NAVIENT CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agreement Dated as of December 20, 2021Rights Agreement • December 20th, 2021 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
This Rights Agreement (this “Agreement”) is dated as of December 20, 2021, between Navient Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”).
NAVIENT CORPORATION Underwriting AgreementNavient Corp • May 4th, 2023 • 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”).
NAVIENT CORPORATION Underwriting AgreementUnderwriting Agreement • November 3rd, 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 11.500% Senior Notes due 2031 (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 Fifteenth Supplemental Indenture to be dated as of November 3, 2023 (the “Fifteenth Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
Navient Corporation 2014 Omnibus Incentive Plan Stock Option AgreementStock Option Agreement • April 27th, 2017 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
NAVIENT CORPORATION, as Company, and THE BANK OF NEW YORK MELLON, as Trustee FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of November 3, 2023 to INDENTURE Dated as of July 18, 2014 11.500% Senior Notes due 2031Indenture • November 3rd, 2023 • Navient Corp • Security brokers, dealers & flotation companies • New York
FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of November 3, 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”).
Navient Corporation 2014 Omnibus Incentive Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • April 27th, 2017 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan, amended and restated as of April 6, 2015 (the “Plan”), the Compensation and Personnel Committee (the “Committee”) of the Navient Corporation Board of Directors (the “Board”) hereby grants to (the “Grantee”) on February 6, 2017 (the “Grant Date”) an award (the “Award”) of Restricted Stock Units (“RSUs”), which represent the right to acquire shares of common stock of Navient Corporation (the “Corporation”) subject to the following terms and conditions of this Restricted Stock Unit Agreement (the “Agreement”):
Navient Corporation 2014 Omnibus Incentive Plan Performance Stock Unit AgreementStock Unit Agreement • April 26th, 2023 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan, amended and restated as of May 24, 2018 (the “Plan”), the Compensation and Human Resources Committee (the “Committee”) of the Navient Corporation Board of Directors (“Board”) hereby grants to ________________ (the “Grantee”) on _____________, 2023 (the “Grant Date”) an award (the “Award”) of __________ shares of Performance Stock Units (“PSUs”), which represent the right to acquire shares of common stock of Navient Corporation (the “Corporation”) subject to the following terms and conditions of this Performance Stock Unit Agreement (the “Agreement”):
TAX SHARING AGREEMENT BETWEEN NAVIENT CORPORATION AND NEW BLC CORPORATION DATED AS OF APRIL 29, 2014Tax Sharing Agreement • May 2nd, 2014 • Navient Corp • Security brokers, dealers & flotation companies • 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”).
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 • Navient Corp • Security brokers, dealers & flotation companies • 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.
NAVIENT CORPORATION 2014 OMNIBUS INCENTIVE PLAN INDEPENDENT DIRECTOR STOCK OPTION AGREEMENT – 2010Director Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies
In connection with the separation (the “Separation”) of the publicly-traded bank holding company pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) by and among Predecessor SLM, New BLC Corporation, which entity was renamed as of April 29, 2014 as SLM Corporation (“SLM BankCo”), and Navient Corporation (“NewCo”), SLM BankCo has assumed the SLM Plan.
May 2, 2019 Navient Corporation Wilmington, DE 19801 Ladies and Gentlemen:Navient Corp • May 3rd, 2019 • Security brokers, dealers & flotation companies • Delaware
Pursuant to this letter agreement (this “Agreement”) Canyon Capital Advisors LLC and the entities set forth in the signature pages hereto (other than the Company) (collectively, “Investor”) and Navient Corporation (the “Company”) (each of the Company and Investor, a “Party,” and collectively, the “Parties”) hereby agree as follows:
Navient Corporation 2014 Omnibus Incentive Plan Performance Stock Unit AgreementPerformance Stock Unit Agreement • April 27th, 2017 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan, amended and restated as of April 6, 2015 (the “Plan”), the Compensation and Personnel Committee (the “Committee”) of the Navient Corporation Board of Directors (“Board”) hereby grants to ________________ (the “Grantee”) on February 6, 2017 (the “Grant Date”) an award (the “Award”) of __________ shares of Performance Stock Units (“PSUs”), which represent the right to acquire shares of common stock of Navient Corporation (the “Corporation”) subject to the following terms and conditions of this Performance Stock Unit Agreement (the “Agreement”):
Navient Corporation 2014 Omnibus Incentive Plan Independent Director Restricted Stock AgreementRestricted Stock Agreement • April 28th, 2016 • Navient Corp • Security brokers, dealers & flotation companies
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan (the “Plan”), Navient Corporation (the “Corporation”) hereby grants to (the “Grantee”) shares of common stock of the Corporation, par value $0.01 (the “Restricted Stock”), on February 3, 2016 (the “Grant Date”) subject to the terms and conditions below. All capitalized terms used herein that are not defined shall have the meanings as set forth in the Plan.
NAVIENT CORPORATION, as the Guarantor NAVIENT LLC, as the Successor Company and THE BANK OF NEW YORK MELLON, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of April 29, 2014Navient Corp • June 1st, 2017 • Security brokers, dealers & flotation companies • New York
This Seventh Supplemental Indenture, dated as of April 29, 2014 (this “Supplemental Indenture”), among Navient Corporation (the “Guarantor”), Navient LLC (the “Successor Company”), and The Bank of New York Mellon (the “Trustee”) under the Indenture referred to below.
NAVIENT CORPORATION 2014 OMNIBUS INCENTIVE PLAN INDEPENDENT DIRECTOR STOCK OPTION AGREEMENT – 2011Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies
In connection with the separation (the “Separation”) of the publicly-traded bank holding company pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) by and among Predecessor SLM, New BLC Corporation, which entity was renamed as of April 29, 2014 as SLM Corporation (“SLM BankCo”), and Navient Corporation (“NewCo”), SLM BankCo has assumed the SLM Plan.
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”).
NOMINATION AND COOPERATION AGREEMENTNomination and Cooperation Agreement • April 18th, 2022 • Navient Corp • Security brokers, dealers & flotation companies
This Nomination and Cooperation Agreement (this “Agreement”), dated April 14, 2022 (the “Effective Date”), is by and among Navient Corporation, a Delaware corporation (the “Company”), Mr. Edward J. Bramson (the “Sherborne Designee”), Sherborne Investors Management LP and Newbury Investors LLC (together with Sherborne Investors Management LP and the Sherborne Designee, “Sherborne,” and together with the Company, the “Parties,” and each a “Party”).
Navient Corporation 2014 Omnibus Incentive Plan Stock Option Agreement Net- Settled, Time Vested Options—2011Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
In connection with the separation (the “Separation”) of the publicly-traded bank holding company pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) by and among Predecessor SLM, New BLC Corporation, which entity was renamed as of April 29, 2014 as SLM Corporation (“SLM BankCo”), and Navient Corporation (“NewCo”), SLM BankCo has assumed the SLM Plan.
Navient Corporation 2014 Omnibus Incentive Plan Performance Stock Unit AgreementStock Unit Agreement • May 1st, 2020 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan, amended and restated as of May 24, 2018 (the “Plan”), the Compensation and Personnel Committee (the “Committee”) of the Navient Corporation Board of Directors (“Board”) hereby grants to ________________ (the “Grantee”) on _____________, 2020 (the “Grant Date”) an award (the “Award”) of __________ shares of Performance Stock Units (“PSUs”), which represent the right to acquire shares of common stock of Navient Corporation (the “Corporation”) subject to the following terms and conditions of this Performance Stock Unit Agreement (the “Agreement”):
Navient Corporation 2014 Omnibus Incentive Plan Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 1st, 2020 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan, amended and restated as of May 24, 2018 (the “Plan”), the Compensation and Personnel Committee (the “Committee”) of the Navient Corporation Board of Directors (the “Board”) hereby grants to __________________ (the “Grantee”) on ______________, 2020 (the “Grant Date”) an award (the “Award”) of __________ Restricted Stock Units (“RSUs”), which represent the right to acquire shares of common stock of Navient Corporation (the “Corporation”) subject to the following terms and conditions of this Restricted Stock Unit Agreement (the “Agreement”):
Stock Option Agreement Navient Corporation 2014 Omnibus Incentive Plan Net- Settled, Price-Vested Options—2008Stock Option Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
In connection with the separation (the “Separation”) of the publicly-traded bank holding company pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) by and among Predecessor SLM, New BLC Corporation, which entity was renamed as of April 29, 2014 as SLM Corporation (“SLM BankCo”), and Navient Corporation (“NewCo”), SLM BankCo has assumed the SLM Plan.
EMPLOYEE MATTERS AGREEMENT BETWEEN SLM CORPORATION, NEW BLC CORPORATION AND NEW CORPORATION DATED AS OFEmployee Matters Agreement • February 28th, 2014 • New Corp • Security brokers, dealers & flotation companies • Delaware
THIS EMPLOYEE MATTERS AGREEMENT dated as of , 2014, among SLM Corporation, a Delaware Corporation (“Existing SLM”) New BLC Corporation, a Delaware corporation (“SLM BankCo”), and New 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.
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • January 28th, 2020 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of January, 2020, by and among Navient Corporation, a Delaware corporation (the “Purchaser”), and the entities set forth on the signature pages hereto (other than the Purchaser) (collectively, the “Sellers”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NAVIENT CORPORATION AND SLM CORPORATION DATED AS OF APRIL 29, 2014Transition Services Agreement • May 2nd, 2014 • Navient Corp • Security brokers, dealers & flotation companies
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”).
Navient Corporation 2014 Omnibus Incentive Plan Three-Year Bonus Restricted Stock Unit AgreementRestricted Stock Unit Agreement • April 30th, 2015 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan (the “Plan”), the Compensation and Personnel Committee (the “Committee”) of the Navient Corporation Board of Directors (the “Board”) hereby grants to (the “Grantee”) on February 18, 2015 (the “Grant Date”) an award (the “Award”) of shares of Bonus Restricted Stock Units (“Bonus RSUs”), which represent the right to acquire shares of common stock of Navient Corporation (the “Corporation”) subject to the following terms and conditions (this “Agreement”):
NAVIENT CORPORATION, as the Successor Company and THE BANK OF NEW YORK MELLON, as Trustee EIGHTH SUPPLEMENTAL INDENTURE Dated as of October 16, 2014Navient Corp • October 17th, 2014 • Security brokers, dealers & flotation companies • New York
This Eighth Supplemental Indenture, dated as of October 16, 2014 (this “Supplemental Indenture”), between Navient Corporation (the “Successor Company”) and The Bank of New York Mellon (the “Trustee”) under the Indenture referred to below.
TRANSITION SERVICES AGREEMENT BY AND BETWEEN NEW CORPORATION AND SLM CORPORATION DATED AS OF [—], 2014Transition Services Agreement • February 28th, 2014 • New Corp • Security brokers, dealers & flotation companies
This TRANSITION SERVICES AGREEMENT, dated as of [—], 2014 (this “Agreement”), is by and between New Corporation, a Delaware corporation (“NewCo”), 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 the date hereof, by and among Existing SLM, SLM BankCo and NewCo (as amended, modified or supplemented from time to time in accordance with its terms, the “Separation and Distribution Agreement”).
SIXTH SUPPLEMENTAL INDENTURE among SLM CORPORATION and THE BANK OF NEW YORK MELLON, AS TRUSTEE Dated as of October 15, 2008Supplemental Indenture • March 29th, 2016 • Navient Corp • Security brokers, dealers & flotation companies • New York
SIXTH SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of October 15, 2008, between SLM Corporation, a Delaware corporation (the “Company”) and The Bank of New York Mellon, as trustee (the “Trustee”) under the Indenture, dated as of October 1, 2000 (as amended through the date hereof, the “Indenture”). Unless otherwise specified, capitalized terms used in this Supplemental Indenture have the meaning assigned to them in the Indenture.
FIRST SUPPLEMENTAL INDENTURE between USA EDUCATION, INC. and THE CHASE MANHATTAN BANK Dated as of October 3, 2000 SENIOR NOTES DUE SEPTEMBER 16, 2002First Supplemental Indenture • March 29th, 2016 • Navient Corp • Security brokers, dealers & flotation companies • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of October 3, 2000 (the “SUPPLEMENTAL INDENTURE”), between USA Education, Inc., a Delaware corporation (the “COMPANY”), and The Chase Manhattan Bank, as trustee (the “TRUSTEE”) under the Indenture, dated as of October 1, 2000 between the Company and the Trustee (the “BASE INDENTURE” and, together with this Supplemental Indenture, the “INDENTURE”).
Navient Corporation 2014 Omnibus Incentive Plan Independent Director Stock Option Agreement 2013Navient Corp • August 1st, 2014 • Security brokers, dealers & flotation companies • Delaware
In connection with the separation (the “Separation”) of the publicly-traded bank holding company pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) by and among Predecessor SLM, New BLC Corporation, which entity was renamed as of April 29, 2014 as SLM Corporation (“SLM BankCo”), and Navient Corporation (“NewCo”), SLM BankCo has assumed the SLM Plan.
Navient Corporation 2014 Omnibus Incentive Plan Performance Stock Unit AgreementPerformance Stock Unit Agreement • April 30th, 2015 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan (the “Plan”), the Compensation and Personnel Committee (the “Committee”) of the Navient Corporation Board of Directors (“Board”) hereby grants to (the “Grantee”) on February 18, 2015 (the “Grant Date”) an award (the “Award”) of shares of Performance Stock Units (“PSUs”), which represent the right to acquire shares of common stock of Navient Corporation (the “Corporation”) subject to the following terms and conditions of this Performance Stock Unit Agreement (the “Agreement”):
Navient Corporation 2014 Omnibus Incentive Plan Independent Director Stock Award Agreement 2014Director Stock Award Agreement • August 1st, 2014 • Navient Corp • Security brokers, dealers & flotation companies
Pursuant to the terms and conditions of the Navient Corporation 2014 Omnibus Incentive Plan (the “Plan”), Navient Corporation (the “Corporation”) hereby grants to (the “Grantee”) shares of common stock of the Corporation, par value $0.01, on May 22, 2014 (the “Grant Date”), subject to the terms and conditions below. All capitalized terms used herein that are not defined shall have the meanings as set forth in the Plan.
NAVIENT, LLC as the Company NAVIENT CORPORATION as the Guarantor and THE BANK OF NEW YORK MELLON, as Trustee SEVENTH SUPPLEMENTAL INDENTURE Dated as of , 2014Navient Corp • March 27th, 2014 • Security brokers, dealers & flotation companies • New York
This Seventh Supplemental Indenture, dated as of , 2014 (this “Supplemental Indenture”), among Navient Corporation (the “Guarantor”), Navient, LLC (the “Company”), and the Bank of New York Mellon (the “Trustee”) under the Indenture referred to below.
11100 USA Parkway Fishers, IN 46037Separation and Release Agreement • July 20th, 2018 • Navient Corp • Security brokers, dealers & flotation companies • Indiana
In connection with the transaction (the “Transaction”) contemplated by the Asset Purchase Agreement entered into by and between Navient Solutions, LLC (the “Company”), a wholly owned subsidiary of Navient Corporation (“Navient”), and First Data Resources, LLC (the “Purchase Agreement”), you have indicated your intention to seek employment with First Data Corporation (“First Data”) on or following the Closing (as defined in the Purchase Agreement) of the Transaction, pursuant to the terms and conditions mutually agreed upon by you and First Data. Your last day of employment with the Company (and any other subsidiary or affiliate of Navient) is referred to herein as the “Separation Date.” The purpose of this letter (this “Letter Agreement”) is to confirm our mutual agreement that, in connection with the Transaction and subject to the Closing, your employment with the Company (and any other subsidiary or affiliate of Navient) will terminate effective as of the Separation Date and set fort
NAVIENT CORPORATION, as Company, and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of March 27, 2015 to INDENTURE Dated as of July 18, 2014 5.875% Senior Notes due 2021Second Supplemental Indenture • March 27th, 2015 • Navient Corp • Security brokers, dealers & flotation companies • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of March 27, 2015 (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”).
