FORM OF SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG SLM CORPORATION, NEW BLC CORPORATION AND NAVIENT CORPORATION DATED AS OFSeparation and Distribution Agreement • March 27th, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [—], 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.
TAX SHARING AGREEMENT BETWEEN NAVIENT CORPORATION AND NEW BLC CORPORATION DATED AS OF [—], 2014Tax Sharing Agreement • March 27th, 2014 • Navient Corp • Security brokers, dealers & flotation companies • Delaware
This TAX SHARING AGREEMENT, dated as of [—], 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 [—], 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”).
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.
