EX-4.2



 Exhibit 4.2 

 
  

GENERAL MOTORS FINANCIAL COMPANY, INC., 

AS ISSUER 
  

 
 4.150% SENIOR
NOTES DUE 2023 
  
  

THIRTY-SECOND SUPPLEMENTAL INDENTURE 

Dated as of June 19, 2018 

To 
 INDENTURE 

Dated as of October 13, 2015 
  

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

AS TRUSTEE 







 TABLE OF CONTENTS 

 

							
	 	  	Page	 
	 ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	 	2	 
			
	 Section 1.01
	  	Definitions	  	 	2	 
	 Section 1.02
	  	Incorporation by Reference of Trust Indenture Act	  	 	6	 
	 Section 1.03
	  	Rules of Construction	  	 	7	 
	 Section 1.04
	  	Relationship With Base Indenture	  	 	7	 
		
	 ARTICLE 2 THE NOTES
	  	 	7	 
			
	 Section 2.01
	  	Establishment, Form and Dating	  	 	7	 
	 Section 2.02
	  	Registrar and Paying Agent	  	 	8	 
		
	 ARTICLE 3 REDEMPTION OF NOTES
	  	 	8	 
			
	 Section 3.01
	  	Optional Redemption	  	 	8	 
	 Section 3.02
	  	Optional Redemption by Company	  	 	8	 
		
	 ARTICLE 4 COVENANTS
	  	 	9	 
			
	 Section 4.01
	  	Liens	  	 	9	 
	 Section 4.02
	  	Corporate Existence	  	 	9	 
		
	 ARTICLE 5 DEFEASANCE
	  	 	9	 
		
	 ARTICLE 6 NO GUARANTEES
	  	 	10	 
		
	 ARTICLE 7 MISCELLANEOUS
	  	 	10	 
			
	 Section 7.01
	  	Governing Law	  	 	10	 
	 Section 7.02
	  	Successors	  	 	10	 
	 Section 7.03
	  	Severability	  	 	10	 
	 Section 7.04
	  	Counterpart Originals	  	 	10	 
	 Section 7.05
	  	Table of Contents, Headings, etc	  	 	10	 


  
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 This THIRTY-SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated
as of June 19, 2018, by and among General Motors Financial Company, Inc., a Texas corporation (the “Company”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of October 13, 2015 (the “Base
Indenture” and, as supplemented by the first supplemental indenture thereto and the second supplemental indenture thereto, each dated as of October 13, 2015, among the Company, the Trustee and AmeriCredit Financial Services, Inc., a
Delaware corporation (the “Guarantor”), as further supplemented by the third supplemental indenture thereto, dated as of November 24, 2015, among the Company, the Trustee and the Guarantor, as further supplemented by the fourth
supplemental indenture thereto and the fifth supplemental indenture thereto, each dated as of March 1, 2016, among the Company, the Trustee and the Guarantor, as further supplemented by the sixth supplemental indenture thereto, the seventh
supplemental indenture thereto and the eighth supplemental indenture thereto, each dated as of May 9, 2016, among the Company, the Trustee and the Guarantor, as further supplemented by the ninth supplemental indenture thereto, dated as of
July 5, 2016, among the Company, the Trustee and the Guarantor, as further supplemented by the tenth supplemental indenture thereto, the eleventh supplemental indenture thereto and the twelfth supplemental indenture thereto, each dated as of
October 6, 2016, among the Company, the Trustee and the Guarantor, as further supplemented by the thirteenth supplemental indenture thereto, the fourteenth supplemental indenture thereto and the fifteenth supplemental indenture thereto, each
dated as of January 17, 2017, among the Company, the Trustee and the Guarantor, as further supplemented by the sixteenth supplemental indenture thereto, the seventeenth supplemental indenture thereto and the eighteenth supplemental indenture
thereto, each dated as of April 13, 2017, among the Company, the Trustee and the Guarantor, as further supplemented by the nineteenth supplemental indenture thereto, dated as of May 9, 2017, among the Company, the Trustee and the
Guarantor, as further supplemented by the twentieth supplemental indenture thereto, the twenty-first supplemental indenture thereto and the twenty-second supplemental indenture thereto, each dated as of June 30, 2017, among the Company, the
Trustee and the Guarantor, as further supplemented by the twenty-third supplemental indenture thereto, the twenty-fourth supplemental indenture thereto and the twenty-fifth supplemental indenture thereto, each dated as of November 7, 2017,
among the Company, the Trustee and the Guarantor, as further supplemented by the twenty-sixth supplemental indenture thereto, the twenty-seventh supplemental indenture thereto and the twenty-eighth supplemental indenture thereto, each dated as of
January 5, 2018, among the Company, the Trustee and the Guarantor, as further supplemented by the twenty-ninth supplemental indenture thereto, the thirtieth supplemental indenture thereto and the thirty-first supplemental indenture, each dated
as of April 10, 2018, among the Company, the Trustee and the Guarantor, as further supplemented by this Supplemental Indenture, and as may be amended or further supplemented from time to time, pursuant to the applicable provisions of the Base
Indenture and this Supplemental Indenture, the “Indenture”), between the Company and the Trustee, providing for the issuance by the Company from time to time of one or more series of Securities; 







 WHEREAS, the Company has duly authorized the execution and delivery of this Supplemental
Indenture to provide for the issuance of its 4.150% Senior Notes due 2023 (the “Notes”), and the Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the
Notes; 
 WHEREAS, the Company desires and has requested the Trustee to join with it in the execution and delivery of this Supplemental
Indenture in order to supplement the Base Indenture and to add covenants to and remove covenants from the Base Indenture with respect to the Notes as and to the extent set forth herein to provide for the issuance and the terms of the Notes; and 

WHEREAS, all things necessary to make this Supplemental Indenture a valid indenture and agreement of the Company according to its terms have
been done. 
 NOW, THEREFORE: 

In consideration of the premises and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree
for the equal and proportionate benefit of all Holders from time to time of the Notes as follows. 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

Certain terms used principally in certain Articles hereof are defined in those Articles. Capitalized terms used but not defined in this
Supplemental Indenture shall have the meaning ascribed to them in the Base Indenture or in this Article. In the event of any conflict between any term defined in the Base Indenture and this Supplemental Indenture, the defined terms in this
Supplemental Indenture shall govern and control. 
 “Acquired Indebtedness” means, with respect to any specified Person,
Indebtedness of any other Person existing at the time such other Person merges with or into or becomes a Subsidiary of such specified Person, or Indebtedness incurred by such Person in connection with the acquisition of assets, in each case so long
as such Indebtedness was not incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person or the acquisition of such assets, as the case may be. 

“Additional Notes” means any additional Notes issued under the Indenture as part of the same series as the Notes. 

“Bank Lines” means, with respect to the Company or any of its Restricted Subsidiaries, one or more debt facilities with banks
or other lenders providing for revolving credit loans and/or letters of credit. 
 “Base Indenture” has the meaning
assigned to it in the recitals hereto. 
 “Comparable Treasury Issue” means that United States Treasury security or
securities selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes of the applicable series to be redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes of the applicable series. 

  
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 “Comparable Treasury Price” means, with respect to any redemption date,
(i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations. 
 “Consolidated Net Tangible Assets” means the aggregate
amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom all current liabilities and all goodwill, trade names, trademarks, unamortized debt discounts and expense and other like intangibles of the
Company and its consolidated subsidiaries, all as set forth in the most recent balance sheet of the Company and its consolidated subsidiaries prepared in accordance with GAAP. 

“Credit Enhancement Agreements” means, collectively, any documents, instruments, guarantees or agreements entered into by the
Company, any of its Restricted Subsidiaries, or any Receivables Entity for the purpose of providing credit support for one or more Receivables Entities or any of their respective securities, debt instruments, obligations or other Indebtedness. 

“Global Note” means a certificated Note deposited with or on behalf of and registered in the name of the Depositary or its
nominee, substantially in the form of Exhibit A hereto and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto. As of the date of this Supplemental Indenture all of the Notes are represented by Global
Notes. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under (i) interest
rate swap agreements, interest rate cap agreements and interest rate collar agreements, and (ii) other agreements or arrangements designed to protect such Person against fluctuations in interest or currency exchange rates. 

“Indenture” has the meaning assigned to it in the preamble hereto. 

“Initial Notes” means the first $1,000,000,000 aggregate principal amount of the Notes issued under the Indenture on the date
hereof. 
 “Non-Domestic Entity” means a Person not organized or existing under the
laws of the United States, any state thereof or the District of Columbia. 
 “Notes” has the meaning assigned to it in the
recitals hereto. For purposes of the Indenture, all references to the notes to be issued or authenticated upon transfer or replacement of or in exchange for Notes shall be deemed to refer to Notes. In addition, unless the context otherwise requires,
all references to the “Notes” shall include the Initial Notes and any Additional Notes. 

  
 3 








 “Permitted Liens” means: (i) Liens existing on the date of the Base
Indenture; (ii) Liens to secure securities, debt instruments or other Indebtedness of one or more Receivables Entities or guarantees thereof; (iii) Liens to secure Indebtedness under a Residual Funding Facility or guarantees thereof;
(iv) Liens to secure Indebtedness and other obligations (including letter of credit indemnity obligations and obligations relating to expenses with respect to debt facilities), under one or more debt facilities with banks or other lenders
providing for revolving credit loans and/or letters of credit or guarantees thereof; (v) Liens on spread accounts, reserve accounts and other credit enhancement assets, Liens on the Capital Stock of Subsidiaries of the Company substantially all
of the assets of which are spread accounts, reserve accounts and/or other credit enhancement assets, and Liens on interests in one or more Receivables Entities, in each case incurred in connection with Credit Enhancement Agreements, Residual Funding
Facilities or issuances of securities, debt instruments or other Indebtedness by a Receivables Entity; (vi) Liens on property existing at the time of acquisition of such property (including properties acquired through merger or consolidation);
(vii) Liens securing Indebtedness incurred to finance the construction or purchase of property of the Company or any of its Subsidiaries (but excluding Capital Stock of another Person); provided that any such Lien may not extend to any other
property owned by the Company or any of its Subsidiaries at the time the Lien is incurred, and the Indebtedness secured by the Lien may not be incurred more than 180 days after the later of the acquisition or completion of construction of the
property subject to the Lien; (viii) Liens securing Hedging Obligations; (ix) Liens to secure any Refinancing Indebtedness incurred to refinance any Indebtedness and all other obligations secured by any Lien referred to in the foregoing
clause (i); provided that such new Lien shall be limited to all or part of the same property or type of property that secured the original Lien and the Indebtedness secured by such Lien at such time is not increased to any amount greater than the
outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (i) of this definition at the time the original Lien became a Permitted Lien; (x) Liens in favor of the Company or any of its
Subsidiaries; (xi) Liens of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed five percent of Consolidated Net Tangible Assets; (xii) Liens to secure the performance of statutory
obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including, without limitation, landlord Liens on leased properties); (xiii) Liens for taxes, assessments or
governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been
made therefor; (xiv) Liens imposed by law or regulation, such as carriers’, warehousemen’s, materialmen’s, repairmen’s and mechanics’ and similar Liens, in each case for sums not yet overdue for a period of more than 30
days or that are being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for
review; provided, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor; (xv) Liens related to minor survey exceptions, minor encumbrances, ground leases, easements or
reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, drains, telegraph and telephone and cable television lines, gas
and oil pipelines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to
the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair
their 

  
 4 








 
use in the operation of the business of such Person; (xvi) Liens on equipment of the Company or any of its Restricted Subsidiaries granted in the ordinary course of business;
(xvii) deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business; (xviii) purported Liens evidenced by filings of precautionary
UCC financing statements relating solely to operating leases of personal property; (xix) Liens evidenced by UCC financing statement filings (or similar filings) regarding or otherwise arising under leases entered into by the Company or any
Restricted Subsidiary in the ordinary course of business; (xx) Liens on accounts, payment intangibles, chattel paper, instruments and/or other Receivables granted in connection with sales of any of such assets; and (xxi) Liens on
Receivables and related assets and proceeds thereof arising in connection with a Permitted Receivables Financing. 
 “Permitted
Receivables Financing” means any facility, arrangement, transaction or agreement (i) pursuant to which the Company or any Restricted Subsidiary finances the acquisition or origination of Receivables with, or sells Receivables that it
has acquired or originated to, a third party on terms that the Board of Directors has concluded are customary and market-standard, and (ii) that grants Liens to, or permits filings of precautionary UCC financing statements by, the third party
against the Company or its Restricted Subsidiaries, as applicable, under such facility, arrangement, transaction or agreement relating to the subject Receivables, related assets and/or proceeds. 

“Quotation Agent” means a Reference Treasury Dealer appointed by the Company. 

“Receivable” means each of the following: (i) any right to payment of a monetary obligation, including, without
limitation, any promissory note, financing agreement, installment sale contract, lease contract, insurance and service contract, and any credit, debit or charge card receivable, and (ii) any assets related to such receivables, including,
without limitation, any collateral securing, or property leased under, such receivables. 
 “Receivables Entity” means each
of the following: (i) any Person (whether or not a Subsidiary of the Company) established for the purpose of transferring or holding Receivables or issuing securities, debt instruments or other Indebtedness backed by Receivables and/or
Receivable-backed securities, regardless of whether such Person is an issuer of securities, debt instruments or other Indebtedness, and (ii) any Subsidiary of the Company formed exclusively for the purpose of satisfying the requirements of
Credit Enhancement Agreements, regardless of whether such Person is an issuer of securities, debt instruments or other Indebtedness. 

“Reference Treasury Dealer” means (i) any of Barclays Capital Inc., Commerz Markets LLC, TD Securities (USA) LLC, Wells
Fargo Securities, LLC and a Primary Treasury Dealer (as defined herein) selected by each of the Company and , SMBC Nikko Securities America, Inc. or any of their respective affiliates that is a primary U.S. Government securities dealer in New York
City (a “Primary Treasury Dealer”), and their respective successors, provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer;
and (ii) any other Primary Treasury Dealer selected by the Company. 

  
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 “Reference Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation
Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 

“Refinancing Indebtedness” means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange
for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries. 

“Remaining Scheduled Payments” means the remaining scheduled payments of principal of and interest on the Notes of any series
called for redemption that would be due after the related redemption date but for that redemption; provided that if that redemption date is not an interest payment date with respect to the Notes of any series called for redemption, the amount of the
next succeeding scheduled interest payment on such Notes will be reduced by the amount of interest accrued to such redemption date. 

“Residual Funding Facility” means any funding arrangement with a financial institution or institutions or other lenders or
purchasers under which advances are made to the Company or any Subsidiary based upon residual, subordinated or retained interests in Receivables Entities or any of their respective securities, debt instruments or other Indebtedness. 

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not a Receivables Entity or Non-Domestic Entity. 
 “Supplemental Indenture” has the meaning assigned to it in the
preamble hereto. 
 “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 

“Trustee” means Wells Fargo Bank, National Association, until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving thereunder. 
 Section 1.02 Incorporation by Reference of
Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture. 
 All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute
or defined by SEC rule under the TIA have the meanings so assigned to them. 

  
 6 








 Section 1.03 Rules of Construction. 

Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) “or” is not exclusive; 

(c) words in the singular include the plural, and in the plural include the singular; 

(d) provisions apply to successive events and transactions; and 

(e) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or
rules adopted by the SEC from time to time. 
 Section 1.04 Relationship With Base Indenture. 

The terms and provisions contained in the Base Indenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture
and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the
express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling. 
 ARTICLE
2 
 THE NOTES 

Section 2.01 Establishment, Form and Dating. 

There is hereby established a new series of Securities to be issued under the Base Indenture, to be designated as the Company’s 4.150%
Senior Notes due 2023. 
 There are to be authenticated and delivered $1,000,000,000 principal amount of Notes, and such principal amount of
Notes may be increased from time to time pursuant to Section 2.02 of the Base Indenture by the issuance of Additional Notes. Any such Additional Notes will have the same interest rate, maturity and other terms as the Initial Notes, except for
their issue price and, if applicable, the initial interest accrual date and the initial interest payment date, and shall constitute a single series of Securities with the Initial Notes; provided that if the Additional Notes are not fungible with the
Initial Notes for U.S. federal income tax purposes, they will have a separate CUSIP number. No Notes shall be authenticated and delivered in addition to Notes for the principal amount as so increased except as provided by Sections 2.09, 2.10, 2.13
or 3.08 of the Base Indenture. The Notes shall be senior debt securities and shall be issued in fully registered form. 

  
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 The Notes and the Trustee’s certificate of authentication with respect thereto will be
substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication, and except as provided in Section 2.09
of the Base Indenture, will be issued in the form of one or more Global Notes. The principal of, and any premium or interest on, the Notes shall be payable in United States dollars. The Notes shall be in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
 The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a
part of the Indenture and the Company and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the
express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. 
 Section 2.02 Registrar and
Paying Agent. 
 The Company will maintain a Registrar and Paying Agent with respect to the Notes. The Registrar will keep a register
with respect to the Notes and of their transfer and exchange. 
 The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Notes. 
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent with
respect to the Notes and to act as custodian for the Depositary with respect to the Global Notes. 
 ARTICLE 3 

REDEMPTION OF NOTES 

Section 3.01 Optional Redemption. 

The Notes may be redeemed, in whole or in part, at the option of the Company pursuant to Section 3.02 hereof. Other than as specifically
provided in this Article 3, any redemption pursuant to this Article 3 will be made pursuant to the provisions of Article 3 of the Base Indenture. 

Section 3.02 Optional Redemption by Company. 

(a) The redemption price (the “Redemption Price”) of the Notes to be redeemed shall be calculated as follows: 

(i) If the redemption date is prior to May 19, 2023, the Notes to be redeemed may be redeemed by the Company at a
Redemption Price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments of principal and interest in
respect of the Notes to be redeemed (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months), at a rate equal to the Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to the date of redemption. 

  
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 (ii) If the redemption date is on or after May 19, 2023, the Notes to be
redeemed may be redeemed by the Company at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to but excluding the redemption date. 

If the redemption date is after a record date and on or prior to a corresponding interest payment date, interest will be paid on the redemption date to the
holder of record on the record date. 
 (b) The Trustee shall not be responsible for the calculation of such Redemption Price. The Company
shall calculate such Redemption Price and promptly notify the Trustee in writing thereof. 
 ARTICLE 4 

COVENANTS 
 The Notes shall be
subject to the following covenants in addition to the provisions of Article 4 of the Base Indenture (provided that Section 4.07 of the Base Indenture shall not be applicable to the Notes): 

Section 4.01 Liens. 

The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur or assume any Lien of any kind (other than
Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such
obligations are no longer secured by a Lien. 
 Section 4.02 Corporate Existence. 

Subject to Article 5 of the Base Indenture, the Company shall do or cause to be done all things necessary to preserve and keep in full force
and effect (i) its corporate existence in accordance with the organizational documents (as the same may be amended from time to time) of the Company, and (ii) the rights (charter and statutory), licenses and franchises of the Company;
provided that the company shall not be required to preserve any such right license or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. 
 ARTICLE
5 
 DEFEASANCE 
 Legal
defeasance of the Notes under Section 8.04 of the Base Indenture and covenant defeasance of the Notes under Section 8.05 of the Base Indenture shall be applicable to the Notes, and the Company may at its option by a resolution of the Board
of Directors, at any time, with respect to the Notes, elect to have Section 8.04 or Section 8.05 of the Base Indenture be 

  
 9 








 
applied to the outstanding Notes upon compliance with the conditions set forth in Section 8.06 of the Base Indenture. In addition to Section 5.01 of the Base Indenture, Article 4 of
this Supplemental Indenture shall be subject to covenant defeasance under Section 8.05 of the Base Indenture. 
 ARTICLE 6 

NO GUARANTEES 
 The provisions of
Article 10 of the Base Indenture shall be inapplicable to the Notes. 
 ARTICLE 7 

MISCELLANEOUS 
 Section 7.01
Governing Law. 
 THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE
NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

Section 7.02 Successors. 

All agreements of the Company in this Supplemental Indenture and the Notes will bind its successors. All agreements of the Trustee in this
Supplemental Indenture will bind its successors. 
 Section 7.03 Severability. 

In case any provision in this Supplemental Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions will not in any way be affected or impaired thereby. 
 Section 7.04 Counterpart
Originals. 
 The parties may sign any number of copies of this Supplemental Indenture. Each signed copy will be an original, but all of
them together represent the same agreement. 
 Section 7.05 Table of Contents, Headings, etc. 

The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Supplemental Indenture have been inserted for
convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	General Motors Financial Company, Inc., as Issuer
		
	By:	 	 /s/ Richard A. Gokenbach, Jr.        

	Name:	 	Richard A. Gokenbach, Jr.
	Title:	 	Executive Vice President and Treasurer
	
	Wells Fargo Bank, National Association, as Trustee
		
	By:	 	 /s/ Patrick Giordano    

	Name:	 	Patrick Giordano
	Title:	 	Vice President


 [Signature Page to Thirty-Second Supplemental Indenture] 







 Exhibit A 

THIS DEBT SECURITY 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. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN
SUCH LIMITED CIRCUMSTANCES. 
 UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION (“DTC”), TO GENERAL MOTORS FINANCIAL COMPANY, INC. 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 OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.1 

 

	1 	Insert in Global Notes only. 









			
	CUSIP No.:	  	37045X CL8
	ISIN No.:	  	US37045XCL82

 4.150% Senior Note due 2023 
  

			
	No. R-1	  	$

 GENERAL MOTORS FINANCIAL COMPANY, INC. 

promises to pay to [CEDE & CO.]2 

or registered assigns, 
 the
principal sum of $             [(subject to the decreases and increases in principal amount set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto)]3 on June 19, 2023. 
 Interest Payment Dates: June 19 and December 19,
commencing December 19, 2018. 
 Record Dates: 15 calendar days prior to each Interest Payment Date. 

 

	2 	Insert in Global Notes only. 


	3 	Insert in Global Notes only. 


  
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	Dated:
	
	General Motors Financial Company, Inc.
		
	By:	 	          

	Name:	 	Richard A. Gokenbach, Jr.
	Title:	 	Executive Vice President and Treasurer



  
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	This is one of the Global
	Notes referred to in the within-mentioned Indenture:
	
	Dated: 
	
	Wells Fargo Bank, National Association, as Trustee
		
	By:	 	          

	Name:	 	Patrick Giordano
	Title:	 	Vice President


  
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 [Back of Note] 

4.150% Senior Note due 2023 

This Note is one of a duly authorized issue of Securities (the “Securities”) of General Motors Financial Company, Inc. (the
“Company,” which term includes any successor Person under the Base Indenture hereinafter referred to), issued and issuable in one or more series under an Indenture, dated as of October 13, 2015 (the “Base
Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee,” which term includes any successor trustee under the Base Indenture), to which Base Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the terms upon
which said Securities are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as 4.150% Senior Notes due 2023 (the “Notes”), which was issued under the Thirty-Second Supplemental
Indenture, dated as of June 19, 2018, to the Base Indenture (the “Supplemental Indenture”, together with the Base Indenture, and as supplemented by the first supplemental indenture thereto and the second supplemental indenture
thereto, each dated as of October 13, 2015, among the Company, the Trustee and AmeriCredit Financial Services, Inc., a Delaware corporation (the “Guarantor”), as further supplemented by the third supplemental indenture thereto,
dated as of November 24, 2015, among the Company, the Trustee and the Guarantor, as further supplemented by the fourth supplemental indenture thereto and the fifth supplemental indenture thereto, each dated as of March 1, 2016, among the
Company, the Trustee and the Guarantor, as further supplemented by the sixth supplemental indenture thereto, the seventh supplemental indenture thereto and the eighth supplemental indenture thereto, each dated as of May 9, 2016, among the
Company, the Trustee and the Guarantor, as further supplemented by the ninth supplemental indenture thereto, dated as of July 5, 2016, among the Company, the Trustee and the Guarantor, as further supplemented by the tenth supplemental indenture
thereto, the eleventh supplemental indenture thereto and the twelfth supplemental indenture thereto, each dated as of October 6, 2016, among the Company, the Trustee and the Guarantor, as further supplemented by the thirteenth supplemental
indenture thereto, the fourteenth supplemental indenture thereto and the fifteenth supplemental indenture thereto, each dated as of January 17, 2017, among the Company, the Trustee and the Guarantor, as further supplemented by the sixteenth
supplemental indenture thereto, the seventeenth supplemental indenture thereto and the eighteenth supplemental indenture thereto, each dated as of April 13, 2017, among the Company, the Trustee and the Guarantor, as further supplemented by the
nineteenth supplemental indenture thereto, dated as of May 9, 2017, among the Company, the Trustee and the Guarantor, as further supplemented by the twentieth supplemental indenture thereto, the twenty-first supplemental indenture thereto and
the twenty-second supplemental indenture thereto, each dated as of June 30, 2017, among the Company, the Trustee and the Guarantor, as further supplemented by the twenty-third supplemental indenture thereto, the twenty-fourth supplemental
indenture thereto and the twenty-fifth supplemental indenture thereto, each dated as of November 7, 2017, among the Company, the Trustee and the Guarantor, as further supplemented by the twenty-sixth supplemental indenture thereto, the
twenty-seventh supplemental indenture thereto and the twenty-eighth supplemental indenture thereto, each dated as of January 5, 2018, among the Company, the Trustee and the Guarantor, and as further supplemented by the twenty-ninth supplemental
indenture thereto, the thirtieth supplemental indenture thereto and the thirty-first 

  
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supplemental indenture thereto, each dated as of April 10, 2018, among the Company, the Trustee and the Guarantor, the “Indenture”) and which is initially limited to
$1,000,000,000 in principal amount. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

1. INTEREST. The Company promises to pay interest on the principal amount of this Note at 4.150% per annum from and including
June 19, 2018 until maturity. The Company will pay interest semi-annually on June 19 and December 19 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment
Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from June 19, 2018; provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment
Date shall be December 19, 2018. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum
in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest from time to time on demand at the same rate to the extent lawful. Interest
will be computed on the basis of a 360-day year of twelve 30-day months. 

2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders
of Notes at the close of business on the Record Date on the next preceding Interest Payment Date, even if such Notes are cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.08 of the
Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds will be made with respect to principal of
and interest and premium on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to an account in the United States that are received by the Paying Agent no later than 10 Business Days prior to
the payment date. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 

3. PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 

4. INDENTURE. The Company issued the Notes under the Indenture. The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Note conflicts with the express provisions of 

  
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the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are general unsecured obligations of the Company and are not limited as to aggregate principal amount.
The Notes, including any Additional Notes issued hereunder, shall contain the terms set forth herein and in the Indenture and shall constitute and be treated as one series of Notes for all purposes. 

5. OPTIONAL REDEMPTION. The Notes are subject to redemption as provided in Article 3 of the Indenture. 

6. MANDATORY REDEMPTION. The Company shall not be required to make mandatory redemption payments with respect to the Notes. 

7. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except
for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a Record Date and the
corresponding Interest Payment Date. 
 8. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all
purposes. 
 9. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in Article 9
of the Base Indenture. 
 10. DEFAULTS AND REMEDIES. The terms of Article 6 of the Base Indenture shall be applicable to the Notes.

 11. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 

12. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or shareholder of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes. 
 13. AUTHENTICATION. This Note shall not be valid
until authenticated by the manual signature of the Trustee or an authenticating agent. 

  
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 14. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company
has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Company
will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: 

General Motors Financial Company, Inc. 

801 Cherry Street, Suite 3500 

Fort Worth, TX 76102 
 Attention:
Chief Financial Officer 
 THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE AND THE INDENTURE. 

  
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 Assignment Form 

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to 

 
  

(Insert assignee’s soc. sec. or tax I.D. no.) 
  

 
  

 
  

 
 (Print or type assignee’s name,
address and zip code) 
 and irrevocably appoint
                                        
     
 to transfer this Note on the books of the Company. The agent may substitute another to act for him. 

Date:
                             

Your Signature:
                                        
                              

(Sign exactly as your name appears on the face of this Note) 

Signature Guarantee 

  
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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease

in Principal amount
 of this
Global Note
	 	 Amount of increase

in Principal
 Amount of
this
 Global Note
	  	 Principal Amount

of this Global Note

following such
 decrease
(or
 increase)
	  	 Signature of

authorized officer
 of
Trustee or Note
 Custodian



  
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