ONEMAIN FINANCIAL HOLDINGS, INC. as Issuer, AND THE GUARANTORS PARTY HERETO AND THE BANK OF NEW YORK MELLON, as Trustee $700,000,000 6.75% Senior Notes due 2019 $800,000,000 7.25% Senior Notes due 2021 INDENTURE Dated as of December 11, 2014Indenture • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
INDENTURE dated as of December 11, 2014, among ONEMAIN FINANCIAL HOLDINGS, INC., a Delaware corporation (the “Company”), the guarantors from time to time parties hereto, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
ADMINISTRATIVE SERVICES AND PREMISES AGREEMENTAdministrative Services and Premises Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS ADMINISTRATIVE SERVICES AND PREMISES AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2014, by and between OneMain Financial Funding II, LLC, a Delaware limited liability company (the “Company”), and OneMain Financial, Inc., a Delaware corporation (the “Administrator”).
SALE AND SERVICING AGREEMENT Dated as of July 30, 2014 ONEMAIN FINANCIAL ISSUANCE TRUST 2014-2 among ONEMAIN FINANCIAL FUNDING II, LLC, as Depositor, WELLS FARGO BANK, N.A., as Depositor Loan Trustee ONEMAIN FINANCIAL, INC., as Servicer, THE...Sale and Servicing Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
SALE AND SERVICING AGREEMENT, dated as of July 30, 2014 (this “Agreement”), among ONEMAIN FINANCIAL FUNDING II, LLC, a Delaware limited liability company, as the Depositor, WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity, but solely as loan trustee for the benefit of the Depositor (in such capacity, the “Depositor Loan Trustee”), ONEMAIN FINANCIAL, INC., a Delaware corporation, as the Servicer, the Subservicers Party Hereto as identified in Schedule I hereto, ONEMAIN FINANCIAL ISSUANCE TRUST 2014-2, a Delaware statutory trust, as the Issuer and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity, but solely as loan trustee for the benefit of the Issuer (in such capacity, the “Issuer Loan Trustee”).
BACK-UP SERVICING AGREEMENT among ONEMAIN FINANCIAL FUNDING III, LLC, as Depositor, WELLS FARGO BANK, N.A., as Back-up Servicer, Depositor Loan Trustee, Issuer Loan Trustee and Indenture Trustee, ONEMAIN FINANCIAL, INC., as Servicer and ONEMAIN...Back-Up Servicing Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS BACK-UP SERVICING AGREEMENT, dated as of February [5]. 2015, is made by and among OneMain Financial Funding III, LLC, a Delaware limited liability company, as depositor (the “Depositor”), Wells Fargo Bank, N.A., as depositor loan trustee (the “Depositor Loan Trustee”), OneMain Financial, Inc., as servicer (the “Servicer”), OneMain Financial Issuance Trust 2015-1, a Delaware statutory trust, as issuer (the “Issuer”), Wells Fargo Bank, N.A., as issuer loan trustee (the “Issuer Loan Trustee”), Wells Fargo Bank, N.A., as back-up servicer (the “Back-up Servicer”), and Wells Fargo Bank, N.A., as the Indenture Trustee (the “Indenture Trustee”).
LOAN PURCHASE AGREEMENT among SELLERS PARTY HERETO, ONEMAIN FINANCIAL WAREHOUSE, LLC, as Depositor and WELLS FARGO BANK, N.A., as Depositor Loan Trustee Dated as of February 3, 2015Loan Purchase Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
benefit of the Depositor to the Issuer and the Issuer Loan Trustee for the benefit of the Issuer under the Sale and Servicing Agreement, (ii) relating to the security interest granted to the Indenture Trustee under the Indenture or (iii) that has been terminated.
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of February 5, 2015, is entered into between ONEMAIN FINANCIAL HOLDINGS, INC., a Delaware corporation (“Lender”) and ONEMAIN FINANCIAL FUNDING III, LLC, a Delaware limited liability company (“Borrower”).
ADMINISTRATION AGREEMENT among ONEMAIN FINANCIAL ISSUANCE TRUST 2015-1, as Issuer ONEMAIN FINANCIAL, INC., as Administrator WELLS FARGO BANK, N.A., as Issuer Loan Trustee and ONEMAIN FINANCIAL FUNDING III, LLC, as Depositor Dated as of February 5, 2015Administration Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS ADMINISTRATION AGREEMENT (the “Agreement”) is entered into as of February 5, 2015, by and among ONEMAIN FINANCIAL ISSUANCE TRUST 2015-1, a Delaware statutory trust, as issuer (the “Issuer”), ONEMAIN FINANCIAL, INC. (“OneMain Financial”), a Delaware corporation, as administrator (the “Administrator”), WELLS FARGO BANK, N.A. (“Wells Fargo”), a national banking association, not in its individual capacity, but solely as issuer loan trustee for the benefit of the Issuer (the “Issuer Loan Trustee”), and ONEMAIN FINANCIAL FUNDING III, LLC, a Delaware limited liability company, as depositor (the “Depositor”).
INDENTURE Dated as of February 5, 2015 ONEMAIN FINANCIAL ISSUANCE TRUST 2015-1 Series 2015-1 Asset-Backed Notes among ONEMAIN FINANCIAL ISSUANCE TRUST 2015-1, as Issuer, ONEMAIN FINANCIAL, INC., as Servicer, WELLS FARGO BANK, N.A., as Issuer Loan...Indenture • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
This INDENTURE, dated as of February 5, 2015 (herein, as amended, modified or supplemented from time to time as permitted hereby, called this “Indenture”), among OneMain Financial Issuance Trust 2015-1, a statutory trust created under the laws of the State of Delaware (the “Issuer”), OneMain Financial, Inc., a Delaware corporation, as servicer, (in such capacity, the “Servicer”), Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as loan trustee for the benefit of the Issuer (in such capacity, the “Issuer Loan Trustee”), Wells Fargo Bank, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”) and Wells Fargo Bank, N.A., a national banking association, as account bank (in such capacity, the “Account Bank”). The Issuer Loan Trustee is an owner and pledgor of legal title to the Loans (as defined below) pledged under this Indenture.
ONEMAIN FINANCIAL ISSUANCE TRUST 2015-1 AMENDED AND RESTATED TRUST AGREEMENT dated as of February 5, 2015 between ONEMAIN FINANCIAL FUNDING III, LLC as the Depositor and the sole initial Beneficiary, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Owner...Trust Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions
AMENDED AND RESTATED TRUST AGREEMENT (this “Trust Agreement”), dated as of February 5, 2015 (the “Effective Date”), by and between OneMain Financial Funding III, LLC, as the depositor (the “Depositor”) and as the sole initial Beneficiary, and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”).
CONTRIBUTION AGREEMENT dated as of July 1, 2014 between CITIFINANCIAL CREDIT COMPANY and ONEMAIN FINANCIAL HOLDINGS, INC.Contribution Agreement • December 24th, 2014 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
AGREEMENT (this “Agreement”) dated as of July 1, 2014 between CitiFinancial Credit Company, a Delaware corporation (“Contributor”), and OneMain Financial Holdings, Inc., a Delaware corporation (“Recipient”).
PERFORMANCE SUPPORT AGREEMENTPerformance Support Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS PERFORMANCE SUPPORT AGREEMENT (this “Support Agreement”) is executed as of February 3, 2015 (the “Closing Date”), by OneMain Financial Holdings, Inc., a Delaware corporation (“OneMain Financial Holdings”), in favor of OneMain Financial Warehouse, LLC, a Delaware limited liability company (the “Depositor”), One Main Financial Warehouse Trust, a Delaware statutory trust (the “Issuer”), Wells Fargo Bank, N.A. (“Wells Fargo”), as Depositor Loan Trustee (the “Depositor Loan Trustee”), Wells Fargo, as Issuer Loan Trustee (the “Issuer Loan Trustee”), and Wells Fargo, as Indenture Trustee under the Indenture (the “Indenture Trustee”) for the benefit of the Noteholders (the Depositor, the Issuer, the Depositor Loan Trustee, the Issuer Loan Trustee, the Indenture Trustee, the Administrative Agent and the Noteholders are collectively referred to as the “Beneficiaries,” and each individually a “Beneficiary”).
CUSTODIAN AGREEMENT Among ONEMAIN FINANCIAL ISSUANCE TRUST 2014-1, as Issuer, WELLS FARGO BANK, N.A., as Issuer Loan Trustee, Custodian, Back-up Servicer and Indenture Trustee, ONEMAIN FINANCIAL, INC., as Servicer and ONEMAIN FINANCIAL FUNDING, LLC,...Custodian Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
LOAN TRUST AGREEMENTLoan Trust Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
This Loan Trust Agreement (the “Trust Agreement”) is entered into as of February 3, 2015 between OneMain Financial Warehouse Trust, a Delaware statutory trust (the “Issuer”), and Wells Fargo Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America (“Wells Fargo”), as Issuer Loan Trustee for the Issuer (the “Issuer Loan Trustee”).
LOAN TRUST AGREEMENTLoan Trust Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
This Loan Trust Agreement (the “Trust Agreement”) is entered into as of February 5, 2015, between OneMain Financial Funding III, LLC, a Delaware limited liability company (the “Depositor”), and Wells Fargo Bank, N.A., a national banking association duly organized and existing under the laws of the United States of America (“Wells Fargo”), as Depositor Loan Trustee for the Depositor (the “Depositor Loan Trustee”).
PERFORMANCE SUPPORT AGREEMENTPerformance Support Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS PERFORMANCE SUPPORT AGREEMENT (this “Support Agreement”) is executed as of April 17, 2014 (the “Closing Date”), by OneMain Financial, Inc., a Delaware corporation (“OneMain Financial”), in favor of OneMain Financial Funding, LLC, a Delaware limited liability company (the “Depositor”), OneMain Financial Issuance Trust 2014-1, a Delaware statutory trust (the “Issuer”), Wells Fargo Bank, N.A. (“Wells Fargo”), as Depositor Loan Trustee (the “Depositor Loan Trustee”), Wells Fargo, as Issuer Loan Trustee (the “Issuer Loan Trustee”) and Wells Fargo, as Indenture Trustee under the Indenture (the “Indenture Trustee”) for the benefit of the Noteholders (the Depositor, the Issuer, the Depositor Loan Trustee, the Issuer Loan Trustee and the Indenture Trustee are collectively referred to as the “Beneficiaries” and each individually a “Beneficiary”).
REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”), dated as of February 3, 2015 is entered into between ONEMAIN FINANCIAL HOLDINGS, INC., a Delaware corporation (“Lender”) and ONEMAIN FINANCIAL WAREHOUSE, LLC, a Delaware limited liability company (“Borrower”).
ADMINISTRATION AGREEMENT among ONEMAIN FINANCIAL WAREHOUSE TRUST, as Issuer ONEMAIN FINANCIAL, INC., as Administrator WELLS FARGO BANK, N.A., as Issuer Loan Trustee and ONEMAIN FINANCIAL WAREHOUSE, LLC, as Depositor Dated as of February 3, 2015Administration Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
THIS ADMINISTRATION AGREEMENT (the “Agreement”) is entered into as of February 3, 2015, by and among ONEMAIN FINANCIAL WAREHOUSE TRUST, a Delaware statutory trust, as issuer (the “Issuer”), ONEMAIN FINANCIAL, INC. (“OneMain Financial”), a Delaware corporation, as administrator (the “Administrator”), WELLS FARGO BANK, N.A. (“Wells Fargo”), a national banking association, not in its individual capacity, but solely as issuer loan trustee for the benefit of the Issuer (the “Issuer Loan Trustee”), and ONEMAIN FINANCIAL WAREHOUSE, LLC, a Delaware limited liability company, as depositor (the “Depositor”).
INDENTURE Dated as of July 30, 2014 ONEMAIN FINANCIAL ISSUANCE TRUST 2014-2 Series 2014-2 Asset-Backed Notes among ONEMAIN FINANCIAL ISSUANCE TRUST 2014-2, as Issuer, ONEMAIN FINANCIAL, INC., as Servicer, WELLS FARGO BANK, N.A., as Issuer Loan...Indenture • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
This INDENTURE, dated as of July 30, 2014 (herein, as amended, modified or supplemented from time to time as permitted hereby, called this “Indenture”), among ONEMAIN FINANCIAL ISSUANCE TRUST 2014-2, a statutory trust created under the laws of the State of Delaware (the “Issuer”), ONEMAIN FINANCIAL, INC., a Delaware corporation, as servicer, (in such capacity, the “Servicer”), WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as loan trustee for the benefit of the Issuer (in such capacity, the “Issuer Loan Trustee”), WELLS FARGO BANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”) and WELLS FARGO BANK, N.A., a national banking association, as account bank (in such capacity, the “Account Bank”). The Issuer Loan Trustee is an owner and pledgor of legal title to the Loans (as defined below) pledged under this Indenture.
Initial Loan AssignmentInitial Loan Assignment • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions
This INITIAL LOAN ASSIGNMENT (this “Agreement”), dated February 5, 2015, is by OneMain Financial Funding III, LLC, a Delaware limited liability company on behalf of itself and Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as loan trustee (in such capacity, the “Depositor Loan Trustee,” and together with the Depositor, the “Assignors”), in favor of OneMain Financial Issuance Trust 2015-1, a Delaware statutory trust on behalf of itself and Wells Fargo Bank, N.A., a national banking association, not in its individual capacity but solely as loan trustee (in such capacity, the “Issuer Loan Trustee,” and together with the Issuer, the “Assignees”). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Sale and Servicing Agreement, dated as of February 5, 2015 (the “Sale and Servicing Agreement”) among the Assignors, the Assignees, OneMain Financial, Inc., as Servicer, and the Subservicers party th
NOTE PURCHASE AGREEMENT (SERIES 2015-A VARIABLE FUNDING NOTES) dated as of February 3, 2015 among ONEMAIN FINANCIAL WAREHOUSE TRUST as the Issuer ONEMAIN FINANCIAL WAREHOUSE, LLC as Depositor ONEMAIN FINANCIAL, INC., as Servicer, WELLS FARGO BANK,...Note Purchase Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
This NOTE PURCHASE AGREEMENT, dated as of February 3, 2015 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
TRANSACTION AGREEMENT dated as of January 1, 2014 among CITIFINANCIAL CREDIT COMPANY (DE), ONEMAIN FINANCIAL, INC. (DE), ONEMAIN FINANCIAL (HI), INC., ONEMAIN FINANCIAL, INC. (WV), ONEMAIN FINANCIAL SERVICES, INC. (MN), ONEMAIN FINANCIAL, INC. (HI),...Transaction Agreement • December 24th, 2014 • OneMain Financial Holdings, Inc. • Personal credit institutions • New York
AGREEMENT (this “Agreement”) dated as of January 1, 2014 among CitiFinancial Credit Company, a Delaware corporation (“CCC”), OneMain Financial, Inc., a Delaware corporation (“OMF DE”), OneMain Financial (HI), Inc., a Hawaii corporation, formerly known as CitiFinancial, Inc. (“OMF fka CF HI”), OneMain Financial, Inc., a West Virginia corporation (“OMF WV”), OneMain Financial Services, Inc., a Minnesota corporation (“OMF MN”), OneMain Financial, Inc., a Hawaii corporation (“OMF HI” and, together with OMF DE, OMF fka CF HI, OMF WV and OMF MN, the “OneMain Financial Subsidiaries”), CitiFinancial Servicing LLC, a Delaware limited liability company (“CFS LLC”), CitiFinancial, Inc., a West Virginia corporation (“CFS WV”), CitiFinancial Company, a Delaware corporation (“CFS DE”), and CitiFinancial Services, Inc., a Minnesota corporation (“CFS MN” and, together with CFS LLC, CFS WV and CFS DE, the “CitiFinancial Subsidiaries”).
ASSIGNMENT AGREEMENTAssignment Agreement • February 11th, 2015 • OneMain Financial Holdings, Inc. • Personal credit institutions
This ASSIGNMENT AGREEMENT (this “Agreement”), dated February 5, 2015, is by each of the sellers identified in Schedule I to the Loan Purchase Agreement (each, an “Assignor” and collectively, the “Assignors”), dated as of February 5, 2015 (as amended, restated, modified or supplemented from time to time, the “Loan Purchase Agreement”) in favor of ONEMAIN FINANCIAL FUNDING III, LLC, a Delaware limited liability company (the “Depositor”) on behalf of itself and WELLS FARGO BANK, N.A., a national banking association, not in its individual capacity but solely as loan trustee for the benefit of the Depositor (in such capacity, the “Depositor Loan Trustee” and together with the Depositor, the “Assignees”). Capitalized terms used herein but not defined shall have the meaning ascribed to such terms in the Loan Purchase Agreement.
