Exhibit 4.3


The Depository Trust Company

A
subsidiary of The Depository Trust & Clearing Corporation


Book-Entry-Only Medium-Term Notes
(MTNs)/Medium-Term Bank Notes/ 

and Deposit Notes (Master Note and/or Global Certificates) Program


Letter of Representations

[To
be Completed by Issuer, Issuing Agent, and Paying Agent]


	
  

  	
  PACCAR, Financial
  Corp.

  
	
  [Name of Issuer]

  
	
   

  
	
   

  	
  Citibank, N.A.
  #2790

  
	
  [Name and DTC
  Participant Number of Issuing Agent and Paying Agent]

  
	
   

  
	
   

  
	
   

  	
  November 6, 2006

  
	
   

  	
  [Date]

  
				



 


Attention: Underwriting
Department

The Depository Trust Company

55 Water Street, 25th Floor

New York, NY 10041-0099


	
  Re:

  	
  PACCAR Financial Corp.

  	
   

  
	
   

  	
  Medium Term Notes

  	
   

  
	
   

  	
  Series L

  	
   

  
	
   

  	
  [Description of Note Program, including, as applicable,
  (a) series designator, (b) rank of indebtedness: and (c) reference to
  the provision of the Securities Act of 1933, as amended, pursuant to which Note Program is exempt from registration.]

  



 


Ladies and Gentlemen:


This
letter sets forth our understanding with respect to certain matters relating to
the issuance by Issuer from time to time of notes under its note program
described above (the “Securities”). Issuing Agent shall act as issuing agent
with respect to the Securities. Paying Agent shall act as paying agent or other
such agent of Issuer with respect to the Securities. Issuance of the Securities
has been authorized pursuant to a prospectus supplement, private placement
memorandum, or other such document authorizing the issuance of the Securities, dated
as of November 6, 2006.


Paying Agent has entered into a Money Market Instrument Master Note
and/or Global Certificates Certificate Agreement, or a Medium-Term Note
Certificate Agreement, with The Depository Trust Company (“DTC”) dated as of
October 31, 1988, pursuant to which


DTCC.


The Depository Trust &

Clearing Corporation











Paying
Agent shall act as custodian of a Master Note Certificate and/or Global
Certificates evidencing the Securities, when issued. Paying Agent shall amend
Exhibit A to such Certificate Agreement to include the note program described
above, prior to issuance of the Securities.


To induce DTC to accept the Securities as eligible for deposit at DTC
and to act in accordance with its Rules with respect to the Securities, Issuer,
Issuing Agent, and Paying Agent make the following representations to DTC:


1.             All
or certain issues of the Securities shall be evidenced by one Master
NoteCertificate, or by one or more Global Certificates for each issue, in
registered form registered in the name of DTC’s nominee, Cede & Co., and
such Certificate or Certificates shall represent 100% of the principal amount
of the Securities issued through DTC. The Master Note Certificate, if any, shall
include the substance of all material provisions set forth in the appropriate
DTC model Master Note for the note program described above, a copy of which
previously has been furnished to Issuing Agent and Paying Agent, and may
include additional provisions as long as they do not conflict with the material
provisions set forth in the DTC model. If the principal amount of an issue of
the Securities to be evidenced by one or more Global Certificates, if any,
exceeds $500 million, one Global Certificate shall be issued with respect to
each $500 million of principal amount and an additional Global Certificate
shall be issued with respect to any remaining principal amount. Paying Agent
shall cause each Global Certificate to be stamped with the following legend:


Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.


2.            Issuer: (a) understands that DTC has no
obligation to, and will not, communicate to its participants (“Participants”)
or to any person having an interest in the Securities any information contained
in the Master Note Certificate, if any, or the Global Certificates, if any; and
(b) acknowledges that neither DTC’s Participants nor any person having an
interest in the Securities shall be deemed to have notice of the provisions of
such Certificate or Certificates by virtue of submission of such Certificate or
Certificates to DTC.


3.                   Issuer or Issuing Agent has obtained from the
CUSIP Service Bureau a written list of approximately 50 or fewer nine-character
numbers (the basic first six characters of which are the same and uniquely
identify Issuer and the Securities to be issued under its note program
described above). The CUSIP numbers on such list have been reserved for future
assignment to issues of the Securities. At any time when fewer than 25 of the
CUSIP numbers on such list remain unassigned, Issuer or Issuing Agent shall
promptly obtain from the CUSIP Service Bureau an additional written list of
approximately 50 or fewer such numbers.



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4.            When Securities are to be issued through DTC,
Issuing Agent shall notify Paying Agent and shall give issuance instructions to
DTC in accordance with DTC’s Procedures, including DTC’s Final Plan for DTC
Money Market Programs, and DTC’s Issuing/Paying Agent General Operating
Procedures and Participant Terminal System Procedures for Medium-Term Notes
(MTNs) Including Deposit Notes and Medium-Term Bank Notes (the “MMI Procedures”),
a copy of which previously has been furnished to Issuing Agent and Paying
Agent. The giving of such issuance instructions, which include delivery
instructions, to DTC shall constitute: (a) a representation that the Securities
are issued in accordance with applicable law; and (b) a confirmation that a
Master Note Certificate, or a Global Certificate (or Certificates), evidencing
such Securities, in the form described in paragraph 1, has been issued and
authenticated.


5.                   All notices and payment advises sent to DTC
shall contain the CUSIP number of the Securities.


6.            Issuer recognizes that DTC does not in any
way undertake to, and shall not have any responsibility to, monitor or
ascertain the compliance of any transactions in the Securities with the
following, as amended from time to time: (a) any exemptions from registration
under the Securities Act of 1933; (b) the Investment Company Act of 1940; (c)
the Employee Retirement Income Security Act of 1974; (d) the Internal Revenue
Code of 1986; (e) any rules of any self-regulatory organizations (as defined
under the Securities Exchange Act of 1934); or (f) any other local, state, federal,
or foreign laws or regulations thereunder.


7.            If issuance of Securities through DTC is
scheduled to take place one or more days after Issuing Agent has given issuance
instructions to DTC, Issuing Agent may cancel such issuance by giving a
cancellation instruction to DTC in accordance with the MMI Procedures.


8.                   At any time that Paying Agent has Securities
in its DTC accounts, it may request withdrawal of such Securities from DTC by
giving a withdrawal instruction to DTC in accordance with the MMI Procedures.
Upon DTC’s acceptance of such withdrawal instruction, Paying Agent shall reduce
the principal amount of the Securities evidenced, as the case may be, by the
Master Note Certificate, or by one or more Global Certificates, accordingly.


9.                   In the event of any solicitation of consents
from or voting by holders of the Securities, Issuer, Issuing Agent, or Paying
Agent shall establish a record date for such purposes (with no provision for
revocation of consents or votes by subsequent holders) and shall send notice of
such record date to DTC’s Reorganization Department, Proxy Unit no fewer than
15 calendar days in advance of such record date. If sent by telecopy, such
notice shall be directed to (212) 855-5181 or (212) 855-5182. If the party
sending the notice does not receive a telecopy receipt from DTC such party
shall confirm DTC’s receipt of such telecopy by telephoning (212) 855-5187. For
information regarding such notices, telephone The Depository Trust and Clearing
Corporation’s Proxy hotline at (212) 855-5191.


10.                 Notices of reorganization events (corporate
actions) with respect to the Securities, including full or partial redemptions
(calls), repayments (puts), extensions of maturities, resets of interest rates
or spreads, mandatory tenders, and consolidations of individual issues, shall
be given to DTC by Paying Agent in accordance with the MMI Procedures.



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11.                 Paying Agent may override DTC’s determination
of interest and principal payment dates, in accordance with the MMI Procedures.


12.                 Notice regarding the amount of variable
interest and principal payments on the Securities shall be given to DTC by
Paying Agent in accordance with the MMI Procedures.


13.                 All notices sent to DTC shall contain the
CUSIP number of the Securities.


14.                 Paying Agent shall confirm with DTC daily, by
CUSIP number, the face value of the Securities outstanding, and Paying Agent’s
corresponding interest and principal payment obligation, in accordance with the
MMI Procedures.


15.                 DTC may direct Issuer, Issuing Agent, or
Paying Agent to use any other telephone number or address as the number or
address to which notices or payments may be sent.


16.                 Payments on the Securities, including
payments in currencies other than the U.S. Dollar, shall be made by Paying
Agent in accordance with the MMI Procedures.


17.                 In the event that
Issuer determines that beneficial owners of Securities shall be able to obtain certificated Securities, Issuer,
Issuing Agent, or Paying Agent shall notify DTC of the availability of
certificates. In such event, Issuer, Issuing Agent, or Paying Agent shall
issue, transfer, and exchange certificates in appropriate amounts, as required
by DTC and others.


18.                 DTC may discontinue providing its services as
depository with respect to the Securities at any time by giving reasonable
notice to Issuer, Issuing Agent, or Paying Agent (at which time DTC will
confirm with Issuer, Issuing Agent, or Paying Agent the aggregate amount of
Securities outstanding by CUSIP number). Under such circumstances, at DTC’s
request, Issuer, Issuing Agent, and Paying Agent shall cooperate fully with DTC
by taking appropriate action to make available one or more separate
certificates evidencing Securities to any Participant having Securities
credited to its DTC accounts.


19.                 Issuer authorizes DTC to provide to Issuing
Agent and/or Paying Agent listings of DTC Participants’ holdings, known as
Security Position Reports (“SPRs”) with respect to the Assets from time to time at the request of Issuing Agent
or Paying Agent. DTC charges a fee for such SPRs. This authorization,
unless revoked by Issuer, shall continue with respect to the Assets while any
Assets are on deposit at DTC, until and unless Issuing Agent and/or Paying
Agent shall no longer be acting as Issuing and/or Paying Agent for Issuer. In
such event, Issuer shall provide DTC with similar evidence, satisfactory to
DTC, of the authorization of any successor thereto so to act. Proxy Web
Services are available at www.dtc.org. To register for or inquire about Proxy
Web Services, telephone The Depository Trust and Clearing Corporation’s Proxy
Hotline at (212) 855-5191.


20.          Nothing
herein shall be deemed to require Issuing Agent or Paying Agent to advance
funds on behalf of Issuer.


21.          This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.



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22.           This Letter of Representations shall
be governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to principals of conflicts of law.


23.          The sender of each notice delivered to DTC pursuant to this Letter of
Representations is responsible for confirming that such notice was properly
received by DTC.


24.          Issuer represents that the Securities are not securities of an issuer
that is listed on the Office of Foreign Asset Control (“OFAC”) issuer list
distributed by the U.S. Department of the Treasury, or of an issuer that is
incorporated in a country that is on the OFAC list of “pariah” countries.


25.          Issuer,
Issuing Agent and Paying Agent shall comply with the applicable requirements
stated in DTC’s MMI Procedures, as they may be amended from time to time.


26.          The following riders, attached hereto, are hereby incorporated into
this Letter of Representations:


Sample Offering
Document Language


Describing Book-Entry Only Issuance


[The remainder of this page was intentionally left blank]



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Note:


Schedule A contains statements
that DTC believes accurately describe DTC, the method

of effecting book-entry transfer of securities distributed through DTC, and
certain

related matters.


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PACCAR Financial Corp.

  
	
   

  	
  [Issuer]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  (Authorized
  Officer’s Signature]

  
	
   

  	
   

  
	
   

  	
  Citibank, N.A.

  
	
   

  	
  [Issuing Agent]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  [Authorized
  Officer’s Signature]

  
	
   

  	
   

  
	
   

  	
  Citibank, N.A.

  
	
   

  	
  [Paying Agent]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  [Authorized
  Officer’s Signature]

  
	
   

  	
   

  
	
  Received and Accepted:

  	
   

  
	
  THE DEPOSITORY TRUST COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc:

  	
  Underwriter

  	
   

  
	
   

  	
  Underwriter’s Counsel

  	
   

  



 



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SCHEDULE A


SAMPLE OFFERING DOCUMENT LANGUAGE 

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE


(Prepared by DTC—bracketed
material may be applicable only to certain issues)


1.              The Depository Trust Company (“DTC”), New
York, NY, will act as securities depository for the securities (the “Securities”).
The Securities will be issued as fully-registered securities registered in the
name of Cede & Co. (DTC’s partnership nominee) or such other name as may be
requested by an authorized representative of DTC. One fully-registered Security
certificate will be issued for [each issue of] the Securities, [each] in the
aggregate principal amount of such issue, and will be deposited with DTC. [If,
however, the aggregate principal amount of [any] issue exceeds $500 million,
one certificate will be issued with respect to each $500 million of principal
amount, and an additional certificate will be issued with respect to any
remaining principal amount of such issue.]


2.        DTC, the world’s largest securities
depository, is a limited-purpose trust company organized under the New
York Banking Law, a “banking organization” within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a “clearing corporation”
within the meaning of the New York Uniform Commercial Code, and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds and provides asset servicing for over 2.2
million issues of U.S. and non-U.S. equity issues, corporate and municipal debt
issues, and money market instruments (from over 100 countries) that DTC’s
participants (“Direct Participants”) deposit with DTC. DTC also facilitates the
post-trade settlement among Direct Participants of sales and other securities
transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Direct Participants’ accounts. This
eliminates the need for physical movement of securities certificates. Direct
Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations.
DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing
Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing
Corporation (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by
the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through
or maintain a custodial relationship with a Direct Participant, either directly
or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest
rating: AAA. The DTC Rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com
and www.dtc.org.


3.        Purchases of Securities under the DTC system
must be made by or through Direct Participants, which will receive a credit for
the Securities on DTC’s records. The ownership interest of each actual
purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on
the Direct and Indirect Participants’ records. Beneficial Owners will not
receive written confirmation from DTC of their purchase. Beneficial Owners are,
however, expected to receive written confirmations providing details of the
transaction, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which the Beneficial Owner entered into the



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transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made on
the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their
ownership interests in Securities, except in the event that use of the
book-entry system for the Securities is discontinued.


4.         To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC’s partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their
registration in the name of Cede & Co. or such other DTC nominee do not
effect any change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Securities; DTC’s records reflect only the identity of
the Direct Participants to whose accounts such Securities are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.


5.              Conveyance of notices and other
communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
[Beneficial Owners of Securities may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the
Securities, such as redemptions, tenders, defaults, and proposed amendments to
the Security documents. For example, Beneficial Owners of Securities may wish
to ascertain that the nominee holding the Securities for their benefit has
agreed to obtain and transmit notices to Beneficial Owners. In the alternative,
Beneficial Owners may wish to provide their names and addresses to the
registrar and request that copies of notices be provided directly to them.]


[6.       Redemption notices shall be sent to DTC. If
less than all of the Securities within an issue are being redeemed, DTC’s
practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.]


7.        Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent
or vote with respect to Securities unless authorized by a Direct Participant in
accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.’s consenting or voting rights to those Direct
Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).


8.             Redemption proceeds, distributions, and
dividend payments on the Securities will be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC’s
practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds
and corresponding detail information from Issuer or Agent, on payable date in
accordance with their respective holdings shown on DTC’s records. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, Agent, or Issuer, subject to
any statutory or regulatory requirements as may be in effect from time to time.
Payment of redemption proceeds, distributions, and dividend payments to Cede
& Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of Issuer or Agent, disbursement
of such payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.



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[9.       A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant’s interest in the Securities, on DTC’s records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC’s records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent’s DTC account.]


10.           DTC may discontinue providing its services as depository with respect
to the Securities at any time by giving reasonable notice to Issuer or Agent.
Under such circumstances, in the event that a successor depository is not
obtained, Security certificates are required to be printed and delivered.


11.           Issuer may decide to discontinue use of the
system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security
certificates will be printed and delivered to DTC.


12.           The information in this section concerning DTC and DTC’s book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.



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