Santander Holdings USA, Inc. Underwriting AgreementUnderwriting Agreement • April 17th, 2015 • 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 Barclays Capital Inc. (“Barclays”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Santander Investment Securities Inc. (“SIS” and, together with Barclays and Merrill Lynch, each an “Underwriter” and, collectively, the “Underwriters” or “you”) as set forth in Schedule I hereto an aggregate of $1,000,000,000 principal amount of the 2.650% Senior Notes due 2020 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”).
