TWENTY-FIFTH SUPPLEMENTAL INDENTURE
TWENTY-FIFTH SUPPLEMENTAL INDENTURE (this Twenty-Fifth Supplemental Indenture), dated as of June 1, 2020, between SANTANDER HOLDINGS USA, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the Company), having its principal office at 75 State Street, Boston, Massachusetts 02109, and Deutsche Bank Trust Company Americas, a New York banking corporation, having a corporate trust office at 60 Wall Street, 24
th Floor, New York, New York, 10005, as Trustee (the Trustee).
RECITALS OF THE COMPANY
WHEREAS, the Company and the Trustee executed and delivered an Indenture, dated as of April 19, 2011 (the Base Indenture) to provide for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness (the Securities);
WHEREAS, the Company amended the Base Indenture pursuant to the Eighth Supplemental Indenture, dated as of March 1, 2017, between the Company and the Trustee (the Eighth Supplemental Indenture, and the Base Indenture, as amended by the Eighth Supplemental Indenture and as supplemented by this Twenty-Fifth Supplemental Indenture, the Indenture);
WHEREAS, Sections 2.01, 3.01 and 9.01 of the Base Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, without the consent of any Holders, to, among other things, establish the terms of Securities of any series as permitted by the Indenture;
WHEREAS, the issuance and sale of $1,000,000,000 aggregate principal amount of a new series of the Securities of the Company designated as its 3.450% Senior Notes due 2025 (the Notes) have been authorized by resolutions adopted by the board of directors of the Company;
WHEREAS, the Company desires to issue and sell $1,000,000,000 aggregate principal amount of the Notes as of the date hereof;
WHEREAS, the Company desires to establish the terms of the Notes;
WHEREAS, all things necessary to make this Twenty-Fifth Supplemental Indenture a legal and binding supplement to the Base Indenture in accordance with its terms and the terms of the Base Indenture have been done;
WHEREAS, the Company has complied with all conditions precedent provided for in the Base Indenture relating to this Twenty-Fifth Supplemental Indenture; and
WHEREAS, the Company has requested that the Trustee execute and deliver this Twenty-Fifth Supplemental Indenture.