Exhibit 4.3


 


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]

  
	
   

  
	
  Citibank, N.A. 2790

  
	
  [Name and DTC Participant Number of Paying Agent]

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Date]

  



 


Attention: Underwriting Department


The Depository Trust Company


55 Water Street 19th Floor


New York, NY 10041-0099


 


	
   

  	
  Re:

  	
  PACCAR Financial Corp. Medium Term Notes

  
	
   

  	
   

  	
  $3 Billion Series K

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [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. The Securities have been issued pursuant to a prospectus
supplement, private placement memorandum, or other such document authorizing
the issuance of the Securities, dated as of                                                                 .


 

















 


                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 ________________________, pursuant to which 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 Note Certificate, 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 $400 million, one Global
Certificate shall be issued with respect to each $400 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.


 


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                3.             Issuer or Issuing Agent has
obtained from the CUSIP Service Bureau a written list of approximately 900
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 100
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 900 such numbers.


 


                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
“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.             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, or
federal laws or regulations thereunder.


 


                6.             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 Procedures.


 


                7.             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
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.


 


                8.             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.
The party sending such notice shall confirm DTC’s receipt of such telecopy by
telephoning (212) 855-5187. Notices to DTC pursuant to this Paragraph, by mail
or by any other means, such notice shall be sent to:


 


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  Supervisor, Proxy Unit

  Reorganization Department

  The Depository Trust Company

  55 Water Street 50th Floor

  New York, NY 10041-0099

  	
   

  
	
   

  	
   

  	
   

  



                9.             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 Procedures.


 


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


 


                11.           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 Procedures.


 


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


 


                13.           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 Procedures.


 


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


 


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


 


                16.           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.


 


                17.           DTC may discontinue providing its
services as securities 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.


 


                18.           Issuer authorizes DTC to provide to
Issuing Agent or Paying Agent listings of Participants’ holdings, known as
Security Position Listings (“SPLs”) with respect to the Securities from time to
time at the request of Issuing Agent or Paying Agent. Issuer authorizes Issuing
Agent and Paying Agent to provide DTC with such signatures, exemplars of
signatures, and authorizations to act as may be deemed necessary by DTC to
permit DTC to discharge its obligations to DTC Participants and appropriate
regulatory authorities. DTC charges a fee for such SPLs. This.


 


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authorization, unless revoked by Issuer, shall continue with respect to
the Securities while any Securities are on deposit at DTC, until and unless
Issuing Agent and/or Paying Agent shall no longer be acting. In such event,
Issuer shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
directed to the Proxy Unit of DTC’s Reorganization Department at (212) 855-5181
or (212) 855-5182. Receipt of such requests shall be confirmed by telephoning
(212) 855-5202. Such SPL request, by mail or by any other means, shall be
directed to the address indicated in Paragraph 8.


 


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


 


                20.           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.


 


                21.           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.


 


                22.           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.


 


                23.           Issuer and Agents shall comply with
the applicable requirements stated in DTC’s Operational Arrangements, as they
may be amended from time to time. DTC’s Operational Arrangements are posted on
DTC’s website at “www.DTC.org.”


 


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


 


	
   

  
	
   

  
	
   

  



 


 


 


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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 $400 million, one certificate will be issued with respect
to each $400 million of principal amount and an additional certificate will be
issued with respect to any remaining principal amount of such issue.]


 


                2.             DTC 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
securities that its participants (“Direct Participants”) deposit with DTC. DTC
also facilitates the settlement among Direct Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Direct Participants’ accounts,
thereby eliminating the need for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is owned
by a number of its Direct Participants and 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 securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly (“Indirect Participants”). The Rules applicable to DTC
and its Direct and Indirect Participants are on file with the Securities and
Exchange Commission.


 


                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, but Beneficial Owners
are 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
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.


 


 


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                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
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
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. 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, or in the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and
request that copies of the 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
such other DTC nominee) will consent or vote with respect to the Securities.
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 the
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 dividends
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 shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall 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 securities 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 securities 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 transfers through DTC (or a successor securities
depository). In that event, Security certificates will be printed and
delivered.


 


                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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