0001193125-18-189145 Sample Contracts

NAVIENT CORPORATION Underwriting Agreement
Underwriting Agreement • June 11th, 2018 • 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”), $500,000,000 principal amount of its 6.750% Senior Notes due 2026 (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 a Tenth Supplemental Indenture to be dated as of June 11, 2018 (the “Tenth Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

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NAVIENT CORPORATION, as Company, and THE BANK OF NEW YORK MELLON, as Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of June 11, 2018 to INDENTURE Dated as of July 18, 2014 6.750% Senior Notes due 2026
Tenth Supplemental Indenture • June 11th, 2018 • Navient Corp • Security brokers, dealers & flotation companies • New York

TENTH SUPPLEMENTAL INDENTURE, dated as of June 11, 2018 (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”).

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