County of New York         )





     Lea Lahtinen, being duly sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                                 Lea Lahtinen
                                          ----------------------------
                                                 Lea Lahtinen

Sworn to before me this 6th day of August, 1998.




         Sandra L. West
- -----------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 1998








                               State of New York,

                               BANKING DEPARTMENT



     I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New York,

DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION

CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION 8007 OF THE BANKING LAW,"

dated August 6, 1998, providing for the restatement of the Organization

Certificate and all amendments into a single certificate.




WITNESS, my hand and official seal of the Banking Department at the City of New
York,

                       this __31ST__ day of ___AUGUST___ in the Year of our Lord
                       one thousand nine hundred and NINETY-EIGHT.



                                                 Manuel Kursky
                                          --------------------------------
                                          DEPUTY Superintendent of Banks








                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

                          -----------------------------

     We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

     1. The name of the corporation is Bankers Trust Company.

     2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

     3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

     4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

     "III. The amount of capital stock which the corporation is hereafter to
     have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six
     Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million,
     One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667)
     shares with a par value of $10 each designated as Common Stock and 1000
     shares with a par value of One Million Dollars ($1,000,000) each designated
     as Series Preferred Stock."

is hereby amended to read as follows:

     "III. The amount of capital stock which the corporation is hereafter to
     have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
     Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two
     Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
     (200,166,667) shares with a par value of $10 each designated as Common
     Stock and 1500 shares with a par value of One Million Dollars ($1,000,000)
     each designated as Series Preferred Stock."






     5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

     IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th
day of September, 1998


                                               James T. Byrne, Jr.
                                      ----------------------------
                                               James T. Byrne, Jr.
                                      Managing Director and Secretary


                                               Lea Lahtinen
                                      ----------------------------
                                               Lea Lahtinen
                                      Vice President and Assistant Secretary

State of New York          )
                           )  ss:
County of New York         )

     Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                                      Lea Lahtinen
                                              ----------------------------
                                                      Lea Lahtinen

Sworn to before me this 25th day
of  September, 1998



         Sandra L. West
- --------------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000






                               State of New York,

                               BANKING DEPARTMENT


     I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New

York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF

AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION

8005 OF THE BANKING LAW," dated December 16, 1998, providing for an increase in

authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares

with a par value of $10 each designated as Common Stock and 1,500 shares with a

par value of $1,000,000 each designated as Series Preferred Stock to

$3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each

designated as Common Stock and 1,500 shares with a par value of $1,000,000 each

designated as Series Preferred Stock.




WITNESS, my hand and official seal of the Banking Department at the City of New
York,

                     this __18TH__ day of ___DECEMBER___ in the Year of our Lord
                     one thousand nine hundred and NINETY-EIGHT.

                                                    P. Vincent Conlon
                                               --------------------------------
                                               Deputy Superintendent of Banks





                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                OF BANKERS TRUST

                      Under Section 8005 of the Banking Law

                          -----------------------------

     We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and Secretary and a Vice President and an Assistant Secretary of
Bankers Trust Company, do hereby certify:

     1. The name of the corporation is Bankers Trust Company.

     2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.

     3. The organization certificate as heretofore amended is hereby amended to
increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

     4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

     "III. The amount of capital stock which the corporation is hereafter to
     have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six
     Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two
     Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
     (200,166,667) shares with a par value of $10 each designated as Common
     Stock and 1500 shares with a par value of One Million Dollars ($1,000,000)
     each designated as Series Preferred Stock."

is hereby amended to read as follows:

     "III. The amount of capital stock which the corporation is hereafter to
     have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred
     Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into
     Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred
     Sixty- Seven (212,730,867) shares with a par value of $10 each designated
     as Common Stock and 1500 shares with a par value of One Million Dollars
     ($1,000,000) each designated as Series Preferred Stock."






     5. The foregoing amendment of the organization certificate was authorized
by unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

     IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th
day of December, 1998


                                               James T. Byrne, Jr.
                                      ----------------------------
                                               James T. Byrne, Jr.
                                      Managing Director and Secretary


                                               Lea Lahtinen
                                      ----------------------------
                                               Lea Lahtinen
                                      Vice President and Assistant Secretary

State of New York          )
                           )  ss:
County of New York         )

     Lea Lahtinen, being fully sworn, deposes and says that she is a Vice
President and an Assistant Secretary of Bankers Trust Company, the corporation
described in the foregoing certificate; that she has read the foregoing
certificate and knows the contents thereof, and that the statements herein
contained are true.

                                                        Lea Lahtinen
                                                  ----------------------------
                                                        Lea Lahtinen

Sworn to before me this 16th day
of  December, 1998



         Sandra L. West
- -------------------------------
         Notary Public

            SANDRA L. WEST
   Notary Public State of New York
            No. 31-4942101
     Qualified in New York County
Commission Expires September 19, 2000







                              BANKERS TRUST COMPANY

                        ASSISTANT SECRETARY'S CERTIFICATE

I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust
Company, a corporation duly organized and existing under the laws of the State
of New York, the United States of America, do hereby certify that attached copy
of the Certificate of Amendment of the Organization Certificate of Bankers Trust
Company, dated February 27, 2002, providing for a change of name of Bankers
Trust Company to Deutsche Bank Trust Company Americas and approved by the New
York State Banking Department on March 14, 2002 to effective on April 15, 2002,
is a true and correct copy of the original Certificate of Amendment of the
Organization Certificate of Bankers Trust Company on file in the Banking
Department, State of New York.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers
Trust Company this 4th day of April, 2002.

[SEAL]

                        /s/ Lea Lahtinen
                      ----------------------------------------------------
                      Lea Lahtinen, Vice President and Assistant Secretary
                      Bankers Trust Company


State of New York          )
                           )   ss.:
County of New York         )

On the 4th day of April in the year 2002 before me, the undersigned, a Notary
Public in and for said state, personally appeared Lea Lahtinen, personally known
to me or proved to me on the basis of satisfactory evidence to be the individual
whose name is subscribed to the within instrument and acknowledged to me that
she executed the same in her capacity, and that by her signature on the
instrument, the individual, or the person on behalf of which the individual
acted, executed the instrument.



  /s/ Sonja K. Olsen
- ------------------------------
Notary Public

                                 SONJA K. OLSEN
                        Notary Public, State of New York
                                 No. 01OL4974457
                          Qualified in New York County
                      Commission Expires November 13, 2002






                               State of New York,

                               BANKING DEPARTMENT



I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,

DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF

THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the

Banking Law" dated February 27, 2002, providing for a change of name of BANKERS

TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.













Witness, my hand and official seal of the Banking Department at the City of New
York,

                             this 14th day of March two thousand and two.

                                              /s/ P. Vincent Conlon
                                             ---------------------------------
                                             Deputy Superintendent of Banks







                            CERTIFICATE OF AMENDMENT

                                     OF THE

                            ORGANIZATION CERTIFICATE

                                       OF

                              BANKERS TRUST COMPANY

                      Under Section 8005 of the Banking Law

                                -----------------

We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and
Vice President and an Assistant Secretary of Bankers Trust Company, do hereby
certify:

1. The name of corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th day of March, 1903.

3. Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is
a certificate issued by the State of New York, Banking Department listing all of
the amendments to the Organization Certificate of Bankers Trust Company since
its organization that have been filed in the Office of the Superintendent of
Banks.

4. The organization certificate as heretofore amended is hereby amended to
change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas
to be effective on April 15, 2002.

5. The first paragraph number 1 of the organization of Bankers Trust Company
with the reference to the name of the Bankers Trust Company, which reads as
follows:

               "1. The name of the corporation is Bankers Trust Company."

is hereby amended to read as follows effective on April 15, 2002:

               "1. The name of the corporation is Deutsche Bank Trust Company
               Americas."





                                      -2-

6. The foregoing amendment of the organization certificate was authorized by
unanimous written consent signed by the holder of all outstanding shares
entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day
of February, 2002.

                             /s/ James T. Byrne Jr.
                            ----------------------------------------------
                                   James T. Byrne Jr.
                                   Secretary



                             /s/ Lea Lahtinen
                            ----------------------------------------------
                                   Lea Lahtinen
                                   Vice President and Assistant Secretary



State of New York       )
                        )     ss.:
County of New York      )

Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President
and an Assistant Secretary of Bankers Trust Company, the corporation described
in the foregoing certificate; that she has read the foregoing certificate and
knows the contents thereof, and that the statements therein contained are true.

                                                     /s/ Lea Lahtinen
                                                     ---------------------------
                                                          Lea Lahtinen

Sworn to before me this 27th day
of February, 2002


  /s/ Sandra L. West
- ------------------------------------
Notary Public

                                 SANDRA L. WEST
                        Notary Public, State of New York
                                 No. 01WE4942401
                          Qualified in New York County
                      Commission Expires September 19, 2002


                                      -1-

                                                                       EXHIBIT A
                                                                       ---------

                                State of New York

                               Banking Department



I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York,
DO HEREBY CERTIFY:

THAT, the records in the Office of the Superintendent of Banks indicate that
BANKERS TRUST COMPANY is a corporation duly organized and existing under the
laws of the State of New York as a trust company, pursuant to Article III of the
Banking Law; and

THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the
Office of the Superintendent of Banks on March 5, 1903, and such corporation was
authorized to commence business on March 24, 1903; and

THAT, the following amendments to its Organization Certificate have been filed
in the Office of the Superintendent of Banks as of the dates specified:

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in number of directors - filed on January 14, 1905

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on August 4, 1909

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in number of directors - filed on February 1, 1911

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in number of directors - filed on June 17, 1911

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on August 8, 1911

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in number of directors - filed on August 8, 1911

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on March 21, 1912

     Certificate of Amendment of Certificate of Incorporation providing for a
     decrease in number of directors - filed on January 15, 1915



                                      -2-

     Certificate of Amendment of Certificate of Incorporation providing for a
     decrease in number of directors - filed on December 18, 1916

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on April 20, 1917

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in number of directors - filed on April 20, 1917

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on December 28, 1918

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on December 4, 1919

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in number of directors - filed on January 15, 1926

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on June 12, 1928

     Certificate of Amendment of Certificate of Incorporation providing for a
     change in shares - filed on April 4, 1929

     Certificate of Amendment of Certificate of Incorporation providing for a
     minimum and maximum number of directors - filed on January 11, 1934

     Certificate of Extension to perpetual - filed on January 13, 1941

     Certificate of Amendment of Certificate of Incorporation providing for a
     minimum and maximum number of directors - filed on January 13, 1941

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on December 11, 1944

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed January 30, 1953

     Restated Certificate of Incorporation - filed November 6, 1953

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on April 8, 1955



                                      -3-

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on February 1, 1960

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on July 14, 1960

     Certificate of Amendment of Certificate of Incorporation providing for a
     change in shares - filed on September 30, 1960

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on January 26, 1962

     Certificate of Amendment of Certificate of Incorporation providing for a
     change in shares - filed on September 9, 1963

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on February 7, 1964

     Certificate of Amendment of Certificate of Incorporation providing for an
     increase in capital stock - filed on February 24, 1965

     Certificate of Amendment of the Organization Certificate providing for a
     decrease in capital stock - filed January 24, 1967

     Restated Organization Certificate - filed June 1, 1971

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed October 29, 1976

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed December 22, 1977

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed August 5, 1980

     Restated Organization Certificate - filed July 1, 1982

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed December 27, 1984

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed September 18, 1986



                                      -4-


     Certificate of Amendment of the Organization Certificate providing for a
     minimum and maximum number of directors - filed January 22, 1990

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed June 28, 1990

     Restated Organization Certificate - filed August 20, 1990

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed June 26, 1992

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed March 28, 1994

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed June 23, 1995

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed December 27, 1995

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed March 21, 1996

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed December 27, 1996

     Certificate of Amendment to the Organization Certificate providing for an
     increase in capital stock - filed June 27, 1997

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed September 26, 1997

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed December 29, 1997

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed March 26, 1998

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed June 23, 1998



                                      -5-


     Restated Organization Certificate - filed August 31, 1998

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed September 25, 1998

     Certificate of Amendment of the Organization Certificate providing for an
     increase in capital stock - filed December 18, 1998; and

     Certificate of Amendment of the Organization Certificate providing for a
     change in the number of directors - filed September 3, 1999; and


THAT, no amendments to its Restated Organization Certificate have been filed in
the Office of the Superintendent of Banks except those set forth above; and
attached hereto; and

I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a
banking organization with its principal office and place of business located at
130 Liberty Street, New York, New York.

WITNESS, my hand and official seal of the Banking Department at the City of New
York this 16th day of October in the Year Two Thousand and One.




                                             /s/ P. Vincent Conlon
                                           -------------------------------------
                                           Deputy Superintendent of Banks







                                      -6-




                      DEUTSCHE BANK TRUST COMPANY AMERICAS



                                     BY-LAWS



                                 APRIL 15, 2002


                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    NEW YORK






                                      -7-



                                     BY-LAWS
                                       OF

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS


SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, in
January of each year, for the election of directors and such other business as
may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer, the
President or any Co-President to call such meetings whenever requested in
writing to do so by stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or any Co-President or, in their
absence, the senior officer present, shall preside at meetings of the
stockholders and shall direct the proceedings and the order of business. The
Secretary shall act as secretary of such meetings and record the proceedings.

                                   ARTICLE II

                                    DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than seven nor more than fifteen, as may from time to time be fixed by
resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone, video
conference or similar communications equipment which allows all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.


                                      -8-


No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.

SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence the
President or any Co-President or, in their absence such other director as the
Board of Directors from time to time may designate shall preside at such
meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time provided, however, that the Board of Directors shall hold a regular meeting
not less than six times a year, provided that during any three consecutive
calendar months the Board of Directors shall meet at least once, and its
Executive Committee shall not be required to meet at least once in each thirty
day period during which the Board of Directors does not meet. Special meetings
of the Board of Directors may be called upon at least two day's notice whenever
it may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, the President or any Co-President or, in their absence, by such
other director as the Board of Directors may have designated pursuant to Section
3 of this Article, and shall be called upon like notice whenever any three of
the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.


                                   ARTICLE III

                                   COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, the
President or any Co-President or, in their absence, such other member of the
Committee as the Committee from time to time may designate shall preside at such
meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time


                                      -9-


shall be and be deemed to be, and may be certified as being, the act and under
the authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of who must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.

In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.



SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.



                                      -10-


                                   ARTICLE IV

                                    OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President, or
two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Managing Directors, one or more
Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one
or more General Managers, a Secretary, a Controller, a Treasurer, a General
Counsel, a General Auditor, a General Credit Auditor, who need not be directors.
The officers of the corporation may also include such other officers or
assistant officers as shall from time to time be elected or appointed by the
Board. The Chairman of the Board or the Chief Executive Officer or, in their
absence, the President or any Co-President, or any Vice Chairman, may from time
to time appoint assistant officers. All officers elected or appointed by the
Board of Directors shall hold their respective offices during the pleasure of
the Board of Directors, and all assistant officers shall hold office at the
pleasure of the Board or the Chairman of the Board or the Chief Executive
Officer or, in their absence, the President, or any Co-President or any Vice
Chairman. The Board of Directors may require any and all officers and employees
to give security for the faithful performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board, or
President, or any Co-President, and such person shall have, subject to the
supervision and direction of the Board of Directors or the Executive Committee,
all of the powers vested in such Chief Executive Officer by law or by these
By-Laws, or which usually attach or pertain to such office. The other officers
shall have, subject to the supervision and direction of the Board of Directors
or the Executive Committee or the Chairman of the Board or, the Chief Executive
Officer, the powers vested by law or by these By-Laws in them as holders of
their respective offices and, in addition, shall perform such other duties as
shall be assigned to them by the Board of Directors or the Executive Committee
or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee. The General Auditor shall have unrestricted access to all records and
premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company which he deems advisable or which the Audit Committee
may request. Additionally, the General Auditor shall have the duty of reporting
independently of all officers of the Company to the Audit Committee at least
quarterly on any matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company that should be brought to the
attention of the directors except those matters responsibility for which has
been vested in the General Credit Auditor. Should the General Auditor deem any
matter to be of special immediate importance, he shall


                                      -11-


report thereon forthwith to the Audit Committee. The General Auditor shall
report to the Chief Financial Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.


                                    ARTICLE V

                INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.



                                      -12-


SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer, the President or any Co-President, and (ii) only if and to the extent
that, after making such efforts as the Chairman of the Board, the Chief
Executive Officer, the President or any Co-President shall deem adequate in the
circumstances, such person shall be unable to obtain indemnification from such
other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its


                                      -13-


stockholders) to have made a determination prior to the commencement of such
action that indemnification of or reimbursement or advancement of expenses to
the claimant is proper in the circumstance, nor an actual determination by the
Company (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant is not entitled to indemnification or to the
reimbursement or advancement of expenses, shall be a defense to the action or
create a presumption that the claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.


                                   ARTICLE VI

                                      SEAL


SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.


                                   ARTICLE VII

                                  CAPITAL STOCK


SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.


                                  ARTICLE VIII

                                  CONSTRUCTION


SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.




                                      -14-


                                   ARTICLE IX

                                   AMENDMENTS


SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.


















I, Annie Jaghatspanyan, an Associate of Deutsche Bank Trust Company Americas,
New York, New York, hereby certify that the foregoing is a complete, true and
correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that
the same are in full force and effect at this date.




                                   -------------------------------------
                                                   Associate



DATED AS OF: March 16, 2004



                                      -15-



DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- ------------------------------------                                        RC-1
Legal Title of Bank                                                           11
NEW YORK
- -------------------------------------
City
NY                         10005-2858
- -------------------------------------
State                       Zip Code

FDIC Certificate Number  -  00623

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2003

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET






                                                              Dollar Amounts in Thousands        |  RCFD                    |
- -----------------------------------------------------------------------------------------------------------------------------

ASSETS                                                                                           |  / / / / / / / / / /      |
  1.    Cash and balances due from depository institutions (from Schedule RC-A):                 |  / / / / / / / / / /      |
         a.   Noninterest-bearing balances and currency and coin (1) ...................         |   0081         2,807,000  |1.a.
         b.   Interest-bearing balances (2) ............................................         |   0071           113,000  |1.b.
  2.    Securities:                                                                              |  / / / / / / / / / /      |
         a.   Held-to-maturity securities (from Schedule RC-B, column A) ...............         |   1754                 0  |2.a.
         b.   Available-for-sale securities (from Schedule RC-B, column D)..............         |   1773            58,000  |2.b.
  3.   Federal funds sold and securities purchased under agreements to resell...........         |   RCON                    |3.
        a.   Federal funds sold in domestic offices...............................               |    B987         1,958,000 | 3.a
                                                                                                 |   RCFD                    |
        b.   Securities purchased under agreements to resell (3)...........................      |    B989       5,503,0000  | 3.b
  4.   Loans and lease financing receivables (from Schedule RC-C):                               |   / / / / / / / / / /      |
        a.   Loans and leases held for sale                                                      |   5369                 0  |4.a.
        b.   Loans and leases, net unearned income.........................B528      10,097,000  |   / / / / / / / / / /     |4.b.
        c.   LESS:   Allowance for loan and lease losses ..................3123         406,000  |   / / / / / / / / / /     |4.c.
        d.   Loans and leases, net of unearned income and                                        |   / / / / / / / / / /     |
             allowance (item 4.b minus 4.c) ............................................         |   B529         7,149,000  |4.d.
  5.   Trading Assets (from schedule RC-D)  ............................................         |   3545        12,644,000  |5.
  6.   Premises and fixed assets (including capitalized leases) ........................         |   2145           278,000  |6.
  7.   Other real estate owned (from Schedule RC-M) ....................................         |   2150            60,000  |7.
  8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)  |   2130         3,046,000  |8.
  9.   Customers' liability to this bank on acceptances outstanding ....................         |   2155                 0  |9.
10.   Intangible assets ................................................................         |   / / / / / / / / /       |
        a.   Goodwill..................    .............................................         |  3163                  0  |10.a
        b.   Other intangible assets (from Schedule RC-M)                                        |  0426             29,000  | 10.b
11.   Other assets (from Schedule RC-F) ................................................         |  2160          2,193,000  |11.
12.   Total assets (sum of items 1 through 11) .........................................         |  2170         35,838,000  |12.
                                                                                                 ----------------------------




- --------------------------

(1)  Includes cash items in process of collection and unposted debits.

(2)  Includes time certificates of deposit not held for trading.

(3)  Includes all securities resale agreements in domestic and foreign offices,
     regardless of maturity.















DEUTSCHE BANK TRUST COMPANY AMERICAS                                   FFIEC 031
- --------------------------------------------


                                      -16-


Legal Title of Bank                                                         RC-2

FDIC Certificate Number  -  00623                                             12

SCHEDULE RC--CONTINUED


                                                              DOLLAR AMOUNTS IN THOUSANDS
- ------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES
13.    Deposits:                                                                                 |  / / / / /  / / / / /   |
         a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)  | RCON 2200    8,679,000  |13.a.
         (1)   Noninterest-bearing(1) ...........................      RCON 6631      3,050,000  | / / / / / / / / / / /   |13.a.(1)
         (2)  Interest-bearing ...............................         RCON 6636      6,784,000  |  / / / / / / / / / /    |13.a.(2)
         b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E  |  / / / / / / / / / /    |
         part II)                                                                                | RCFN 2200    8,941,000  |13.b.
         (1)   Noninterest-bearing ..........................          RCFN 6631      1,814,000  |/ / / / / / / / / / /    |13.b.(1)
           (2)   Interest-bearing ...........................          RCFN 6636      7,609,000  |/ / / / / / / / / / /    |13.b.(2)
14.    Federal funds purchased and securities sold under agreements to repurchase:               | RCON                    |
        a.   Federal Funds purchased in domestic offices (2)................................     | B993        7,341,000   | 14.a
                                                                                                 | RCFD                    |
        b.   Securities sold under agreements to repurchase (3).............................     | 8995                0   | 14.b
15.    Trading liabilities (from Schedule RC-D)............................                      | RCFD 3548   1,331,000   |15.
16.    Other borrowed money (includes mortgage indebtedness and obligations under capitalized    |                         |
        leases):                                                                                 | / / / / / / / / / / /   |
       (from Schedule RC-M):                                                                     | RCFD 3190     103,000   |16.
17.    Not Applicable.                                                                           | / / / / / / / / / / /   |17.
18.    Bank's liability on acceptances executed and outstanding .........                        | RCFD 2920           0   |18.
19.    Subordinated notes and debentures (2)....................................                 | RCFD 3200       9,000   |19.
20.    Other liabilities (from Schedule RC-G) ...............................                    | RCFD 2930   1,711,000   |20.
21.    Total liabilities (sum of items 13 through 20) .......................                    | RCFD 2948  28,115,000   |21.
22.    Minority interest in consolidated subsidiaries                                            | RCFD 3000     624,000   |22.
                                                                                                 | / / / / / / / / / / /   |
EQUITY CAPITAL                                                                                   | / / / / / / / / / / /   |
23.    Perpetual preferred stock and related surplus ........................                    | RCFD 3838   1,500,000   |23.
24.    Common stock .........................................................                    | RCFD 3230   2,127,000   |24.
25.    Surplus (exclude all surplus related to preferred stock) ..............                   | RCFD 3839     584,000   |25.
26.    a.   Retained earnings .........................................                          | RCFD 3632   2,879,000   |26.a.
       b.   Accumulated other comprehensive Income (3) ...................                       | RCFD B530       9,000   |26.b.
27.    Other equity capital components (4) ............................                          | RCFD A130           0   |27.
28.    Total equity capital (sum of items 23 through 27) ....................                    | RCFD 3210   7,099,000   |28.
29.    Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)..  | RCFD 3300  35,838,000   |29.
                                                                                                 |______________|

Memorandum
To be reported only with the March Report of Condition.
   1.    Indicate in the box at the right the number of the statement below that best describes the                Number
         most comprehensive level of auditing work performed for the bank by independent external ----------------------------
         auditors as of any date during 2001   ...................................................| RCFD 6724       N/A      |  M.1
                                                                                                  ----------------------------

1   =   Independent audit of the bank conducted in accordance      5   = Directors' examination of the bank performed by other
        with generally accepted auditing standards by a certified        external auditors (may be required by state chartering
        public accounting firm which submits a report on the bank        authority)
2   =   Independent audit of the bank's parent holding company  6 =  Review of the bank's financial statements by external
        conducted in accordance with generally accepted auditing     auditors
        standards by a certified public accounting firm which      7   =  Compilation of the bank's financial statements by external
        submits a report on the consolidated holding company              auditors
        (but not on the bank separately)                           8   =  Other audit procedures (excluding tax preparation work)
3   =   Attestation on bank management's assertion on the          9   =  No external audit work
        effectiveness of the bank's internal control over financial
        reporting by a certified public accounting firm
4   =   Directors' examination of the bank conducted in
        accordance with generally accepted auditing standards
        by a certified public accounting firm (may be required by
        state chartering authority)


- ----------------------

(1)  Includes total demand deposits and noninterest-bearing time and savings
     deposits.

(2)  Report overnight Federal Home Loan Bank advances in Schedule RC, Item 16,
     "other borrowed money."

(3)  Includes all securities repurchase agreements in domestic and foreign
     offices, regardless of maturity.

(4)  Includes limited-life preferred stock and related surplus.

(5)  Includes net unrealized holding gains (losses) on available-for-sale
     securities, accumulated net gains (losses) on cash flow hedges, cumulative
     foreign currency translation adjustments, and minimum pension liability
     adjustments.

(6)  Includes treasury stock and unearned Employee Stock Plan shares.

-----END PRIVACY-ENHANCED MESSAGE-----

CALIFORNIA

(State of incorporation)

(I.R.S. Employer
Identification Number)