SEPARATION AND DISTRIBUTION AGREEMENT by and among SLM CORPORATION (Existing SLM), NEW BLC CORPORATION (SLM BankCo) and NAVIENT CORPORATION (Navient) Dated as of April 28, 2014Separation and Distribution Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 28, 2014 (this “Agreement”), is by and among SLM Corporation, a Delaware corporation (“Existing SLM”), New BLC Corporation, a Delaware corporation (“SLM BankCo”), and Navient Corporation, a Delaware corporation (“Navient”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
TAX SHARING AGREEMENT BETWEEN NAVIENT CORPORATION AND NEW BLC CORPORATION DATED AS OF APRIL 29, 2014Tax Sharing Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions • Delaware
This TAX SHARING AGREEMENT, dated as of April 29, 2014 (this “Agreement”), is by and between Navient Corporation, a Delaware corporation (“Navient”) and New BLC Corporation, a Delaware corporation (“SLM BankCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement have the meanings set forth in the Separation and Distribution Agreement, dated as of April 28, 2014, by and among SLM Corporation, a Delaware corporation (“SLM”), SLM BankCo and Navient (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation Agreement”).
AMENDED AND RESTATED LOAN SERVICING AND ADMINISTRATION AGREEMENTLoan Servicing and Administration Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions • Delaware
This AMENDED AND RESTATED LOAN SERVICING AND ADMINISTRATION AGREEMENT (together with all schedules and attachments hereto, the “Servicing Agreement”), effective as of April 30, 2014 (the “Effective Date”), between SALLIE MAE BANK (the “Bank”) and NAVIENT SOLUTIONS, INC. (herein called the “Servicer”).
EMPLOYEE MATTERS AGREEMENT between NEW BLC CORPORATION and NAVIENT CORPORATION dated as of April 28, 2014Employee Matters Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions • Delaware
THIS EMPLOYEE MATTERS AGREEMENT dated as of April 28, 2014, between New BLC Corporation, a Delaware corporation (“SLM BankCo”), and Navient Corporation, a Delaware corporation (“NewCo”). SLM BankCo and NewCo are sometimes referred to herein, individually, as a “Party,” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Article I hereof.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NAVIENT CORPORATION AND SLM CORPORATION DATED AS OF APRIL 29, 2014Transition Services Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions
This TRANSITION SERVICES AGREEMENT, dated as of April 29, 2014 (this “Agreement”), is by and between Navient Corporation, a Delaware corporation (“Navient”), and SLM Corporation, a Delaware corporation (“SLM BankCo”). Unless otherwise defined in this Agreement, all capitalized terms used in this Agreement shall have the meaning set forth in the Separation and Distribution Agreement, dated as of April 28, 2014, by and among Existing SLM, SLM BankCo and Navient (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).
AGREEMENT AND PLAN OF MERGER by and among SLM CORPORATION (Existing SLM) NEW BLC CORPORATION (SLM BankCo) and NAVIENT, LLC (Merger Sub) Dated as of April 28, 2014Merger Agreement • May 2nd, 2014 • SLM Corp • Personal credit institutions • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 28, 2014, is entered into by and among SLM CORPORATION, a Delaware corporation (“Existing SLM”), NEW BLC CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Existing SLM (“SLM BankCo”), and NAVIENT, LLC, a Delaware limited liability company and a wholly-owned subsidiary of SLM BankCo (“Merger Sub”).
