SLM Corporation Underwriting AgreementUnderwriting Agreement • April 5th, 2017 • 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 J.P. Morgan Securities LLC and RBC Capital Markets, LLC (each an “Underwriter” and, collectively the “Underwriters”), an aggregate of $200,000,000 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, to be dated as of April 5, 2017 (the “First Supplemental Indenture”), between the Company and the Trustee. The Base Indenture as supplemented by the First Supplemental Indenture is referred to herein as the “Indenture”. As used herein, the term “subsidiaries” refers to all subsidiaries of the Company, including, without limitation, Sallie Mae Bank.
ContractSLM Corp • April 5th, 2017 • Personal credit institutions
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.
