Santander Holdings USA, Inc. Underwriting AgreementUnderwriting Agreement • August 27th, 2013 • Santander Holdings USA, Inc. • National commercial banks • New York
Santander Holdings USA, Inc., a Virginia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), J.P. Morgan Securities LLC (“J.P. Morgan”), U.S. Bancorp Investments, Inc. (“U.S. Bancorp”), and Santander Investment Securities Inc. (“SISI” and, together with Merrill Lynch, J.P. Morgan, U.S. Bancorp and SISI, each an “Underwriter” and, collectively, the “Underwriters” or “you”) as set forth in Schedule I hereto an aggregate of $500,000,000 principal amount of the 3.450% Senior Notes due 2018 of the Company (the “Securities”). The Securities will be issued pursuant to the Senior Debt Indenture, dated as of April 19, 2011, between the Company and Deutsche Bank Trust Company, the trustee (the “Trustee”), as amended and supplemented by a supplemental indenture to be entered into between the Company and the Trustee (together, the “Indenture”).
