0001193125-23-136014 Sample Contracts

NAVIENT CORPORATION Underwriting Agreement
Underwriting Agreement • May 4th, 2023 • 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 9.375% Senior Notes due 2030 (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 Fourteenth Supplemental Indenture to be dated as of May 4, 2023 (the “Fourteenth 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 FOURTEENTH SUPPLEMENTAL INDENTURE Dated as of May 4, 2023 to INDENTURE Dated as of July 18, 2014 9.375% Senior Notes due 2030
Supplemental Indenture • May 4th, 2023 • Navient Corp • Security brokers, dealers & flotation companies • New York

FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of May 4, 2023 (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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