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,
ContractGlobal Security Note • November 1st, 2021 • 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 THIRD SUPPLEMENTAL INDENTURE Dated as of November 1, 2021 to the INDENTURE Dated as of June 17, 2015Third Supplemental Indenture • November 1st, 2021 • SLM Corp • Personal credit institutions • New York
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 1, 2021, is between SLM CORPORATION, a Delaware corporation (the “Company”), and Deutsche Bank National Trust Company, a national banking association (the “Trustee”).
