Attached files

file filename
EX-4.1 - AMENDED AND RESTATED TRUST AGREEMENT - Toyota Auto Receivables 2011-A Owner Trustamended.htm
EX-4.2 - INDENTURE - Toyota Auto Receivables 2011-A Owner Trustindenture.htm
EX-4.4 - RECEIVABLES PURCHASE AGREEMENT - Toyota Auto Receivables 2011-A Owner Trustreceivables.htm
EX-4.5 - ADMINISTRATION AGREEMENT - Toyota Auto Receivables 2011-A Owner Trustadministration.htm
EX-4.3 - SALE AND SERVICING AGREEMENT - Toyota Auto Receivables 2011-A Owner Trustsaleandservicing.htm
EX-4.6 - SECURITIES ACCOUNT CONTROL AGREEMENT - Toyota Auto Receivables 2011-A Owner Trustsecuritiesaccountcontrol.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of report (Date of earliest event reported):  February 3, 2011
 
 
 
TOYOTA AUTO RECEIVABLES 2011-A OWNER TRUST
(Exact Name of Issuing Entity as specified in Charter)
 
 
 
TOYOTA AUTO FINANCE RECEIVABLES LLC
(Exact Name of Depositor and Registrant as specified in Charter)
 
 
 
TOYOTA MOTOR CREDIT CORPORATION
(Exact Name of Sponsor as specified in Charter)
 
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
 
 
333-168098-03
333-168098
 
 
27-7029924
95-4836519
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
19851 S. Western Avenue EF 12, Torrance, California
 
 
90501
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (310) 468-7333
 
 
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 

 

Item 1.01                      Entry into a Material Definitive Agreement.
 
On February 3, 2011, Toyota Auto Finance Receivables LLC transferred certain motor vehicle retail installment sales contracts (the “Receivables”) to Toyota Auto Receivables 2011-A Owner Trust (the “Trust”).  The Trust granted a security interest in the Receivables to Deutsche Bank Trust Company Americas, as indenture trustee, and issued: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $356,800,000; (ii) Class A-2 Asset-Backed Notes in the aggregate original principal amount of $273,000,000; (iii) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $263,900,000;  (iv) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $72,922,000; and (v) Class B Asset-Backed Notes in the aggregate original principal amount of $34,022,000 (collectively, the “Notes”).  This Current Report on Form 8-K is being filed to file a copy of the Underwriting Agreement, Amended and Restated Trust Agreement, Indenture, Sale and Servicing Agreement, Receivables Purchase Agreement, Administration Agreement and Securities Account Control Agreement (as listed below) executed in connection with the issuance of the Notes.
 
Item 9.01.                      Financial Statements and Exhibits
 
 
(a)
Not applicable.

 
(b)
Not applicable.

 
(c)
Not applicable.

(d)           Exhibits:

 
1.1*
Underwriting Agreement dated January 27, 2011 among Toyota Auto Finance Receivables LLC (“TAFR LLC”), Toyota Motor Credit Corporation (“TMCC”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, HSBC Securities (USA) Inc. and RBS Securities Inc. acting on behalf of themselves and as representatives of the several underwriters named in the agreement
 
 
 
4.1
Amended and Restated Trust Agreement, dated as of February 3, 2011, between TAFR LLC, Union Bank, N.A., as owner trustee, and U.S. Bank Trust National Association, as Delaware trustee.

 
4.2
Indenture, dated as of February 3, 2011, between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”) and securities intermediary.
 
 
 
4.3
Sale and Servicing Agreement, dated as of February 3, 2011, among TAFR LLC, as seller, TMCC, as servicer and sponsor, and the Trust, as issuer.

 
4.4
Receivables Purchase Agreement, dated as of February 3, 2011, between TAFR LLC, as purchaser, and TMCC, as seller.
 
 
 
4.5
Administration Agreement, dated as of February 3, 2011, among TMCC, as administrator, the Trust, as issuer and the Indenture Trustee.

 
4.6
Securities Account Control Agreement, dated as of February 3, 2011, among TAFR LLC, as pledgor, and the Indenture Trustee, as secured party.
_______________
*  Previously filed on Form 8-K on February 2, 2011
 

 
 

 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

 
TOYOTA AUTO FINANCE RECEIVABLES LLC


 
By:
/s/ Chris Ballinger
 
 
Name:
Chris Ballinger
 
Title:
President


 
Date: February 3, 2011