0001193125-21-320582 Sample Contracts

NAVIENT CORPORATION Underwriting Agreement
Navient Corp • November 5th, 2021 • 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”), $750,000,000 principal amount of its 5.500% Senior Notes due 2029 (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 Thirteenth Supplemental Indenture to be dated as of November 4, 2021 (the “Thirteenth 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 THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of November 4, 2021 to INDENTURE Dated as of July 18, 2014 5.500% Senior Notes due 2029
Indenture • November 5th, 2021 • Navient Corp • Security brokers, dealers & flotation companies • New York

THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of November 4, 2021 (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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