Common use of Failure to Settle Clause in Contracts

Failure to Settle. If the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt of funds from the purchaser, and if the purchaser shall fail to make payment for the Certificated Note on the settlement date therefor, the Presenting Agent will promptly notify the Indenture Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly provide the Indenture Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Indenture Trustee and the Presenting Agent will promptly return the Certificated Note to the Indenture Trustee. Upon (i) confirmation from the Indenture Trustee in writing (which may be given by facsimile transmission) that the Indenture Trustee has received the Certificated Note and upon (ii) confirmation from the Presenting Agent in writing (which may be given by facsimile transmission) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in immediately available funds equal to the amount previously paid by the Presenting Agent in respect of such Note. Assuming receipt of the Certificated Note by the Indenture Trustee and of the Confirmations by the Company, such payment will be made on the settlement date, if reasonably practical, and in any event not later than the Business Day following the date of receipt of the Certificated Note and Confirmations. If a purchaser shall fail to make payment for the Certificated Note for any reason other than the failure of the Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Distribution Agreement, and if the Presenting Agent shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, the Company will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Indenture Trustee will void such Note, make appropriate entries in its records and send such cancelled Note to the Company; and upon such action, the Certificated Note will be deemed not to have been issued, authenticated and delivered. PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH BOOK-ENTRY NOTES AND CERTIFICATED NOTES

Failure to Settle. If the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt of funds from the purchaser, and if the purchaser shall fail to make payment for the Certificated Note on the settlement date Closing Date therefor, the Presenting Agent will promptly notify the Indenture Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly provide the Indenture Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Indenture Trustee and the Presenting Agent will promptly return the Certificated such Note to the Indenture Trustee. Upon (i) confirmation from the Indenture Trustee in writing (which may be given by facsimile transmissiontelex or telecopy) that the Indenture Trustee has received the Certificated such Note and upon (ii) confirmation from the Presenting Agent in writing (which may be given by facsimile transmissiontelex or telecopy) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in immediately available funds equal to the amount previously paid by the Presenting Agent in respect of such Certificated Note. Assuming receipt of the Certificated Note by the Indenture Trustee and of the Confirmations by the Company, such payment will be made on the settlement dateClosing Date, if reasonably practical, and in any event not later than the Business Day following the date of receipt of the Certificated Note and Confirmations. If a purchaser shall fail to make payment for the Certificated Note for any reason other than the failure of the Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Distribution Agency Agreement, and if the Presenting Agent shall have otherwise complied with its obligations hereunder and in the Distribution Agency Agreement, the Company will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Indenture Trustee will void such Certificated Note, make appropriate entries in its records and send such cancelled Note to destroy the CompanyCertificated Note; and upon such action, the Certificated Note will be deemed not to have been issued, authenticated and delivered. PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH BOOK-ENTRY NOTES AND CERTIFICATED NOTES.

Failure to Settle. If In the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt event that a purchaser of funds a Note from the purchaser, and if the purchaser Company shall either fail to accept delivery of or make payment for the Certificated a Note on the settlement date thereforfixed for settlement, the Presenting such Agent will promptly forthwith notify the Indenture Trustee and the Company by telephone, promptly confirmed in writing (but no later than writing, and return the next Business Day). In such event, the Company shall promptly provide the Indenture Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Indenture Trustee and the Presenting Agent will promptly return the Certificated Note to the Indenture Trustee. Upon (i) confirmation The Trustee, upon receipt of the Note from such Agent, will immediately advise the Indenture Trustee in writing (which may be given by facsimile transmission) that the Indenture Trustee has received the Certificated Note Company and upon (ii) confirmation from the Presenting Agent in writing (which may be given by facsimile transmission) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay prompty arrange to credit the Presenting account of such Agent in an amount in of immediately available funds equal to the amount previously paid by the Presenting such Agent in respect of such settlement for the Note. Assuming receipt of the Certificated Note by the Indenture Trustee and of the Confirmations by the Company, such payment Such credits will be made on the settlement date, date if reasonably practicalpossible, and in any event not later than the Business Day following the date of receipt of settlement date; provided that the Certificated Note and ConfirmationsCompany has received notice on the same day. If a purchaser such failure shall fail to make payment for the Certificated Note have occurred for any reason other than the failure of the Presenting by such Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Distribution Agreement, and if the Presenting Agent shall have otherwise complied with perform its obligations hereunder and in or under the Distribution Agreement, the Company will reimburse the Presenting such Agent on an equitable basis for its loss of the use of funds during the period when they the funds were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Indenture Trustee will void such cancel the Note, make appropriate entries in its records to reflect the fact that the Note was never issued, and send such cancelled Note accordingly notify in writing the Company. 61 EXHIBIT B UNITED CITIES GAS COMPANY ("COMPANY") MEDIUM-TERM NOTES, SERIES A TERMS AGREEMENT __________________, 19__ To: The Agent(s) identified herein Dear Sirs/Madams: The undersigned agrees to sell to the Agent(s) named below for its account, on and subject to the terms and conditions of the Distribution Agreement, dated November 22, 1995, between the Company; , Smitx Xxxxxx Xxx., PaineWebber Incorporated and upon such actionA.G. Xxxxxxx & Xons, Inc. ("Distribution Agreement"), the Certificated Note will be deemed not following notes ("Offered Notes"), which are a tranche of the Company's Medium-Term Notes, Series A, on the following terms: ADDITIONAL DESIGNATION: _________________. PRINCIPAL AMOUNT: $___________. INTEREST: __________% per annum, from _______________, 19__, payable semiannually on ___________ and ______________, commencing ________________, 19__, to have been issuedholders of record on the preceding Regular Record Date. MATURITY: ______________, authenticated and delivered. PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH BOOK-ENTRY NOTES AND CERTIFICATED NOTES____.

Failure to Settle. If In the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt event that a purchaser of funds a Note from the purchaser, and if the purchaser Company shall either fail to accept delivery of or make payment for the a Certificated Note on the settlement date thereforfixed for settlement, the Presenting Agent will promptly forthwith notify the Indenture Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such eventwriting, the Company shall promptly provide the Indenture Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Indenture Trustee and the Presenting Agent will promptly return the Certificated Note to the Indenture Trustee. Upon (i) confirmation from the Indenture Trustee in writing (which may be given by facsimile transmission) that the Indenture Trustee has received The Trustee, upon receipt of the Certificated Note from the Presenting Agent, will immediately advise the Company and upon (ii) confirmation from the Company will promptly arrange to credit the account of the Presenting Agent in writing (which may be given by facsimile transmission) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in of immediately available funds equal to the amount previously paid by the such Presenting Agent in respect of such settlement for the Certificated Note. Assuming receipt of the Certificated Note by the Indenture Trustee and of the Confirmations by the Company, such payment Such credits will be made on the settlement date, Settlement Date if reasonably practicalpossible, and in any event not later than the Business Day following the date of receipt of Settlement Date; Provided that the Certificated Note and ConfirmationsCompany has received notice on the same day. If a purchaser such failure shall fail to make payment for the Certificated Note have occurred for any reason other than the failure of the by such Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Distribution Agreement, and if the Presenting Agent shall have otherwise complied with perform its obligations hereunder and in or under the Distribution Agreement, the Company will reimburse the such Presenting Agent on an equitable basis for its loss of the use of funds during the period when they the funds were credited to the account of the Company. Immediately upon Upon receipt of the Certificated Note in respect of which the failure occurred, the Indenture Trustee will void such Note, xxxx the note “canceled,” make appropriate entries in its records to reflect the fact that the Note was never issued, and send such cancelled Note accordingly notify the Company in writing. Exhibit A Pricing Supplement Dated ____________ Rule 424(b)(3) (To Prospectus dated December 23, 2003 and File No. Prospectus Supplement dated December 23, 2003) PACCAR FINANCIAL CORP. Medium-Term Notes - Fixed Rate We are hereby offering to sell Notes having the terms specified below to you with the assistance of: o Citigroup Global Markets Inc. o Barclays Capital Inc. o BNP Paribas Securities Corp. x XxXxxxxx Investments Inc. o Wells Fargo Brokerage Services, LLC o Other: ______________________, o acting as: o principal o agent at: o varying prices related to prevailing market prices at the time of resale o a fixed initial public offering price of __% of the Principal Amount. Principal Amount: Original Issue Date: Agent’s Discount or Commission: Maturity Date: Nets Proceeds to Company: Interest Payment Date(s): Interest Rate: ___% per annum Redemption: o The Notes may not be redeemed prior to the Maturity Date. o The Notes may be redeemed at the option of the Company prior to the Maturity Date. Initial Redemption Date: Initial Redemption Percentage: ____% Annual Redemption Percentage Reduction: ___% until Redemption Percentage is 100% of the Principal Amount. o The Notes shall be redeemed by the Company prior to the Maturity Date (see attached). Repayment: o The Notes may not be repaid prior to the Maturity Date. o The Notes may be repaid prior to the Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): Currency: Specified Currency: _________ (If other than U.S. dollars, see attached) Minimum Denominations: _________ (Applicable only if Specified Currency is other than U.S. dollars) Exchange Rate Agent: _________ (Applicable only if Specified Currency is other than U.S. dollars) If Discount Note, check o Issue Price: ___% Form: o Book-Entry o Certificated Other Provisions: Exhibit B Pricing Supplement dated ___________ Rule 424(b) (3) (To Prospectus dated December 23, 2003 and File No. Prospectus Supplement dated December 23, 2003) PACCAR FINANCIAL CORP. Medium-Term Notes - Floating Rate We are hereby offering to sell Notes having the terms specified below to you with the assistance of: o Citigroup Global Markets Inc. o Barclays Capital Inc. o BNP Paribas Securities Corp. x XxXxxxxx Investments Inc. o Wells Fargo Brokerage Services, LLC o Other: _____________________________; o acting as o principal o agent at: o varying prices related to prevailing market prices at the time of resale o a fixed initial public offering price of __% of the Principal Amount. Principal Amount: Original Issue Date: Agent’s Discount or Commission: Maturity Date: Net Proceeds to Company; and upon such action: Interest Payment Date(s): Calculation Agent: Interest Calculation: o Regular Floating Rate Note o Floating Rate/Fixed Rate Note o Inverse Floating Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: Fixed Interest Rate: o Other Floating Rate Note (see attached) Initial Interest Rate: Initial Interest Reset Date: Interest Reset Date(s): Interest Rate Basis: o CD Rate o Federal Funds Rate o Prime Rate o Commercial Paper Rate o LIBOR o Treasury Rate o CMT Rate Designated LIBOR Page: o Other (see attached) o CMT Moneyline Telerate Page 7051 o LIBOR Reuters Page o CMT Moneyline Telerate Page 7052 o LIBOR Moneyline Telerate If CMT Moneyline Telerate Page 7052: LIBOR Currency: o Weekly Average o Monthly Average Index Maturity: Spread (+/-): Spread Multiplier: Maximum Interest Rate: Minimum Interest Rate: Day Count Convention: o 30/360 for the period from to . o Actual/360 for the period from to . o Actual/Actual for the period from to . Redemption: o The Notes may not be redeemed prior to the Maturity Date. o The Notes may be redeemed at the option of the Company prior to Maturity Date. Initial Redemption Date: Initial Redemption Percentage: % Annual Redemption Percentage Reduction: % until Redemption Percentage is 100% of the Principal Amount. o The Notes shall be redeemed by the Company prior to the Maturity Date (see attached). Repayment: o The Notes may not be repaid prior to the Maturity Date. o The Notes may be repaid prior to the Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): Currency: Specified Currency: ______________ (If other than U.S. dollars, the see attached) Minimum Denominations: _________ (Applicable only if Specified Currency is other than U.S. dollars) Exchange Rate Agent: ____________ (Applicable only if Specified Currency is other than U.S. dollars) If Discount Note, check o Issue Price: ___% Form: o Book-Entry o Certificated Note will be deemed not to have been issued, authenticated and delivered. PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH BOOK-ENTRY NOTES AND CERTIFICATED NOTESOther Provisions:

Failure to Settle. If the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt of funds from the purchaser, and if the purchaser shall fail to make payment for the Certificated Note on the settlement date therefor, the Presenting Agent will promptly notify the Indenture Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such event, the Company shall promptly provide the Indenture Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Indenture Trustee and the Presenting Agent will promptly return the Certificated Note to the Indenture Trustee. Upon (i) confirmation from the Indenture Trustee in writing (which may be given by facsimile transmission) that the Indenture Trustee has received the Certificated Note and upon (ii) confirmation from the Presenting Agent in writing (which may be given by facsimile transmission) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in immediately available funds equal to the amount previously paid by the Presenting Agent in respect of such Note. Assuming receipt of the Certificated Note by the Indenture Trustee and of the Confirmations by the Company, such payment will be made on the settlement date, if reasonably practical, and in any event not later than the Business Day following the date of receipt of the Certificated Note and Confirmations. If a purchaser shall fail to make payment for the Certificated Note for any reason other than the failure of the Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Distribution Agreement, and if the Presenting Agent shall have otherwise complied with its obligations hereunder and in the Distribution Agreement, the Company will reimburse the Presenting Agent on an equitable basis for its loss of the use of funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which the failure occurred, the Indenture Trustee will void such Note, make appropriate entries in its records and send such cancelled Note to the Company; and upon such action, the Certificated Note will be deemed not to have been issued, authenticated and delivered. PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH BOOK-ENTRY NOTES AND CERTIFICATED NOTES.

Failure to Settle. If In the Presenting Agent, at its own option, has advanced its own funds for payment against subsequent receipt event that a purchaser of funds a Note from the purchaser, and if the purchaser Company shall either fail to accept delivery of or make payment for the a Certificated Note on the settlement date thereforfixed for settlement, the Presenting Agent will promptly forthwith notify the Indenture Trustee and the Company by telephone, promptly confirmed in writing (but no later than the next Business Day). In such eventwriting, the Company shall promptly provide the Indenture Trustee with appropriate documentation and instructions consistent with these procedures for the return of the Certificated Note to the Indenture Trustee and the Presenting Agent will promptly return the Certificated Note to the Indenture Trustee. Upon (i) confirmation from the Indenture Trustee in writing (which may be given by facsimile transmission) that the Indenture Trustee has received The Trustee, upon receipt of the Certificated Note from the Presenting Agent, will immediately advise the Company and upon (ii) confirmation from the Company will promptly arrange to credit the account of the Presenting Agent in writing (which may be given by facsimile transmission) that the Presenting Agent has not received payment from the purchaser (the matters referred to in clauses (i) and (ii) are referred to hereinafter as the “Confirmations”), the Company will promptly pay to the Presenting Agent an amount in of immediately available funds equal to the amount previously paid by the such Presenting Agent in respect of such settlement for the Certificated Note. Assuming receipt of the Certificated Note by the Indenture Trustee and of the Confirmations by the Company, such payment Such credits will be made on the settlement date, Settlement Date if reasonably practicalpossible, and in any event not later than the Business Day following the date of receipt of Settlement Date; Provided that the Certificated Note and ConfirmationsCompany has received notice on the same day. If a purchaser such failure shall fail to make payment for the Certificated Note have occurred for any reason other than the failure of the by such Presenting Agent to provide the necessary information to the Company as described above for settlement or to provide a confirmation to the purchaser within a reasonable period of time as described above or otherwise to satisfy its obligation hereunder or in the Distribution Agreement, and if the Presenting Agent shall have otherwise complied with perform its obligations hereunder and in or under the Distribution Agreement, the Company will reimburse the such Presenting Agent on an equitable basis for its loss of the use of funds during the period when they the funds were credited to the account of the Company. Immediately upon Upon receipt of the Certificated Note in respect of which the failure occurred, the Indenture Trustee will void such Note, xxxx the note “canceled,” make appropriate entries in its records to reflect the fact that the Note was never issued, and send such cancelled Note accordingly notify the Company in writing. Exhibit A Pricing Supplement Dated Rule 424(b) (3) (To Prospectus dated ·, 2006 and File No. Prospectus Supplement dated ·, 2006) PACCAR FINANCIAL CORP. Medium-Term Notes - Fixed Rate We are hereby offering to sell Notes having the terms specified below to you with the assistance of: o BNP Paribas Securities Corp. o Barclays Capital Inc. o Citigroup Global Markets Inc. o Goldman, Sachs & Co. o UBS Securities LLC o Morgan Xxxxxxx & Co., Inc. o Other: , o acting as: o principal o agent at: o varying prices related to prevailing market prices at the time of resale o a fixed initial public offering price of % of the Principal Amount. Principal Amount: Original Issue Date: Agent’s Discount or Commission: Maturity Date: Nets Proceeds to Company: Interest Payment Date(s): Interest Rate: % per annum Redemption: o The Notes may not be redeemed prior to the Maturity Date. o The Notes may be redeemed at the option of the Company prior to the Maturity Date. Initial Redemption Date: Initial Redemption Percentage: % Annual Redemption Percentage Reduction: % until Redemption Percentage is 100% of the Principal Amount. o The Notes shall be redeemed by the Company prior to the Maturity Date (see attached). Repayment: o The Notes may not be repaid prior to the Maturity Date. o The Notes may be repaid prior to the Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): Currency: Specified Currency: (If other than U.S. dollars, see attached) Minimum Denominations: (Applicable only if Specified Currency is other than U.S. dollars) Exchange Rate Agent: (Applicable only if Specified Currency is other than U.S. dollars) If Discount Note, check o Issue Price: % Form: o Book-Entry o Certificated Other Provisions: Exhibit B Pricing Supplement dated Rule 424(b) (3) (To Prospectus dated December 23, 2003 and File No. Prospectus Supplement dated December 23, 2003) PACCAR FINANCIAL CORP. Medium-Term Notes - Floating Rate We are hereby offering to sell Notes having the terms specified below to you with the assistance of: o BNP Paribas Securities Corp. o Barclays Capital Inc. o Citigroup Global Markets Inc. o Goldman, Sachs & Co. o UBS Securities LLC o Morgan Xxxxxxx & Co., Inc o Other: ; o acting as o principal o agent at: ovarying prices related to prevailing market prices at the time of resale o a fixed initial public offering price of % of the Principal Amount. Principal Amount: Original Issue Date: Agent’s Discount or Commission: Maturity Date: Net Proceeds to Company; and upon such action: Interest Payment Date(s): Calculation Agent: Interest Calculation: o Regular Floating Rate Note o Floating Rate/Fixed Rate Note o Inverse Floating Rate Note Fixed Rate Commencement Date: Fixed Interest Rate: Fixed Interest Rate: o Other Floating Rate Note (see attached) Initial Interest Rate: Initial Interest Reset Date: Interest Reset Date(s): Interest Rate Basis: o CD Rate o Federal Funds Rate o Prime Rate o Commercial Paper Rate o LIBOR o Treasury Rate o CMT Rate Designated LIBOR Page: o Other (see attached) o CMT Moneyline Telerate Page 7051 o LIBOR Reuters Page o CMT Moneyline Telerate Page 7052 o LIBOR Moneyline Telerate If CMT Moneyline Telerate Page 7052: LIBOR Currency: o Weekly Average o EURIBOR o Monthly Average Index Maturity: Spread (+/-): Spread Multiplier: Maximum Interest Rate: Minimum Interest Rate: Day Count Convention: o 30/360 for the period from to . o Actual/360 for the period from to . o Actual/Actual for the period from to . Redemption: o The Notes may not be redeemed prior to the Maturity Date. o The Notes may be redeemed at the option of the Company prior to Maturity Date. Initial Redemption Date: Initial Redemption Percentage: % Annual Redemption Percentage Reduction: % until Redemption Percentage is 100% of the Principal Amount. o The Notes shall be redeemed by the Company prior to the Maturity Date (see attached). Repayment: o The Notes may not be repaid prior to the Maturity Date. o The Notes may be repaid prior to the Maturity Date at the option of the holder of the Notes. Optional Repayment Date(s): Currency: Specified Currency: (If other than U.S. dollars, the see attached) Minimum Denominations: (Applicable only if Specified Currency is other than U.S. dollars) Exchange Rate Agent: (Applicable only if Specified Currency is other than U.S. dollars) If Discount Note, check o Issue Price: % Form: o Book-Entry o Certificated Note will be deemed not to have been issued, authenticated and delivered. PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH BOOK-ENTRY NOTES AND CERTIFICATED NOTESOther Provisions: