exv4w6



 




Exhibit 4.6




XTRA FINANCE CORPORATION




OFFER TO EXCHANGE




$400,000,000 principal amount of its 5.150% Senior Notes
Due 2017




unconditionally guaranteed by Berkshire Hathaway Inc., which
have been registered




under the Securities Act of 1933, for any and all
5.150% Senior Notes Due 2017,




unconditionally guaranteed by Berkshire Hathaway Inc.




          ,
2007




To Our Clients:



     
Enclosed for your consideration are the Prospectus,
dated           ,
2007 (as the same may be amended and supplemented from time to
time, the “Prospectus”), and the related Letter of
Transmittal (which together with the Prospectus constitutes the
“Exchange Offer”), in connection with the offer by
XTRA Finance Corporation, a Delaware corporation (the
“Company”), to exchange the Company’s new
5.150% Senior Notes Due 2017 (the “Exchange
Notes”) which have been registered under the Securities Act
of 1933, as amended (the “Securities Act”), for any
and all of the Company’s outstanding 5.150% Senior
Notes Due 2017 (the “Outstanding Notes”), upon the
terms and subject to the conditions set forth in the Exchange
Offer. The Exchange Offer will expire at 5:00 p.m. New York
City time,
on           ,
2007, unless extended (the “Expiration Date”).



     
We are holding Outstanding Notes for your account. An exchange
of the Outstanding Notes can be made only by us and pursuant to
your instructions. The Letter of Transmittal is furnished to you
for your information only and cannot be used by you to exchange
the Outstanding Notes held by us for your account. The Exchange
Offer provides a procedure for holders to tender by means of
guaranteed delivery.



     
We request information as to whether you wish us to exchange any
or all of the Outstanding Notes held by us for your account upon
the terms and subject to the conditions of the Exchange Offer.



     
Your attention is directed to the following;






			
	


	 	1. 	
    The forms and terms of the Exchange Notes are the same in all
    material respects as the forms and terms of the Outstanding
    Notes (which they replace), except that the Exchange Notes have
    been registered under the Securities Act. The Exchange Notes
    will bear interest from the most recent interest payment date to
    which interest has been paid on the Outstanding Notes or, if no
    interest has been paid, from March 20, 2007.
	


	 
	 	2. 	
    Based on an interpretation by the staff of the Division of
    Corporation Finance of the Securities and Exchange Commission
    (the “SEC”), as set forth in certain interpretive
    letters addressed to third parties in other transactions,
    Exchange Notes issued pursuant to the Exchange Offer in exchange
    for Outstanding Notes may be offered for resale, resold and
    otherwise transferred by a holder thereof (other than a holder
    which is an “affiliate” of the Company within the
    meaning of Rule 405 under the Securities Act or a
    “broker” or “dealer” registered under the
    Securities Exchange Act of 1934, as amended (the “Exchange
    Act”)) without compliance with the registration and
    prospectus delivery provisions of the Securities Act, provided
    that such Exchange Notes are acquired in the ordinary course of
    such holder’s business and such holder is not engaging,
    does not intend to engage, and has no arrangement or
    understanding with any person to participate, in the
    distribution of such Exchange Notes. See
    “Shearman & Sterling,” SEC No-Action Letter
    (available July 2, 1993), “Morgan Stanley & Co.,
    Inc.,” SEC No-Action Letter (available June 5, 1991)
    and “Exxon Capital Holdings Corporation,” SEC
    No-Action Letter (available May 13, 1988). Accordingly,
    each broker-dealer that receives Exchange Notes for its own
    account pursuant to the Exchange Offer must acknowledge that it
    will deliver a Prospectus in connection with any resale of those
    Exchange Notes.
	 
	 	3. 	
    The Exchange Offer is not conditioned on any minimum aggregate
    principal amount of Outstanding Notes being tendered.
    Outstanding Notes may be tendered by each holder in a minimum
    aggregate principal amount of $1,000 and integral multiples of
    $1,000 in excess thereof.











 






			
	 	4. 	
    Notwithstanding any other provisions of the Exchange Offer, or
    any extension of the Exchange Offer, the Company will not be
    required to accept for exchange, or to exchange any Exchange
    Notes for, any Outstanding Notes and may terminate the Exchange
    Offer (whether or not any Outstanding Notes have been accepted
    for exchange) or may waive any conditions to or amend the
    Exchange Offer, if any of the conditions described in the
    Prospectus under “The Exchange Offer — Conditions
    to the Exchange Offer” have occurred or exist or have not
    been satisfied.
	 
	 	5. 	
    Tendered Outstanding Notes may be withdrawn at any time prior to
    5:00 p.m., New York City time, on the Expiration Date, if
    such Outstanding Notes have not previously been accepted for
    exchange pursuant to the Exchange Offer.
	 
	 	6. 	
    Any transfer taxes applicable to the exchange of Outstanding
    Notes pursuant to the Exchange Offer will be paid by the
    Company, except as otherwise provided in the Letter of
    Transmittal.



     
If you wish to have us tender any or all of your Outstanding
Notes, please so instruct us by completing and returning to us
the instruction form attached hereto. If you authorize a tender
of your Outstanding Notes, the entire principal amount of
Outstanding Notes held for your account will be tendered unless
otherwise specified on the instruction form. Your instructions
should be forwarded to us in ample time to permit us to submit a
tender on your behalf by the Expiration Date.



     
The Exchange Offer is not being made to, nor will tenders be
accepted from or on behalf of, holders of the Outstanding Notes
in any jurisdiction in which the making of the Exchange Offer or
acceptance thereof would not he in compliance with the laws of
such jurisdiction or would otherwise not be in compliance with
any provision of any applicable securities law.



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