SLM Corporation Underwriting AgreementUnderwriting Agreement • October 29th, 2020 • 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 RBC Capital Markets, 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, to be dated as of October 29, 2020 (the “Second Supplemental Indenture”), between the Company and the T
ContractGlobal Security Note • October 29th, 2020 • SLM Corp • 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.
SLM CORPORATION AND DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of October 29, 2020 to the INDENTURE Dated as of June 17, 2015Second Supplemental Indenture • October 29th, 2020 • SLM Corp • Personal credit institutions • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 29, 2020, is between SLM CORPORATION, a Delaware corporation (the “Company”), and Deutsche Bank National Trust Company, a national banking association (the “Trustee”).
