PACCAR FINANCIAL CORP. Medium-Term Notes, Series R DISTRIBUTION AGREEMENTDistribution Agreement • November 7th, 2024 • Paccar Financial Corp • Short-term business credit institutions • New York
PACCAR Financial Corp., a Washington corporation (the “Company”), proposes to issue from time to time its Medium-Term Notes, Series R (the “Securities”) to be issued pursuant to the indenture, dated as of November 20, 2009 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). This Distribution Agreement (the “Agreement”) provides both for the sale of Securities by the Company directly to purchasers through the Agents, in which case the Agents will act as agents of the Company in soliciting Security purchasers, and (as may from time to time be agreed to by the Company and the Agents) to the Agents as principals for resale to purchasers. Additional terms of any sale of Securities to the Agents as principals will be set out in a Terms Agreement (as hereinafter defined) relating to such sale, all as more fully provided herein.
ContractGlobal Security Note • November 7th, 2024 • Paccar Financial Corp • Short-term business credit institutions
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (“THE DEPOSITARY”) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY P
ContractAgreement of Resignation, Appointment and Acceptance • November 7th, 2024 • Paccar Financial Corp • Short-term business credit institutions
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”), dated as of October 28, 2024 (the “Effective Date”), by and among PACCAR FINANCIAL CORP., a Washington corporation (the “Company”), in its capacity as issuer under the Indenture (as hereinafter defined), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as the Trustee under the Indenture (the “Resigning Trustee”), THE BANK OF NEW YORK MELLON, a New York banking corporation (“Bank of New York”), in its capacity as Authenticating Agent (the “Resigning Authenticating Agent”), Paying Agent and Security Registrar under the Indenture (the “Resigning Paying Agent and Security Registrar”), and Calculation Agent under the Existing Paying Agency Agreements (as defined below) (the “Resigning Calculation Agent,” and collectively with the Resigning Authenticating Agent and the Resigning Paying Agent and Security Registrar, the “Resigning Agents”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national bank
