ONEMAIN HOLDINGS, INC. (a Delaware corporation) 4,179,678 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February 21, 2018Underwriting Agreement • February 26th, 2018 • OneMain Holdings, Inc. • Personal credit institutions • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • OneMain Holdings, Inc. • Personal credit institutions • New York
OneMain Holdings, Inc., a Delaware corporation (the “Company”), and OMH (ML), L.P. and V-OMH (ML) II, L.P. (each, a “Selling Stockholder” and together, the “Selling Stockholders”), confirm their respective agreements with you and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Stockholders and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 1,200,000 additional sh
UNDERWRITING AGREEMENTUnderwriting Agreement • November 4th, 2024 • OneMain Holdings, Inc. • Personal credit institutions • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2018 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;
SPRINGLEAF HOLDINGS, INC. (a Delaware corporation) 27,864,525 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • New York
Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their respective agreements with Citigroup Global Markets Inc. (“Citigroup”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the Selling Stockholder, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholder to the Underwriters, acting severally and not jointly, of the option described
UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2021 • OneMain Holdings, Inc. • Personal credit institutions • New York
OneMain Holdings, Inc., a Delaware corporation (the “Company”), and OMH (ML), L.P. and V-OMH (ML) II, L.P. (each, a “Selling Stockholder” and together, the “Selling Stockholders”), confirm their respective agreements with you and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Stockholders and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of the 1,200,000 additional sh
UNDERWRITING AGREEMENTUnderwriting Agreement • October 28th, 2021 • OneMain Holdings, Inc. • Personal credit institutions • New York
OneMain Holdings, Inc., a Delaware corporation (the “Company”), and OMH (ML), L.P. (the “Selling Stockholder”), confirm their respective agreements with you and the Underwriter named in Schedule A hereto (the “Underwriter”) with respect to the sale by the Selling Stockholder and the purchase by the Underwriter of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock” or the “Securities”) set forth in Schedule A hereto.
STOCKHOLDERS AGREEMENT BY AND AMONG SPRINGLEAF HOLDINGS, INC. AND SPRINGLEAF FINANCIAL HOLDINGS, LLCShareholder Agreement • November 12th, 2013 • Springleaf Holdings, Inc. • Personal credit institutions • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of , 2013, by and between Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Initial Stockholder”) and Springleaf Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
SPRINGLEAF HOLDINGS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • Indiana
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 17, 2014 (the “Effective Date”), by and among Springleaf Holdings, Inc. a Delaware corporation and Springleaf Finance, Inc., an Indiana corporation (collectively “Springleaf” and collectively with their subsidiaries (including Springleaf General Services Corporation), the “Company”); Springleaf General Services Corporation, a subsidiary of Springleaf Finance, Inc. (the “Employer”); and Robert Hurzeler (“Executive”). Where the context permits, references to the “Company” shall include the Company and any successor of the Company.
SPRINGLEAF HOLDINGS, INC., EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • Indiana
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 13, 2015, to be effective as of January 1, 2016 (the “Effective Date”), by and among Springleaf Holdings, Inc., a Delaware corporation, (“Springleaf” and collectively with its subsidiaries and affiliates (including Springleaf General Services Corporation), the “Company”), Springleaf General Services Corporation (the “Employer”) and Timothy S. Ho (“Executive”). Where the context permits, references to the “Company” shall include the Company and any successor of the Company.
GUARANTYGuaranty • January 3rd, 2014 • Springleaf Holdings, Inc. • Personal credit institutions • New York
THIS GUARANTY, dated as of December 30, 2013 (the “Guaranty”), is made by SPRINGLEAF HOLDINGS, INC., a Delaware corporation (together with its successors and permitted assigns, the “Parent Guarantor”), in favor of Wilmington Trust, National Association, acting in its capacity as trustee under the Indenture (as defined below) and the holders of the Notes (as defined below).
EIGHTEENTH SUPPLEMENTAL INDENTUREEighteenth Supplemental Indenture • August 19th, 2024 • OneMain Holdings, Inc. • Personal credit institutions • New York
EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of August 19, 2024 (this “Supplemental Indenture”), among OneMain Finance Corporation, an Indiana corporation (the “Company”), OneMain Holdings, Inc., a Delaware corporation (“OMH”), as a Guarantor, and HSBC Bank USA, National Association, a national banking association, as Series Trustee (in such capacity, and solely with respect to the Designated Series of Securities provided for herein, the “Trustee”).
SPRINGLEAF HOLDINGS, INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • October 1st, 2013 • Springleaf Holdings, LLC • Personal credit institutions • Delaware
THIS RESTRICTED STOCK GRANT AGREEMENT is made as of this [ ] day of [ ], 20[ ], (the “Agreement”), by and between Springleaf Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG ONEMAIN HOLDINGS, INC. AND OMH HOLDINGS, L.P.Stockholders Agreement • June 25th, 2018 • OneMain Holdings, Inc. • Personal credit institutions • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of June 25, 2018, by and between OMH Holdings, L.P., a Delaware limited partnership (the “Acquisition Entity”) and OneMain Holdings, Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
ONEMAIN HOLDINGS, INC., As Guarantor THIRD SUPPLEMENTAL INDENTURE Dated as of May 15, 2017Third Supplemental Indenture • May 15th, 2017 • OneMain Holdings, Inc. • Personal credit institutions • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of May 15, 2017 (this “Supplemental Indenture”), between Springleaf Finance Corporation, an Indiana corporation (the “Company”), OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (“OMH”), as a Guarantor and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”) under the base Indenture, dated as of December 3, 2014, between the Company, the Guarantor and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRINGLEAF FINANCIAL HOLDINGS, LLCLimited Liability Company Agreement • October 11th, 2013 • Springleaf Holdings, Inc. • Personal credit institutions • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Company”), effective as of the 9th day of October, 2013 (the “Effective Date”), by and among the Company, the Initial Members and each Person subsequently admitted as a member of the Company (each, including the Initial Members, a “Member” and, collectively, the “Members”).
ONEMAIN HOLDINGS, INC., As Guarantor THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of August 11, 2021Thirteenth Supplemental Indenture • August 11th, 2021 • OneMain Holdings, Inc. • Personal credit institutions • New York
CITIFINANCIAL CREDIT COMPANYStock Purchase Agreement • February 29th, 2016 • OneMain Holdings, Inc. • Personal credit institutions
Reference is made to the Stock Purchase Agreement, dated as of March 2, 2015 (as may be amended from time to time, the “Agreement”), by and between Springleaf Holdings, Inc., a Delaware corporation (“Buyer”), and CitiFinancial Credit Company, a Delaware corporation (“Seller”), relating to the purchase and sale of all of the outstanding equity interests (the “Transaction”) in OneMain Financial Holdings, Inc., a Delaware corporation (including its successor, OneMain Financial Holdings, LLC, a Delaware limited liability company, the “Company”). Capitalized terms used herein without definition have the same meanings as in the Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRINGCASTLE ACQUISITION LLC (a Delaware limited liability company) April 1, 2013Limited Liability Company Agreement • October 1st, 2013 • Springleaf Holdings, LLC • Personal credit institutions • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SPRINGCASTLE ACQUISITION LLC (the “Company”) dated as of April 1, 2013, by NRZ Consumer LLC, a Delaware limited liability company (“NRZ”), BTO Willow Holdings, L.P., a Delaware limited partnership (“Blackstone”), and Springleaf Acquisition Corporation, a Delaware corporation (“Springleaf” and together with NRZ and Blackstone, the “Members”).
MORTGAGE SERVICING RIGHTS PURCHASE AND SALE AGREEMENTMortgage Servicing Rights Purchase and Sale Agreement • November 14th, 2014 • Springleaf Holdings, Inc. • Personal credit institutions • New York
This Mortgage Servicing Rights Purchase and Sale Agreement (the “Agreement”), dated as of August 1, 2014, is by and between NATIONSTAR MORTGAGE LLC, a Delaware limited liability company (the “Purchaser”), with offices located in 350 Highland Drive, Lewisville, Texas 75067, and SPRINGLEAF FINANCE CORPORATION, an Indiana corporation (“Springleaf”), with offices located in 601 NW Second Street, PO Box 59, Evansville, IN 47708-0059 and, solely with respect to the Excepted Servicing Agreement (as defined below), MOREQUITY, INC., a Nevada corporation (“MorEquity” together with Springleaf, collectively referred to the "Sellers" and each a "Seller"), with offices located in 601 NW Second Street, PO Box 59, Evansville, IN 47708-0059 (the Purchaser and the Seller may collectively be referred to as the “Parties,” and each as a “Party”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • November 1st, 2019 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
This Award Agreement (this “RSU Award Agreement”), dated as of [________], 20[__] (the “Date of Grant”), is made by and between OneMain Holdings, Inc., a Delaware corporation (the “Company”), and [_____________] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated OneMain Holdings, Inc. 2013 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
SPRINGLEAF FUNDING TRUST 2015-A, as Issuer, SPRINGLEAF FINANCE CORPORATION, as Servicer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture TrusteeIndenture • March 4th, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • New York
This INDENTURE, dated as of February 26, 2015 herein, as amended, modified or supplemented from time to time as permitted hereby, called this “Indenture”), among SPRINGLEAF FUNDING TRUST 2015-A, a statutory trust created under the laws of the State of Delaware, SPRINGLEAF FINANCE CORPORATION, an Indiana corporation, as servicer, (in such capacity, the “Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”).
SPRINGLEAF FINANCE CORPORATION,Eighth Supplemental Indenture • May 9th, 2019 • OneMain Holdings, Inc. • Personal credit institutions • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 9, 2019 (this “Supplemental Indenture”), among Springleaf Finance Corporation, an Indiana corporation (the “Company”), OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (“OMH”), as a Guarantor, and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), under the base Indenture, dated as of December 3, 2014, among the Company, the Guarantor and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”).
RESTRICTED STOCK GRANT AGREEMENT UNDER THE SPRINGLEAF HOLDINGS, INC.Restricted Stock Grant Agreement • May 6th, 2016 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
This Restricted Stock Grant Agreement (this “Award Agreement”), dated as of [___________], 20[__] (the “Grant Date”), is made by and between OneMain Holdings, Inc., a Delaware corporation (the “Company”), and [______________] (the “Grantee”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Springleaf Holdings, Inc. 2013 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
ONEMAIN FINANCE CORPORATION, As Issuer ONEMAIN HOLDINGS, INC., As Guarantor ELEVENTH SUPPLEMENTAL INDENTURE Dated as of December 17, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION, As TrusteeEleventh Supplemental Indenture • December 17th, 2020 • OneMain Holdings, Inc. • Personal credit institutions • New York
ELEVENTH SUPPLEMENTAL INDENTURE, dated as of December 17, 2020 (this “Supplemental Indenture”), among OneMain Finance Corporation (formerly Springleaf Finance Corporation), an Indiana corporation (the “Company”), OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (“OMH”), as a Guarantor, and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), under the base Indenture, dated as of December 3, 2014, among the Company, the Guarantor and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”).
FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED ONEMAIN HOLDINGS, INC. 2013 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • May 3rd, 2019 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
This Award Agreement (this “RSU Award Agreement”), dated as of [_______], 20[__] (the “Date of Grant”), is made by and between OneMain Holdings, Inc., a Delaware corporation (the “Company”), and [_______________] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated OneMain Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
SEVERANCE AND RELEASE AGREEMENTSeverance Agreement • May 5th, 2017 • OneMain Holdings, Inc. • Personal credit institutions
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2018 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
This EMPLOYMENT AGREEMENT (the “Agreement”) is made by and among OneMain Holdings, Inc. (the “Company”), OneMain General Services Corporation, an Affiliate (as defined below) of the Company (“OMGS”), and Douglas H. Shulman (“Executive”) effective as July 10, 2018 (the “Effective Date”). For purposes of this Agreement, references to employment by the Company shall also mean employment by an Affiliate of the Company.
FORM RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED ONEMAIN HOLDINGS, INC. 2013 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • November 1st, 2019 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
This Award Agreement (this “RSU Award Agreement”), dated as of [_________], 20[__] (the “Date of Grant”), is made by and between OneMain Holdings, Inc., a Delaware corporation (the “Company”), and [___________] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated OneMain Holdings, Inc. 2013 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
STOCK PURCHASE AGREEMENT dated as of March 2, 2015 between SPRINGLEAF HOLDINGS, INC. and CITIFINANCIAL CREDIT COMPANY relating to the purchase and sale of 100% of the Common Stock of OneMain Financial Holdings, Inc.Stock Purchase Agreement • March 3rd, 2015 • Springleaf Holdings, Inc. • Personal credit institutions • New York
AGREEMENT (this “Agreement”) dated as of March 2, 2015 between Springleaf Holdings, Inc., a Delaware corporation (“Buyer”), and CitiFinancial Credit Company, a Delaware corporation (“Seller”).
FORM OF DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED ONEMAIN HOLDINGS, INC. 2013 OMNIBUS INCENTIVE PLANRestricted Stock Unit Award Agreement • February 21st, 2017 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
This Award Agreement (this “RSU Award Agreement”), dated as of ________ __, 201_ (the “Date of Grant”), is made by and between OneMain Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the Amended and Restated OneMain Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • November 8th, 2016 • OneMain Holdings, Inc. • Personal credit institutions • New York
This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between SPRINGLEAF GENERAL SERVICES CORPORATION, a Delaware corporation, (the “Employer” or the “Company”) on behalf of itself, its parents, subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as “Springleaf”), and MINCHUNG “MACRINA” KGIL (the “Employee”) (the Employer and the Employee are collectively referred to herein as the “Parties”) as of the date of execution noted below (the “Execution Date”).
SERVICING AGREEMENT Dated as of April 1, 2013 SPRINGCASTLE SERIES ASSET BACKED NOTES 2013-A among SPRINGLEAF FINANCE, INC., as the Servicer, SPRINGCASTLE AMERICA FUNDING, LLC SPRINGCASTLE CREDIT FUNDING, LLC SPRINGCASTLE FINANCE FUNDING, LLC, as the...Servicing Agreement • October 1st, 2013 • Springleaf Holdings, LLC • Personal credit institutions • New York
SERVICING AGREEMENT, dated as of April 1, 2013, among Springleaf Finance, Inc., an Indiana corporation, as the Servicer, SpringCastle America Funding, LLC, a Delaware limited liability company, SpringCastle Credit Funding, LLC, a Delaware limited liability company, and SpringCastle Finance Funding, LLC, a Delaware limited liability company, as the Co-Issuers and Wilmington Trust, National Association, not in its individual capacity but solely in its capacity as a Loan Trustee to each Co-Issuer.
SHARE PURCHASE AGREEMENT Dated as of January 3, 2018 among OMH Holdings, L.P., Springleaf Financial Holdings, LLC and OneMain Holdings, Inc.Share Purchase Agreement • January 4th, 2018 • OneMain Holdings, Inc. • Personal credit institutions • Delaware
SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 3, 2018, among OMH Holdings, L.P., a Delaware limited partnership (“Purchaser”), Springleaf Financial Holdings, LLC, a Delaware limited liability company (“Seller”), and OneMain Holdings, Inc., a Delaware corporation (the “Company”).
GUARANTYGuaranty • January 3rd, 2014 • Springleaf Holdings, Inc. • Personal credit institutions • New York
THIS GUARANTY, dated as of December 30, 2013 (the “Guaranty”), is made by SPRINGLEAF HOLDINGS, INC., a Delaware corporation (together with its successors and permitted assigns, the “Parent Guarantor”), in favor of Deutsche Bank Trust Company Americas, acting in its capacity as trustee under the Indenture (as defined below) and the holders of the Notes (as defined below).
