USA EDUCATION, INC. $3,000,000,000 MEDIUM-TERM NOTES, SERIES A DISTRIBUTION AGREEMENTDistribution Agreement • October 30th, 2001 • Usa Education Inc • Personal credit institutions • New York
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of March 8, 1999, among SLM HOLDING CORPORATION, a Delaware corporation ("Parent"), EMRG ACQUISITION CORPORATION, a Delaware corporation ("Sub"), and a wholly-owned subsidiary of Parent, and ELECTRONIC...Merger Agreement • June 4th, 1999 • SLM Holding Corp • Finance services • Delaware
USA EDUCATION, INC. DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • June 18th, 2001 • Usa Education Inc • Personal credit institutions • New York
EXHIBIT 1.1 USA EDUCATION, INC. DEBT SECURITIES UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2001 • Usa Education Inc • Personal credit institutions • New York
SLM HOLDING CORPORATION REGISTRATION RIGHTS AGREEMENT Dated as of July 31, 2000 TABLE OF CONTENTSRegistration Rights Agreement • November 14th, 2000 • Usa Education Inc • Personal credit institutions • Delaware
1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is dated as of August 7, 1997 among the STUDENT LOAN MARKETING ASSOCIATION, a federally-chartered corporation ("Sallie Mae"), SLM Holding Corporation, a...Merger Agreement • August 14th, 1997 • SLM Holding Corp • Finance services • Delaware
Exhibit 4.5 USA EDUCATION, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT Dated as of February 21, 2001 TABLE OF CONTENTSRegistration Rights Agreement • February 23rd, 2001 • Usa Education Inc • Personal credit institutions • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 12th day of July, 1999, by and between Lawrence O'Toole, residing at 424 Main Street, Norwell, Massachusetts, 02061, ("Executive"), and SLM Holding...Employment Agreement • November 15th, 1999 • SLM Holding Corp • Finance services • Virginia
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 5th, 2000 • Usa Education Inc • Personal credit institutions • New York
DEBT SECURITIESUnderwriting Agreement • October 5th, 2000 • Usa Education Inc • Personal credit institutions • New York
EXHIBIT 1.1 SLM HOLDING CORPORATION 6.97% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES A UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 1999 • SLM Holding Corp • Finance services • New York
Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of the 30th day of June, 1998, by and between Anthony P. Dolanski, a resident of Malvern, Pennsylvania 19355 ("Executive"), and SLM Holding Corporation, a...Employment Agreement • March 29th, 1999 • SLM Holding Corp • Finance services • Virginia
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • June 18th, 2001 • Usa Education Inc • Personal credit institutions • New York
PRICING AGREEMENT ----------------- Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse First Boston Corporation As Representatives of the several Underwriters named in Schedule I hereto c/o Merrill Lynch & Co. Merrill...Pricing Agreement • June 18th, 2001 • Usa Education Inc • Personal credit institutions
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 27th, 2001 • Usa Education Inc • Personal credit institutions • New York
AND USA GROUP GUARANTEE SERVICES, INC.Purchase Agreement • August 14th, 2000 • Usa Education Inc • Personal credit institutions • Delaware
SLM Corporation Underwriting AgreementUnderwriting Agreement • November 1st, 2021 • SLM Corp • Personal credit institutions • New York
SLM Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (each an “Underwriter” and, collectively the “Underwriters”), for whom J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as representatives (the “Representatives”), an aggregate of $500,000,000 principal amount of the Notes of the Company (the “Securities”). The Securities will be issued pursuant to an indenture, dated as of June 17, 2015 (the “Base Indenture”), between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated as of April 5, 2017, between the Company and the Trustee, the “First Supplemental Indenture”), as further supplemented by that certain Second Supplemental Indenture, dated as of October 29, 2020 (the “Second Supplemental Indenture”), between the Company and the Trustee,
Issuer andIndenture • October 5th, 2000 • Usa Education Inc • Personal credit institutions • New York
USA EDUCATION, INC. DEBT SECURITIES UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 27th, 2001 • Usa Education Inc • Personal credit institutions • New York
SLM Corporation 2012 Omnibus Incentive Plan Bonus Restricted Stock Unit Term Sheet (Three-Year Restriction)Bonus Restricted Stock Unit Agreement • April 17th, 2019 • SLM Corp • Personal credit institutions • Delaware
This Bonus Restricted Stock Unit Term Sheet (this “Agreement”) further describes the terms of the Bonus RSUs granted to Grantee pursuant to the Bonus Restricted Stock Unit Grant Notice. The Bonus Restricted Stock Unit Grant Notice and the SLM Corporation 2012 Omnibus Incentive Plan (the “Plan”) are incorporated herein in their entirety.
SLM Corporation 2021 Omnibus Incentive Plan 2022 Restricted Stock Unit Term SheetRestricted Stock Unit Agreement • April 27th, 2022 • SLM Corp • Personal credit institutions • Delaware
This Restricted Stock Unit Term Sheet (this “Agreement”) further describes the terms of the RSUs granted to Grantee on February 18, 2022 (the “Grant Date”) pursuant to the Restricted Stock Unit Grant Notice. The Restricted Stock Unit Grant Notice and the SLM Corporation 2021 Omnibus Incentive Plan (the “Plan”) are incorporated herein in their entirety.
SLM Corporation 2012 Omnibus Incentive PlanIndependent Director Restricted Stock Agreement • July 21st, 2021 • SLM Corp • Personal credit institutions
Pursuant to the terms and conditions of the SLM Corporation 2012 Omnibus Incentive Plan (the “Plan”), SLM Corporation (the “Corporation”) hereby grants to _______________(the “Grantee”) _____ shares of common stock of the Corporation, par value $0.20 (the “Restricted Stock”), on June 8, 2021 (the “Grant Date”) subject to the terms and conditions below. All capitalized terms used herein that are not defined shall have the meanings as set forth in the Plan.
DIRECTOR’S INDEMNIFICATION AGREEMENTDirector’s Indemnification Agreement • February 27th, 2012 • SLM Corp • Personal credit institutions • Delaware
This Director’s Indemnification Agreement (“Agreement”) is made as of July 31, 2008 (the “Effective Date”) by and between SLM Corporation, a Delaware corporation (the “Company”), and J. Terry Strange who serves as a Director of the Company (“Indemnitee”).
SLM Corporation 2012 Omnibus Incentive Plan Net-Settled Options - Stock Option AgreementStock Option Agreement • May 3rd, 2013 • SLM Corp • Personal credit institutions • Delaware
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE, THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS...Indenture Note Transfer Agreement • December 21st, 2005 • SLM Corp • Personal credit institutions
** The period from and including the previous Interest Payment Date (or Original Issue Date, in the case of the first Interest Accrual Period) through the calendar day before the current Interest Payment Date (or Maturity Date, in the case of the last Interest Accrual Period).
SLM Corporation 2009-2012 Incentive Plan Stock Option Agreement Net-Settled, Time Vested Options — 2011Stock Option Agreement • February 28th, 2011 • SLM Corp • Personal credit institutions • Delaware
SEPARATION AND DISTRIBUTION AGREEMENT by and among SLM CORPORATION (Existing SLM), NEW BLC CORPORATION (SLM BankCo) and NAVIENT CORPORATION (Navient) Dated as of April 28, 2014Separation and Distribution Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 28, 2014 (this “Agreement”), is by and among SLM Corporation, a Delaware corporation (“Existing SLM”), New BLC Corporation, a Delaware corporation (“SLM BankCo”), and Navient Corporation, a Delaware corporation (“Navient”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.15 OF THE INDENTURE, THIS NOTE MAY BE TRANSFERRED IN WHOLE, BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE DEPOSITARY OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS...Indenture Note Transfer Agreement • November 20th, 2008 • SLM Corp • Personal credit institutions
SLM CORPORATION, a Delaware corporation (the “Company”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal amount shown above, on the Maturity Date shown above, and interest on the principal amount shown above at the rate per annum equal to the Initial Interest Rate shown above on the first Interest Payment Date shown above and thereafter at a rate determined in accordance with the provisions on the reverse of this Note, until the principal of this Note is fully paid or duly made available for payment.
TAX SHARING AGREEMENT BETWEEN NAVIENT CORPORATION AND NEW BLC CORPORATION DATED AS OF APRIL 29, 2014Tax Sharing Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions • Delaware
This TAX SHARING AGREEMENT, dated as of April 29, 2014 (this “Agreement”), is by and between Navient Corporation, a Delaware corporation (“Navient”) and New BLC Corporation, a Delaware corporation (“SLM BankCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement have the meanings set forth in the Separation and Distribution Agreement, dated as of April 28, 2014, by and among SLM Corporation, a Delaware corporation (“SLM”), SLM BankCo and Navient (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
SLM CORPORATION MEDIUM TERM NOTES, SERIES A AMENDED AND RESTATED DISTRIBUTION AGREEMENT Dated as of September 13, 2002Distribution Agreement • August 1st, 2003 • SLM Corp • Personal credit institutions • New York
SLM Corporation, formerly known as USA Education, Inc., a Delaware corporation (the "Company"), entered into a distribution agreement with the agents party thereto as of October 1, 2001, which distribution agreement was amended by amendments dated as of March 28, 2002 and August 20, 2002. The Company desires to amend further and restate the distribution agreement (the distribution agreement, as amended or supplemented from time to time, the "Distribution Agreement"). The Company proposes to continue to issue and sell, from time to time, its medium term debt securities (the "Notes") in an amount up to Thirteen Billion Dollars (U.S. $13,000,000,000) in the aggregate, plus increases from time to time under Rule 462(b) of the General Rules and Regulation s under the Securities Act of 1933, as amended, and agrees with each person serving as an agent under the Distribution Agreement (individually an "Agent" and collectively, the "Agents").
SLM Corporation 2021 Omnibus Incentive PlanRestricted Stock Agreement • July 26th, 2024 • SLM Corp • Personal credit institutions
Pursuant to the terms and conditions of the SLM Corporation 2021 Omnibus Incentive Plan (the “Plan”), SLM Corporation (the “Corporation”) hereby grants to _______________(the “Grantee”) _____ shares of common stock of the Corporation, par value $0.20 (the “Restricted Stock”), on June 18, 2024 (the “Grant Date”) subject to the terms and conditions below. All capitalized terms used herein that are not defined shall have the meanings as set forth in the Plan.
SLM CORPORATION EdNotesSM WITH MATURITIES OF 9 MONTHS OR MORE FROM DATE OF ISSUE SELLING AGENT AGREEMENTSelling Agent Agreement • January 28th, 2003 • SLM Corp • Personal credit institutions • New York
This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
USA EDUCATION, INC. Issuer and THE CHASE MANHATTAN BANK Trustee FORM OF INDENTUREIndenture • September 18th, 2000 • Usa Education Inc • Personal credit institutions • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2003 • SLM Corp • Personal credit institutions • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2003 by and among SLM Corporation, a Delaware corporation (“the Company”), and J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (collectively, the “Initial Purchasers”) pursuant to the Purchase Agreement, dated May 14, 2003 (the “Purchase Agreement”), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2005 • SLM Corp • Personal credit institutions • New York
SLM Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 4,000,000 shares (the “Shares”) of preferred stock, $0.20 par value per share (“Preferred Stock”), of the Company.
