Obligation General Motors Inc. 2.9% ( US37045XCV64 ) en USD

General Motors Inc.

99.942 % ▲

Etats-unis

US37045XCV64 ( en USD )

2.9% par an ( paiement semestriel )

26/02/2025 - Obligation échue

Prospectus brochure de l'obligation General Motors Co US37045XCV64 en USD 2.9%, échue

2 000 USD

1 250 000 000 USD

37045XCV6

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

General Motors Co. est un constructeur automobile multinational américain qui conçoit, fabrique et vend des véhicules sous diverses marques, notamment Chevrolet, Buick, GMC et Cadillac.

L'Obligation émise par General Motors Inc. ( Etats-unis ) , en USD, avec le code ISIN US37045XCV64, paye un coupon de 2.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 26/02/2025

L'Obligation émise par General Motors Inc. ( Etats-unis ) , en USD, avec le code ISIN US37045XCV64, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par General Motors Inc. ( Etats-unis ) , en USD, avec le code ISIN US37045XCV64, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
SEC File No. 333-235468

Proposed
Maximum
Title of Each Class of
Aggregate
Amount of
Securities to Be Registered

Offering Price

Registration Fee(1)
2.900% Senior Notes due 2025

$1,250,000,000

$162,250

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, at the statutory rate of $129.80 per
$1,000,000 of securities registered and relates to the Registration Statement on Form S-3 (No. 333-235468) filed by General Motors Financial
Company, Inc. on December 12, 2019.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 12, 2019)
$1,250,000,000

GENERAL MOTORS FINANCIAL COMPANY, INC.
$1,250,000,000 2.900% Senior Notes due 2025

We are offering $1,250,000,000 aggregate principal amount of our 2.900% senior notes due 2025 (the "Notes").
We will pay interest on the Notes semi-annually in arrears on February 26 and August 26 of each year, commencing on August 26, 2020. Interest
will accrue on the Notes from the date of original issuance. The Notes will mature on February 26, 2025.
At our option, we may redeem the Notes offered hereby, in whole or in part, at any time and from time to time before their maturity, at the
redemption prices set forth under "Description of the Notes--Optional Redemption."
The Notes will be our unsecured senior obligations. The Notes will rank senior in right of payment to all of our existing and future indebtedness and
other obligations that are expressly subordinated in right of payment to the Notes; pari passu in right of payment with all of our existing and future
indebtedness that is not so subordinated, including, without limitation, our other senior notes; effectively junior to any of our secured indebtedness and
other secured obligations to the extent of the assets securing such indebtedness or other secured obligations; and effectively junior to any liabilities of our
subsidiaries.
We do not intend to apply for listing of the Notes on any securities exchange or for inclusion of the Notes in any automated quotation system.
Currently there is no public market for the Notes.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a
criminal offense.

Per Note

Total

Public offering price(1)
99.874%
$ 1,248,425,000
Underwriting discounts
0.350%
$
4,375,000
Proceeds, before expenses, to us
99.524%
$ 1,244,050,000
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(1) Plus accrued interest, if any, from the date of original issuance.
The underwriters expect to deliver the Notes to the purchasers in book-entry only form through the facilities of The Depository Trust Company,
including its participants Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, on or about January 9, 2020.

Joint Book-Running Managers

BofA Securities
Bradesco BBI
Citigroup
Deutsche Bank
J.P. Morgan
NatWest Markets

Securities

Co-Managers

CIBC Capital
Santander
SunTrust Robinson
CastleOak Securities, L.P.
Ramirez & Co., Inc.
Markets

Humphrey

The date of this prospectus supplement is January 6, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
PROSPECTUS SUPPLEMENT SUMMARY
S-1
RISK FACTORS
S-4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-5
USE OF PROCEEDS
S-6
DESCRIPTION OF THE NOTES
S-7
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-14
CERTAIN ERISA CONSIDERATIONS
S-20
UNDERWRITING
S-22
LEGAL MATTERS
S-28
EXPERTS
S-28
WHERE YOU CAN FIND MORE INFORMATION
S-28
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-28
Prospectus

ABOUT THIS PROSPECTUS
1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
2
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
2
THE COMPANY
4
RISK FACTORS
5
USE OF PROCEEDS
10
DESCRIPTION OF PREFERRED STOCK
11
DESCRIPTION OF DEBT SECURITIES
13
GLOBAL SECURITIES
23
PLAN OF DISTRIBUTION
28
LEGAL MATTERS
29
EXPERTS
29
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes certain matters relating to us and the specific terms
of this offering of Notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference
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in this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information
about securities we may offer from time to time.
We have not, and the underwriters have not, authorized anyone to provide you with information other than that contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus prepared by or on behalf of us or to which we have
referred you. Neither we nor the underwriters take any responsibility for, or provide any assurances as to the reliability of, any other information that others
may give you. The information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by or on
behalf of us or to which we have referred you is accurate as of their respective dates. The information in documents incorporated by reference in this
prospectus supplement and the accompanying prospectus is accurate as of the respective dates of those documents. To the extent the information contained
in this prospectus supplement differs or varies from the information contained in the accompanying prospectus, the information in this prospectus
supplement will control. To the extent the information contained in this prospectus supplement differs or varies from the information contained in a
document we have incorporated by reference into this prospectus supplement or the accompanying prospectus, you should rely on the information in the
more recent document.
Before you decide to invest in the Notes, you should carefully read this prospectus supplement, the accompanying prospectus, the registration
statement described in the accompanying prospectus (including the exhibits thereto), any applicable free writing prospectuses and the documents
incorporated by reference into this prospectus supplement and the accompanying prospectus. The incorporated documents are described in this prospectus
supplement under the caption "Incorporation of Certain Documents by Reference."
We are not making offers to sell the Notes or soliciting offers to purchase the Notes in any jurisdiction in which such an offer or solicitation is not
authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or
solicitation.

S-i
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained elsewhere, or incorporated by reference, in this prospectus supplement and the
accompanying prospectus and may not contain all of the information that may be important to you. You should carefully read this together with the
entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference, including the "Risk Factors" section, and
our financial statements and the notes to those financial statements.
Overview
General Motors Financial Company, Inc. (sometimes referred to as "we," "us," "our" or "our company") is the wholly owned captive finance
subsidiary of General Motors Company ("GM") and a global provider of automobile financing solutions. We offer automobile loans and leases and
commercial dealer loans throughout many different regions, subject to local regulations and market conditions. We evaluate our business in two
operating segments: North America (the "North America Segment") and international (the "International Segment"). The North America Segment
includes our operations in the United States and Canada. The International Segment includes our operations in all other countries.
Corporate Information
We were incorporated in Texas on May 18, 1988, and succeeded to the business, assets and liabilities of a predecessor corporation formed under
the laws of Texas on August 1, 1986. Our predecessor began operations in March 1987, and the business has been operated continuously since that
time. Our principal executive offices are located at 801 Cherry Street, Suite 3500, Fort Worth, Texas 76102, and our telephone number is (817)
302-7000.

S-1
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The Offering
The following summary is provided solely for your convenience. This summary is not intended to be complete. You should read the full text and
more specific details about the Notes and this offering contained elsewhere in this prospectus supplement and the accompanying prospectus. For a
more detailed description of the Notes and the Indenture (as defined below), see "Description of the Notes" in this prospectus supplement and
"Description of Debt Securities" in the accompanying prospectus.

Issuer
General Motors Financial Company, Inc.

Securities Offered
$1,250,000,000 aggregate principal amount of 2.900% senior notes due 2025.

Maturity Dates
The Notes will mature on February 26, 2025.

Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on February 26 and August 26
of each year, commencing on August 26, 2020.

Interest
Interest on the Notes will accrue at a rate of 2.900% per annum.

Ranking
The Notes will be our unsecured senior obligations. The Notes will rank senior in right of
payment to all of our existing and future indebtedness and other obligations that are
expressly subordinated in right of payment to the Notes; pari passu in right of payment with
all of our existing and future indebtedness that is not so subordinated; effectively junior to
any of our secured indebtedness and other secured obligations to the extent of the assets
securing such indebtedness or other secured obligations; and effectively junior to any
liabilities of our subsidiaries.
We and our subsidiaries have a significant amount of outstanding indebtedness. For a
description of such indebtedness, see notes 6, 7 and 9 to our unaudited condensed
consolidated financial statements included in our Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2019.

Certain Covenants
We will issue the Notes under the Indenture, which will contain covenants limiting our
ability to sell all or substantially all of our assets or merge or consolidate with or into other
companies and limiting our and our restricted subsidiaries' ability to incur certain liens.
These covenants are subject to a number of important limitations and exceptions, and in
many circumstances may not significantly restrict our or our subsidiaries' ability to take the
actions described above. For more details, see "Description of the Notes--Certain
Covenants."

Optional Redemption
At our option, we may redeem the Notes, in whole or in part from time to time, at the
redemption prices set forth under "Description of the Notes--Optional Redemption."

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Form and Denomination
The Notes will be issued in fully registered form and will be represented by global securities
without interest coupons. The global securities will be deposited with a custodian for, and
registered in the name of a nominee of, The Depository Trust Company ("DTC") in New
York, New York. Investors may elect to hold interests in the global securities through DTC
and its direct or indirect participants as described under "Global Securities--Book-Entry,
Delivery and Form" in the accompanying prospectus. The Notes will be issued in minimum
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Use of Proceeds
We estimate that the net proceeds from this offering will be approximately $1.24 billion,
after deducting the underwriting discounts and the estimated expenses of this offering. The
net proceeds from this offering will be added to our general funds and will be available for
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general corporate purposes. See "Risk Factors" and "Use of Proceeds."

Further Issuances
The Indenture does not limit the amount of other debt that we may incur. We reserve the
right, from time to time and without the consent of any holders of the Notes, to re-open the
Notes on terms identical in all respects to the outstanding Notes (except for the date of
issuance, the date interest begins to accrue and, in certain circumstances, the first interest
payment date), so that such additional Notes will be consolidated with, form a single series
with and increase the aggregate principal amount of the Notes. See "Description of the Notes
--Further Issuances."

Absence of a Public Market for the Notes
The Notes will be a new issue of securities for which there is no established market.
Accordingly, there can be no assurance that any market for the Notes will develop or as to
the liquidity of any market that may develop. We have been advised by certain of the
underwriters that they intend to make a market in the Notes. However, they are not obligated
to do so and any market-making with respect to the Notes may be discontinued without
notice. See "Underwriting."

Governing Law
The Indenture and the Notes will be governed by the laws of the State of New York.

Risk Factors
Investing in the Notes involves substantial risks. You should carefully consider the risk
factors set forth or referred to under the caption "Risk Factors" in this prospectus
supplement, the accompanying prospectus and our Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, as well as the other reports we file from time to time
with the Securities and Exchange Commission (the "SEC") that are incorporated by reference
in this prospectus supplement and the accompanying prospectus.

S-3
Table of Contents
RISK FACTORS
Any investment in the Notes involves a high degree of risk. You should carefully consider all of the information contained or incorporated by
reference into this prospectus supplement and the accompanying prospectus before deciding whether to purchase the Notes, including the risks under the
heading "Risk Factors" in the accompanying prospectus and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as well as
the other reports we file from time to time with the SEC that are incorporated by reference herein. The risks and uncertainties described in the
accompanying prospectus and in the incorporated documents are not the only risks and uncertainties that we face. Additional risks and uncertainties not
presently known to us or that we currently deem immaterial may also impair our business operations. If any of these risks actually occurs, our business,
financial condition and results of operations could be materially adversely affected. The risks discussed in the accompanying prospectus and in the
incorporated documents also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-
looking statements. See "Special Note Regarding Forward-Looking Statements" in this prospectus supplement.

S-4
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
We make "forward-looking statements" throughout this prospectus supplement, including the documents incorporated herein by reference. Whenever
you read a statement that is not simply a statement of historical fact (such as when we use words such as "believe," "expect," "intend," "plan," "may,"
"likely," "should," "estimate," "continue," "future" or "anticipate" and other comparable expressions), you must remember that our expectations may not
be correct, even though we believe they are reasonable. These forward-looking statements are subject to many assumptions, risks and uncertainties that
could cause actual results to differ significantly from historical results or from those anticipated by us. We do not guarantee that any future transactions or
events described in this prospectus supplement will happen as described or that they will happen at all. You should read this prospectus supplement
completely and with the understanding that actual future results may be materially different from what we expect.
All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. In this connection,
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investors should consider the risks described herein and should not place undue reliance on any forward-looking statements. In evaluating these statements,
you should specifically consider the risks referred to under the heading "Risk Factors" in this prospectus supplement, and in the reports we file from time
to time with the SEC and incorporate by reference herein.
We assume no responsibility for updating forward-looking information contained herein or in other reports we file with the SEC, and do not update
or revise any forward-looking information, except as required by federal securities laws, whether as a result of new information, future events or otherwise.

S-5
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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $1.24 billion, after deducting underwriting discounts and the estimated
expenses of this offering. The net proceeds from this offering will be added to our general funds and will be available for general corporate purposes.

S-6
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DESCRIPTION OF THE NOTES
General
We will issue the Notes pursuant to an indenture (as amended and supplemented to the date hereof, the "Base Indenture"), dated as of October 13,
2015, between us and Wells Fargo Bank, National Association, as trustee (the "Trustee"), as supplemented by the thirty-sixth supplemental indenture
thereto (the "Supplemental Indenture," and, together with the Base Indenture, the "Indenture"), to be dated on or about January 9, 2020, between us and the
Trustee. The Notes will be issued as a separate series of debt securities under the Indenture, and will be treated as such for all purposes under the
Indenture, including, without limitation, waivers, amendments and redemptions.
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 (the "Trust Indenture Act"). The Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the Trust Indenture Act
for a statement thereof. This "Description of the Notes" and the section entitled "Description of Debt Securities" in the accompanying prospectus
summarize certain material provisions of the Indenture, but do not purport to be complete and are qualified in their entirety by reference to the Indenture.
This "Description of the Notes" supplements the "Description of Debt Securities" in the accompanying prospectus and, to the extent it is inconsistent,
replaces such description in the accompanying prospectus. The definitions of certain terms used in the following summary are set forth below under "--
Certain Definitions." For purposes of this summary, the terms "we," "us," "our" and "our company" refer only to General Motors Financial Company, Inc.
and not to any of its Subsidiaries or affiliates.
Ranking
The Notes will be our general unsecured obligations and will rank:

·
senior in right of payment to all of our existing and future indebtedness and other obligations that are expressly subordinated in right of

payment to the Notes;

·
pari passu in right of payment with all of our existing and future indebtedness that is not so subordinated, including, without limitation, our

other senior notes;

·
effectively junior to any of our secured indebtedness and other secured obligations to the extent of the assets securing such indebtedness or

other secured obligations; and

·
effectively junior to any liabilities of our Subsidiaries, including Receivables Entities.
The Notes will not be guaranteed by any of our Subsidiaries or affiliates or any other person, and will rank effectively junior to our and our
Subsidiaries' indebtedness and other obligations under Bank Lines, Residual Funding Facilities and any Permitted Receivables Financing, and certain
obligations under Credit Enhancement Agreements. See "Risk Factors--Risks Related to Debt Securities--None of our subsidiaries are guarantors of any
debt securities, and therefore any debt securities will be structurally subordinated to the liabilities of our subsidiaries" and "Risk Factors--Risks Related to
Debt Securities--Although certain debt securities are referred to as "senior notes," such debt securities are effectively subordinated to the rights of our
existing and future secured creditors" in the accompanying prospectus. In addition, our operations are conducted through our Subsidiaries and, therefore,
we are dependent upon the cash flows of our Subsidiaries to meet our obligations, including our obligations under the Notes. See "Risk Factors--Risks
Related to Securities--To service our debt and other obligations, we will require a significant amount of cash. Our ability to generate cash depends on
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many factors" in the accompanying prospectus. We and our Subsidiaries have a significant amount of outstanding Indebtedness. For a description of such
Indebtedness, including Indebtedness of our Receivables Entities and guarantees provided by us to our Subsidiaries, see notes 6, 7 and 9 to our unaudited
condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019.

S-7
Table of Contents
Further Issuances
The Indenture does not limit the amount of other debt that we may incur. We may, from time to time, without the consent of the holders of the Notes,
issue other debt securities under the Base Indenture in addition to the Notes. We reserve the right, from time to time and without the consent of any holders
of Notes, to re-open the Notes on terms identical in all respects to the outstanding Notes (except for the date of issuance, the date interest begins to accrue
and, in certain circumstances, the first interest payment date), so that such additional Notes will be consolidated with, form a single series with and increase
the aggregate principal amount of the Notes; provided that if any additional notes issued are not fungible with the Notes for U.S. federal income tax
purposes, the additional notes will have a separate CUSIP number.
Principal, Maturity and Interest
We will initially issue an aggregate principal amount of $1,250,000,000 of the Notes.
Principal, premium, if any, and interest, if any, on the Notes will be payable at the office or agency we designate for such purpose within the City
and State of New York. We will make payments of principal, premium, if any, and interest, if any, in respect of the Notes in book-entry form to DTC in
immediately available funds, while disbursement of such payments to owners of beneficial interests in Notes in book-entry form will be made in
accordance with the procedures of DTC and its participants in effect from time to time. Unless otherwise designated by us, our office or agency in New
York will be the office of the Trustee maintained for such purpose. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
The Notes will mature on February 26, 2025 (unless earlier redeemed). Interest on the Notes will accrue at the rate of 2.900% per annum and will be
payable semi-annually in arrears on February 26 and August 26 of each year, commencing on August 26, 2020, and at maturity (each a "fixed rate interest
payment date"), to holders of record of the Notes on the date that is 15 calendar days prior to such interest payment date.
Interest on the Notes will accrue from and including the most recent fixed rate interest payment date or, if no interest has been paid, from the
settlement date of the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. If any fixed rate interest
payment date, stated maturity date or earlier redemption date for the Notes falls on a day that is not a Business Day, we will make the required payment of
principal, premium, if any, and interest, if any, on the next succeeding Business Day, and no interest will accrue on the amount so payable for the
intervening period.
Optional Redemption
Prior to the Par Call Date, we may redeem the Notes, in whole or in part from time to time, at a redemption price equal to the greater of the
following amounts, plus accrued and unpaid interest thereon to, but excluding, the date of redemption:

(i)
100% of the principal amount of the Notes to be redeemed; and

(ii)
as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the

Notes being redeemed (exclusive of interest accrued and unpaid as of the date of redemption), discounted to the date of redemption on a semi-
annual basis at the Treasury Rate (as defined below) plus 20 basis points.
On or after the Par Call Date, we may redeem the Notes, in whole or in part from time to time, at a redemption price equal to 100% of the principal
amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable 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.

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At least 30 days, but not more than 60 days, before a redemption date, we will send or cause to be sent a notice of redemption to each holder of the
Notes to be redeemed. The notice of redemption for such Notes will state, among other things, the amount and series of Notes to be redeemed, the
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redemption date, the redemption price and that, unless we default in making such redemption payment, interest on such Notes called for redemption ceases
to accrue on and after the redemption date. Once notice of redemption is sent, the Notes called for redemption will become due and payable on the
redemption date at the applicable redemption price.
If money sufficient to pay the redemption price of the Notes to be redeemed on the redemption date is deposited with the Trustee or paying agent on
or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, interest will cease to accrue on such Notes
called for redemption.
The redemption prices will be calculated assuming a 360-day year consisting of twelve 30-day months. For purposes of calculating the redemption
prices, the following terms will have the meanings set forth below.
"Comparable Treasury Issue" means the 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 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.
"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.
"Par Call Date" means January 26, 2025 (the date that is one month prior to the stated maturity date for the Notes).
"Quotation Agent" means a Reference Treasury Dealer appointed by us.
"Reference Treasury Dealer" means (i) any of BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan
Securities LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities
dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury
Dealer(s) selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Quotation Agent, 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.
"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, calculated by the Quotation Agent on the third Business Day preceding the redemption date, 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.
If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected according to DTC procedures, in the case of Notes
represented by a global security, or by lot, in the case of Notes that are not represented by a global security.
We may at any time, and from time to time, purchase Notes at any price or prices by means other than a redemption, whether by tender offer, open-
market purchases, negotiated transactions or otherwise.

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Mandatory Redemption
We are not required to make mandatory redemption or sinking fund payments with respect to the Notes.
Certain Covenants
In addition to the covenants described under "Description of Debt Securities--Certain Covenants" in the accompanying prospectus, the Notes will be
subject to the following restrictive covenant:
Liens
The Indenture will provide that we will not, and will not permit any of our Restricted Subsidiaries to, create, incur or assume any Lien of any kind
(other than Permitted Liens) upon any of our or their property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and
the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations giving rise to such Lien are no longer
secured by a Lien.
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Certain Definitions
Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition has been provided.
"Bank Lines" means, with respect to us or any of our Restricted Subsidiaries, one or more debt facilities with banks or other lenders providing for
revolving credit loans and/or letters of credit.
"Board of Directors" means our board of directors or any committee of that board duly authorized to act generally or in any particular respect for us
under the Indenture.
"Business Day" means any day other than a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or
obligated by law, regulation or executive order to remain closed.
"Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of corporate stock, (iii) in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited) and (iv) any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person.
"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
our company and our consolidated Subsidiaries, all as set forth in the most recent balance sheet of our company and our consolidated Subsidiaries prepared
in accordance with GAAP.
"Credit Enhancement Agreements" means, collectively, any documents, instruments, guarantees or agreements entered into by us, any of our
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.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, including those set forth in
the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant
segment of the accounting profession, consistently applied.

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"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.
"Indebtedness" means, with respect to any Person, without duplication, any indebtedness of such Person in respect of borrowed money or evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), except any such balance that
constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness (other than letters of credit) would appear as a
liability upon a balance sheet of such Person prepared in accordance with GAAP (but does not include contingent liabilities which appear only in a footnote
to a balance sheet).
"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction ("UCC")).
"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.
"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;

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(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 Bank Lines or guarantees thereof;

(v)
Liens on spread accounts, reserve accounts and other credit enhancement assets, Liens on the Capital Stock of our Subsidiaries,
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 our company or any of our Subsidiaries (but
excluding Capital Stock of another Person); provided that any such Lien may not extend to any other property owned by our company or

any of our 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;

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(x)
Liens in favor of us or any of our Subsidiaries;

(xi)
Liens of our company or any Restricted Subsidiary of our 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 use in the operation of the business of such Person;

(xvi)
Liens on equipment of our company or any of our 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 us 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.
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