NAVIENT CORPORATION Underwriting AgreementUnderwriting Agreement • December 4th, 2017 • Navient Corp • Security brokers, dealers & flotation companies • New York
Navient Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are collectively acting as the representatives (the “Representatives”), $250,000,000 principal amount of its 6.500% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of July 18, 2014 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as amended by the Fifth Supplemental Indenture, dated as of March 7, 2017 (the “Fifth Supplemental Indenture”), as amended by a Ninth Supplemental Indenture to be dated as of December 4, 2017 (the “Ninth Supplemental Indenture” and together with the Base Indenture and the Fifth Supplemental Indenture, the “Indenture”). The terms of the Securities, other than their issue date and public offering price, will be identical to the terms of the $750,000,000 principal amount of
NAVIENT CORPORATION, as Company, and THE BANK OF NEW YORK MELLON, as Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of December 4, 2017 to INDENTURE Dated as of July 18, 2014Indenture • December 4th, 2017 • Navient Corp • Security brokers, dealers & flotation companies • New York
NINTH SUPPLEMENTAL INDENTURE, dated as of December 4, 2017 (this “Supplemental Indenture”), between Navient Corporation, a Delaware corporation (the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”).
