Obligation General Motors Co. 5.4% ( US37045VAY65 ) en USD

General Motors Co.

103.656 % ▲

Etas-Unis

US37045VAY65 ( en USD )

5.4% par an ( paiement semestriel )

15/10/2029

Prospectus brochure de l'obligation General Motors US37045VAY65 en USD 5.4%, échéance 15/10/2029

2 000 USD

1 000 000 000 USD

37045VAY6

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/04/2026 ( Dans 121 jours )

General Motors (GM) est un constructeur automobile américain multinational produisant et vendant des véhicules sous plusieurs marques, incluant Chevrolet, Buick, GMC et Cadillac, ainsi que des services de mobilité et des technologies connexes.

L'Obligation émise par General Motors Co. ( Etas-Unis ) , en USD, avec le code ISIN US37045VAY65, paye un coupon de 5.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/10/2029

L'Obligation émise par General Motors Co. ( Etas-Unis ) , en USD, avec le code ISIN US37045VAY65, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par General Motors Co. ( Etas-Unis ) , en USD, avec le code ISIN US37045VAY65, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

EX-4.2 3 d380927dex42.htm EX-4.2
Exhibit 4.2
GENERAL MOTORS COMPANY
and
THE BANK OF NEW YORK MELLON,
as Trustee
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of August 2, 2022
to
INDENTURE
Dated as of September 27, 2013
5.400% SENIOR NOTES DUE 2029
5.600% SENIOR NOTES DUE 2032

TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
2
Section 1.01.
Definition of Terms
2
Section 1.02.
Relationship with Base Indenture
2
ARTICLE 2
TERMS AND CONDITIONS OF NOTES
2
Section 2.01.
Designation and Principal Amount
2
Section 2.02.
Maturity
3
Section 2.03.
Further Issues
3
Section 2.04.
Payment
3
Section 2.05.
Interest
4
Section 2.06.
Authorized Denominations
4
Section 2.07.
Redemption and Sinking Fund
4
Section 2.08.
Ranking
4
Section 2.09.
Appointments
4
Section 2.10.
Waiver of Certain Covenants
5
Section 2.11.
Defeasance
5
Section 2.12.
Guarantees
5
ARTICLE 3
COVENANTS
Section 3.01.
Additional Covenants
5
Section 3.02.
Definitions
5
Section 3.03.
Limitation on Liens
7
Section 3.04.
Limitation on Sales and Lease-Backs
8
Section 3.05.
Amendment to Section 704 of the Base Indenture
9
ARTICLE 4
FORM OF NOTES
10
Section 4.01.
Form of Notes
10
Section 4.02.
Global Securities
10
ARTICLE 5
ORIGINAL ISSUE OF NOTES
12
Section 5.01.
Original Issue of Notes
12
ARTICLE 6
MISCELLANEOUS
12
Section 6.01.
Ratification of Base Indenture
12
Section 6.02.
Trustee Not Responsible for Recitals
12
i

Section 6.03.
Governing Law
12
Section 6.04.
Separability Clause
13
Section 6.05.
Effect of Headings and Table of Contents
13
Section 6.06.
Counterparts
13
EXHIBIT A-1 --
Form of 2029 Notes
A-1-1
EXHIBIT A-2 --
Form of 2032 Notes
A-2-1
ii

SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 2, 2022 (this "Supplemental Indenture"), between General Motors Company, a
corporation duly organized and existing under the laws of Delaware (herein called the "Company"), having its principal office at 300 Renaissance
Center, Detroit, Michigan 48265-3000, and The Bank of New York Mellon, a New York banking corporation, as trustee (herein called the "Trustee").
RECITALS OF THE COMPANY
WHEREAS, the Company has executed and delivered the Indenture, dated as of September 27, 2013 (as supplemented prior to the date hereof, the
"Base Indenture" and, together with this Supplemental Indenture, the "Indenture"), to the Trustee, to provide for the issuance of the Company's debt
securities (the "Securities"), to be issued in one or more series;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of three new series of its Securities
under the Base Indenture to be known as its "5.400% Senior Notes due 2029" (the "2029 Notes") and "5.600% Senior Notes due 2032" (the "2032
Notes" and, together with the 2029 Notes, the "Notes"), respectively, the form and substance and the terms, provisions and conditions thereof to be set
forth as provided in the Base Indenture and this Supplemental Indenture;
WHEREAS, the Board of Directors of the Company by duly adopted resolutions has authorized, among other things, the issuance of the Notes
and the execution and delivery of this Supplemental Indenture;
WHEREAS, this Supplemental Indenture is being entered into pursuant to the provisions of Section 901 of the Base Indenture;
WHEREAS, the Company hereby requests that the Trustee join with the Company in the execution and delivery of this Supplemental Indenture;
and
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to
make the Notes, when executed and delivered by the Company and authenticated by the Trustee, the valid obligations of the Company, have been
performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in
the Base Indenture, the forms and terms of the Notes, the Company covenants and agrees with the Trustee, as follows:
1

ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01. Definition of Terms. Unless the context otherwise requires:
(a) the terms defined in this Supplemental Indenture (except as herein otherwise expressly provided or unless the context of this Supplemental
Indenture otherwise requires) for all purposes of this Supplemental Indenture and of any indenture supplemental hereto have the respective meanings
specified in this Supplemental Indenture. All other terms used in this Supplemental Indenture that are defined in the Base Indenture, either directly or by
reference therein (except as herein otherwise expressly provided or unless the context of this Supplemental Indenture otherwise requires), have the
respective meanings assigned to such terms in the Base Indenture, as in force at the date of this Supplemental Indenture as originally executed; provided
that any term that is defined in both the Base Indenture and this Supplemental Indenture shall have the meaning assigned to such term in this
Supplemental Indenture;
(b) the singular includes the plural, and vice versa; and
(c) headings are for convenience of reference only and do not affect interpretation.
(d) The following definition shall be applicable in respect of all Notes for purposes of this Supplemental Indenture:
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions are authorized or
obligated by law, regulation or executive order to close in the City of New York or the city in which the corporate trust office of the Trustee is located.
Section 1.02. Relationship with Base Indenture. The terms and provisions contained in the Base Indenture will constitute, and are hereby expressly
made, a part of this Supplemental Indenture. 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 will govern and be controlling (including for all purposes of Section 113 of the
Base Indenture in respect of the Notes).
ARTICLE 2
TERMS AND CONDITIONS OF NOTES
Section 2.01. Designation and Principal Amount.
(a) There is hereby authorized and established a series of Securities under the Base Indenture, designated as the "5.400% Senior Notes due 2029,"
which is initially limited in aggregate principal amount to $1,000,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other
2029 Notes pursuant to Section 304, 305, 306, 311, 906 or 1106 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the
Base Indenture, are deemed never to have been authenticated and delivered).
2

(b) There is hereby authorized and established a series of Securities under the Base Indenture, designated as the "5.600% Senior Notes due 2032,"
which is initially limited in aggregate principal amount to $1,250,000,000 (except upon registration of transfer of, or in exchange for, or in lieu of, other
2032 Notes pursuant to Section 304, 305, 306, 311, 906 or 1106 of the Base Indenture and except for any Notes which, pursuant to Section 303 of the
Base Indenture, are deemed never to have been authenticated and delivered).
Section 2.02. Maturity.
(a) The Stated Maturity of principal of the 2029 Notes shall be October 15, 2029.
(b) The Stated Maturity of principal of the 2032 Notes shall be October 15, 2032.
Section 2.03. Further Issues. The Company may at any time and from time to time, without the consent of the Holders of the 2029 Notes or 2032
Notes, increase the principal amount of the 2029 Notes or 2032 Notes that may be issued under the Indenture and issue additional 2029 Notes or 2032
Notes; provided that if the additional 2029 Notes or 2032 Notes are not fungible with the then-outstanding 2029 Notes or 2032 Notes for U.S. federal
income tax purposes, respectively, the additional 2029 Notes or 2032 Notes shall have separate CUSIP numbers. Any such additional 2029 Notes or
2032 Notes shall have the same ranking, interest rate, maturity date and other terms as the 2029 Notes or 2032 Notes, respectively, but may be offered at
a different offering price or have a different issue date, initial interest accrual date or initial interest payment date than such 2029 Notes or 2032 Notes,
respectively. Any such additional 2029 Notes or 2032 Notes, together with the 2029 Notes or 2032 Notes herein provided for, shall each respectively
constitute a single series of Securities under the Base Indenture.
Section 2.04. Payment. Principal of and interest on the Notes shall be payable in U.S. dollars in immediately available funds at the office or
agency of the Company maintained for such purpose, which shall initially be at the Corporate Trust Office of the Trustee; provided, however, in the case
of certificated Notes that payment of interest may be made at the option of the Company through the Paying Agent by check mailed to the Holder at
such address as shall appear in the Security Register at the close of business on the Regular Record Date for such Holder or by wire transfer to an
account appropriately designated by the Holder to the Company and the Trustee; and provided, further, that the Company through the Paying Agent
shall pay principal of and interest on the Notes in the form of Global Securities registered in the name of or held by The Depository Trust Company
("DTC") or its nominee or such other Depositary as may from time to time be designated pursuant to the terms of the Indenture, or its respective
nominee, by wire transfer in immediately available funds to such Depositary or its nominee, as the case may be, as the registered holder of such Notes in
the form of Global Securities.
3

Section 2.05. Interest.
(a) The 2029 Notes shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from August 2, 2022 at the
rate of 5.400% per annum, payable semi-annually in arrears. Interest payable on each Interest Payment Date shall include interest accrued from
August 2, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Interest Payment Dates on
which such interest shall be payable are April 15 and October 15, commencing on October 15, 2022; and the Regular Record Date for the interest
payable on any Interest Payment Date is the close of business on the April 1 or October 1 (whether or not a Business Day), as the case may be, next
preceding the relevant Interest Payment Date.
(b) The 2032 Notes shall bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from August 2, 2022 at the
rate of 5.600% per annum, payable semi-annually in arrears. Interest payable on each Interest Payment Date shall include interest accrued from
August 2, 2022, or from the most recent Interest Payment Date to which interest has been paid or duly provided for. The Interest Payment Dates on
which such interest shall be payable are April 15 and October 15, commencing on October 15, 2022; and the Regular Record Date for the interest
payable on any Interest Payment Date is the close of business on the April 1 or October 1 (whether or not a Business Day), as the case may be, next
preceding the relevant Interest Payment Date.
Section 2.06. Authorized Denominations. Each of the 2029 Notes and 2032 Notes shall be issuable in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
Section 2.07. Redemption and Sinking Fund.
(a) The 2029 Notes shall not be redeemable at the option of the Company except as set forth in Section 2 of the 2029 Notes. The 2029 Notes shall
not be redeemable at the option of the Holders. The 2029 Notes shall not be entitled to the benefit of any sinking fund.
(b) The 2032 Notes shall not be redeemable at the option of the Company except as set forth in Section 2 of the 2032 Notes. The 2032 Notes shall
not be redeemable at the option of the Holders. The 2032 Notes shall not be entitled to the benefit of any sinking fund.
Section 2.08. Ranking. Each of the 2029 Notes, 2032 Notes and 20[CC] Notes shall be senior unsecured debt securities of the Company, ranking
equally with the Company's other unsecured and unsubordinated indebtedness.
Section 2.09. Appointments. The Trustee shall be the initial Security Registrar and initial Paying Agent for each of the 2029 Notes and 2032
Notes.
4

Section 2.10. Waiver of Certain Covenants. Without in any way limiting the applicability of Section 1006 of the Base Indenture with respect to the
Notes, the Company may, with respect to the 2029 Notes or 2032 Notes, also omit in a particular instance to comply with any term, provision or
condition set forth in Article 3 of this Supplemental Indenture, if, before or after the time for such compliance, the Holders of not less than a majority in
aggregate principal amount of the 2029 Notes or 2032 Notes, respectively, at the time Outstanding shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and, until such waiver becomes effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. Nothing in this Section 2.10 shall affect the
Company's requirement to comply with Section 513 of the Base Indenture with respect to waivers of past defaults under the Base Indenture.
Section 2.11. Defeasance. The Company may elect, at its option at any time, pursuant to Section 402 of the Base Indenture, to have Section 403 or
Section 404 in the Base Indenture, or both, apply to the 2029 Notes or 2032 Notes, respectively, or any principal amount thereof. Without in any way
limiting the applicability of Section 404 of the Base Indenture with respect to the Notes, upon the Company's exercise of its option to have Section 404
of the Base Indenture applied to all of the Outstanding 2029 Notes or 2032 Notes, (1) the Company shall also be deemed to be released from and may
omit to comply with its obligations under the covenants contained in Article 3 of this Supplemental Indenture with respect to the 2029 Notes or 2032
Notes, respectively, and (2) the failure to comply with any such obligation, covenant, restriction, term or other provision shall not constitute (and shall
be deemed not to be or result in) an Event of Default under Section 501(4) or Section 501(7) of the Base Indenture, in each case with respect to the 2029
Notes or 2032 Notes, respectively, on and after the date the conditions set forth in Section 405 of the Base Indenture are satisfied.
Section 2.12. Guarantees. None of the 2029 Notes or 2032 Notes shall be guaranteed by any Person.
ARTICLE 3
COVENANTS
Section 3.01. Additional Covenants. In addition to the covenants stated in Article Ten of the Base Indenture, the Notes will be subject to the
covenants set forth in Sections 3.03 and 3.04 below. For the avoidance of doubt, the covenants set forth in Sections 3.03 and 3.04 below are solely for
the benefit of the Holders of the 2029 Notes and 2032 Notes, and are not for the benefit of, or applicable to, any other debt securities issued under the
Base Indenture or any other supplemental indenture.
Section 3.02. Definitions. The following definitions shall be applicable to Sections 3.03 and 3.04 below:
5

"Attributable Debt" means, at the time of determination as to any lease, the present value (discounted at the actual rate, if stated, or, if no rate is
stated, the implicit rate of interest of such lease transaction as determined by the Company's Chairman, President or any Vice Chairman, the Company's
Chief Financial Officer, any Vice President, the Company's Treasurer or any Assistant Treasurer), calculated using the interval of scheduled rental
payments under such lease, of the obligation of the lessee for net rental payments during the remaining term of such lease (excluding any subsequent
renewal or other extension options held by the lessee). The term "net rental payments" means, with respect to any lease for any period, the sum of the
rental and other payments required to be paid in such period by the lessee thereunder, but not including, however, any amounts required to be paid by
such lessee (whether or not designated as rental or additional rental) on account of maintenance and repairs, insurance, taxes, assessments, water rates,
indemnities or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent
upon the amount of sales, earnings or profits or of maintenance and repairs, insurance, taxes, assessments, water rates, indemnities or similar charges;
provided, however, that, in the case of any lease which is terminable by the lessee upon the payment of a penalty in an amount which is less than the
total discounted net rental payments required to be paid from the later of the first date upon which such lease may be so terminated and the date of the
determination of net rental payments, "net rental payments" shall include the then current amount of such penalty from the later of such two dates, and
shall exclude the rental payments relating to the remaining period of the lease commencing with the later of such two dates.
"Consolidated Tangible Assets" means, on the date of determination, total assets less goodwill and other intangible assets of the Company and its
consolidated subsidiaries, in each case as set forth on the most recently available consolidated balance sheet of the Company and its subsidiaries in
accordance with generally accepted accounting principles in the United States.
"Debt" means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed.
"Manufacturing Subsidiary" means any Subsidiary (A) substantially all the property of which is located within the continental United States of
America, (B) which owns a Principal Domestic Manufacturing Property and (C) in which the Company's investment, direct or indirect and whether in
the form of equity, debt, advances or otherwise, is in excess of $2,500,000,000 as shown on the consolidated books of the Company as of the end of the
fiscal year immediately preceding the date of determination; provided, however, that "Manufacturing Subsidiary" shall not include any Subsidiary which
is principally engaged in leasing or in financing installment receivables or otherwise providing financial or insurance services to the Company or others
or which is principally engaged in financing the Company's operations outside the continental United States of America.
"Mortgage" means any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.
6

"Principal Domestic Manufacturing Property" means all real property located within the continental United States of America and constituting
part of any manufacturing plant or facility owned and operated by the Company or any Manufacturing Subsidiary, together with such manufacturing
plant or facility (including all plumbing, electrical, ventilating, heating, cooling, lighting and other utility systems, ducts and pipes attached to or
constituting a part thereof, but excluding all trade fixtures (unless such trade fixtures are attached to the manufacturing plant or facility in a manner that
does not permit removal therefrom without causing substantial damage thereto), business machinery, equipment, motorized vehicles, tools, supplies and
materials, security systems, cameras, inventory and other personal property and materials), unless, in the opinion of the Board of Directors of the
Company, such manufacturing plant or facility is not of material importance to the total business conducted by the Company and its consolidated
affiliates as an entity.
"Subsidiary" means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such
corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by the Company, or by one or
more Subsidiaries, or by the Company and one or more Subsidiaries.
Section 3.03. Limitation on Liens. For the benefit of the Notes, the Company will not, nor will the Company permit any Manufacturing Subsidiary
to, issue or assume any Debt secured by a Mortgage upon any Principal Domestic Manufacturing Property of the Company or any Manufacturing
Subsidiary or upon any shares of stock or indebtedness of any Manufacturing Subsidiary (whether such Principal Domestic Manufacturing Property,
shares of stock or indebtedness are now owned or hereafter acquired) without in any such case effectively providing concurrently with the issuance or
assumption of any such Debt that the Notes (together with, if the Company shall so determine, any other indebtedness of the Company or such
Manufacturing Subsidiary ranking equally with the Notes and then existing or thereafter created) shall be secured equally and ratably with such Debt,
unless the aggregate amount of Debt issued or assumed and so secured by Mortgages, together with all other Debt of the Company and its
Manufacturing Subsidiaries which (if originally issued or assumed at such time) would otherwise be subject to the foregoing restrictions, but not
including Debt permitted to be secured under clauses (i) through (vii) of the immediately following paragraph, does not at the time exceed 15% of the
Consolidated Tangible Assets of the Company.
The above restrictions shall not apply to Debt secured by:
(i) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Manufacturing
Subsidiary;
(ii) Mortgages on property existing at the time of acquisition thereof or to secure the payment of all or any part of the purchase or
construction price of property, or to secure Debt incurred for the purpose of financing all or part of the purchase or construction price of property
or the cost of improvements on property, which Debt is incurred prior to, at the time of, or within 180 days after the later of such acquisition or
completion of such improvements or construction or commencement of full operation of such property;
7