Common use of Introductory Clause in Contracts

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“CitigroupCiti”), Truist Securities Inc. (“Truist”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 1,000,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 2033 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has Citi and ▇▇▇▇▇▇ have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the this offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13December 18, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationCapital One Multi-asset Execution Trust, an Indiana corporation a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. as beneficiary (the “CitigroupBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the other several Underwriters named Terms Document, each having the date stated in Schedule A the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), acting severally which shall include ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and not jointlyRBC Capital Markets, LLC, the respective amounts set forth representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in Schedule A their capacity as Underwriters of $600,000,000 aggregate principal amount of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company’s 6.750% Senior Notes due 2032 , the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Securities”Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Securities will be guaranteed Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentLLC Agreement”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinTransfer Agreement, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities Collateral Certificate and the Indenture Notes are collectively referred to herein as the “Transaction DocumentsProgram Agreements.” The Company hereby confirms its agreements has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. OneMain Finance CorporationCapital One Multi-asset Execution Trust, an Indiana corporation a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. as beneficiary (the “CitigroupBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the other several Underwriters named Terms Document, each having the date stated in Schedule A the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), acting severally which shall include Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and not jointly▇▇▇▇▇ Fargo Securities, LLC, the respective amounts set forth representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in Schedule A their capacity as Underwriters of $600,000,000 aggregate principal amount of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company’s 6.750% Senior Notes due 2032 , the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Securities”Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Securities will be guaranteed Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentLLC Agreement”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinTransfer Agreement, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities Collateral Certificate and the Indenture Notes are collectively referred to herein as the “Transaction DocumentsProgram Agreements.” The Company hereby confirms its agreements has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. OneMain Finance CorporationGE Life and Annuity Assurance Company, an Indiana corporation a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. in connection with the Company’s Secured Medium-Term Notes Program (the “CitigroupInstitutional Program”) and the Genworth DirectNotesSM Program (the “Retail Program” and, together with the Institutional Program, the “Programs”), confirms its agreement with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and each other several Underwriters institution named in Schedule A on Schedules A-1 and A-2 hereto and any institution appointed as an agent pursuant to Section 19 hereof (each, an “Agent”, and, collectively, the “UnderwritersAgents”), acting severally and not jointlyeach Co-Agent (as defined herein), with respect to the respective amounts set forth in Schedule A secured medium-term notes due between nine months and thirty years from the date of $600,000,000 aggregate principal amount of issuance under the Company’s 6.750% Senior Notes due 2032 Programs (the “SecuritiesNotes”). The Securities will ) to be guaranteed offered by separate and distinct special purpose common law trusts from time to time (each, a “Trust” and, collectively, the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentTrusts”), each of which shall be formed in a jurisdiction located in the direct parent company United States of America pursuant to a trust agreement, as amended or modified from time to time, which will adopt and incorporate the Company. Citigroup has agreed to act as the representative of the several Underwriters standard trust terms (each, a “Trust Agreement” and, collectively, the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base IndentureTrust Agreements”), among the Companyin each case between The Bank of New York, the Guarantor and Wilmington Trust, N.A.or another entity specified therein, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated and GSS Holdings II, Inc., or another entity specified therein, as of March 13, 2025 trust beneficial owner (the “Supplemental IndentureTrust Beneficial Owner”). From time to time, upon the formation of a new Trust, in connection with the offer and sale of a particular series of Notes by such Trust, upon execution and delivery by such Trust and the applicable Agent or Agents of the terms agreement (the “Terms Agreement”) substantially in the form set forth in Section C of the pricing instrument to be executed, among others by such Trust and the applicable Agent or Agents specified therein (the “Pricing Instrument”), such Trust shall become a party hereto in relation to such series of Notes (the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities time of such execution and the Indenture are delivery referred to herein as such Trust’s “Trust Effective Time”), with all the “Transaction Documentsauthority, rights, powers, duties and obligations of a Trust as if originally named as a Trust hereunder. Any agreement, covenant, acknowledgment, representation or warranty made by a Trust hereunder shall be deemed to have been made by each Trust at its Trust Effective Time and at the Applicable Time (as defined below) for such Trust, unless another time or times are specified herein, in which case such specified time or times shall instead apply.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Barclays Capital Inc. (“CitigroupBarclays”), SG Americas Securities, LLC (“SG”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 500,000,000 aggregate principal amount of the Company’s 6.7509.000% Senior Notes due 2032 2029 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has Barclays and SG have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or and repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13June 22, 2025 2023 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. Mizuho Securities USA LLC (“CitigroupMizuho”), RBC Capital Markets, LLC (“RBC”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 800,000,000 aggregate principal amount of the Company’s 6.7506.500% Senior Notes due 2032 2033 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has Mizuho and RBC have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the this offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13September 17, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Barclays Capital Inc. (“CitigroupBarclays”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 750,000,000 aggregate principal amount of the Company’s 6.7507.125% Senior Notes due 2032 2031 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup Barclays has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of allocate an amount equivalent to the net proceeds from the offering to finance or refinance, in part or in full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain Financial’s Social Bond Framework. Pending such allocation, the Company intends to use the net proceeds from this offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13August 19, 2025 2024 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationOn the date hereof, an Indiana corporation the shareholders listed on Schedule I hereto (the “CompanySelling Shareholders”)) propose, proposes severally, to issue and sell to Citigroup Global Markets Inc. (the “CitigroupUnderwriter”) and the other several Underwriters named in Schedule A 4,000,000 ordinary shares, par value € 0.01 per share (collectively, the “UnderwritersOrdinary Shares”), acting severally and not jointlyof AerCap Holdings N.V., a public limited liability company (naamloze vennootschap) organized under the respective amounts set forth in Schedule A laws of $600,000,000 aggregate principal amount of The Netherlands (the “Company’s 6.750% Senior Notes due 2032 ”) (said shares to be sold by the Selling Shareholders being hereinafter called the “Securities”). The Securities will be guaranteed On September 2, 2014, Waha AC Coöperatief U.A. (“Waha AC”) entered into funded collar confirmations (the transactions governed thereby, the “Funded Collar Transactions”) with each of Deutsche Bank AG, London Branch (“DB”), Nomura International plc (“Nomura”) and Citibank N.A., London Branch (“Citi”, and together with DB and Nomura, the “Funded Collar Counterparties”) with respect to a number of Ordinary Shares. On August 15, 2019, Waha AC transferred by novation to its affiliate, Avia Holding Limited (“Avia”), each of the Funded Collar Transactions. All of the Ordinary Shares beneficially owned by Avia are currently pledged to the Funded Collar Counterparties in support of Avia’s obligations under the Funded Collar Transactions (such Ordinary Shares, the “Pledged Shares”). On the date hereof, (x) Avia and each Funded Collar Counterparty entered into unwind agreements (collectively, the “Unwind Agreements”) terminating each Funded Collar Transaction and (y) Avia, Waha, the Company, the Funded Collar Counterparties and the Underwriter entered into that certain settlement agreement (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentSettlement Agreement”), providing, inter alia, for (i) the direct parent company delivery of the Company. Citigroup has agreed Pledged Shares by the Funded Collar Counterparties to act as the representative Underwriter, (ii) the release by the Funded Collar Counterparties of any security interest or lien over the several Underwriters Pledged Shares at the time of such delivery and (iii) the “Representative”) in connection with delivery by the offering and sale Underwriter to the Funded Collar Counterparties of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all a portion of the net proceeds received by the Selling Shareholders from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as sale of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction DocumentsSecurities.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation (formerly Springleaf Finance Corporation), an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (“CitigroupGS”), SG Americas Securities, LLC (“SG”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.7503.875% Senior Notes due 2032 2028 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has GS and SG have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or and repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13August 11, 2025 2021 (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Barclays Capital Inc. (“CitigroupBarclays”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 800,000,000 aggregate principal amount of the Company’s 6.7507.125% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup Barclays has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13June 11, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance AFCO Credit Corporation, an Indiana a New York corporation (the “Company”"AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") have in the past and propose to continue in the future to convey commercial insurance premium finance loans (the "Receivables") from time to time to Mellon Bank, N.A., a national banking association organized under the laws of the United States of America (the "Seller"), who then proposes to convey such Receivables to the Mellon Premium Finance Loan Owner Trust (the "Transferor"). Pursuant to the Series 2002-1 Supplement (the "Series 2002-1 Supplement"), dated as of December 17, 2002, among the Transferor, the Servicer, PFSI and PFSIC, as back-up servicers (together, the "Back-up Servicer"), and the Trustee, the Transferor proposes to continue in the future to convey such Receivables to Mellon Bank Premium Finance Loan Master Trust (the "Trust"), and proposes to cause the Trust to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $392,700,000 aggregate initial principal amount of its Class A Floating Rate Asset Backed Certificates, Series 2002-1 (collectivelythe "Class A Certificates"), the “Underwriters”terms of which are described in the Prospectus (as defined below). It is understood that Seller and the Transferor are currently entering into a Class B Underwriting Agreement, acting severally and not jointlydated the date hereof (the "Class B Underwriting Agreement") among the Seller, the respective amounts set forth in Transferor and the Underwriters named on Schedule A I thereto (the "Class B Underwriters") providing for the sale of $600,000,000 17,600,000 aggregate initial principal amount of the Company’s 6.750% Senior Notes due 2032 Trust's Class B Floating Rate Asset Backed Certificates, Series 2002-1 (the “Securities”"Class B Certificates"). The Securities will be guaranteed (Class A Certificates and the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed Class B Certificates are referred to act herein collectively as the representative of "Certificates." This Agreement and the several Underwriters (Class B Underwriting Agreement are referred to herein collectively as the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. "Underwriting Agreements." The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued Trust was originally formed pursuant to an indenturethe Pooling and Servicing Agreement, dated as of December 31, 2014 1996 (the “Base Indenture”"Original P&S"), among the CompanySeller, as transferor, the Guarantor Servicer, the Back-up Servicer and Wilmington Trust, N.A.The First National Bank of Chicago, as trusteeTrustee (the "Original Trustee"). Certain terms From time to time prior to June 15, 2001 (the "PSA Effective Date"), the effective date of the Securities will be established Amended and Restated Pooling and Servicing Agreement, dated as of June 15, 2001 (amending and restating the Original P&S in its entirety, the "PSA") among the Transferor, the Servicer, the Back-up Servicer and the Trustee, Receivables were transferred from the Originators to the Seller pursuant to a supplemental indenture the Receivables Purchase Agreement, dated as of December 1, 1996 among the CompanyOriginators and the Seller (the "Original Receivables Purchase Agreement") and from the Seller to the Trust pursuant to the Original P&S. In contemplation of transactions contemplated under the PSA, the Guarantor Transferor was formed pursuant to the Trust Agreement, dated as of May 23, 2001, as amended and HSBC restated as of June 15, 2001 (collectively, the "Trust Agreement"), each between the Seller, as depositor, and Chase Manhattan Bank USA, N.A.National Association, as series owner trustee (the “"Owner Trustee”"). The Seller is the sole owner of the Transferor. The Transferor will own the Transferor Interest. On the PSA Effective Date and from time to time thereafter, Receivables were conveyed by the Originators to the Seller pursuant to the First Tier Receivables Purchase Agreement (which amends and restates the Original Receivables Purchase Agreement in its entirety), to be dated as of March 13June 15, 2025 2001 (the “Supplemental Indenture”"First Tier Receivables Purchase Agreement"), among the Originators and the Seller. Immediately following such transfer, such Receivables were then conveyed by the Seller to the Base Indenture Transferor pursuant to the Second Tier Receivables Purchase Agreement, dated as of June 15, 2001 (together with the Base Indenture"Second Tier Receivables Purchase Agreement"), between the Seller and the Transferor, and in turn, these Receivables were then immediately conveyed by the Transferor to the Trust pursuant to the PSA (which amended and restated the Original P&S in its entirety). On the Closing Date, pursuant to Section 6.9 of the PSA, the “Indenture”)Certificates and the Collateral Interest will be issued to the Transferor. This After giving effect to the transactions contemplated on the Closing Date, the assets of the Trust will consist of Receivables transferred pursuant to the Original Receivables Purchase Agreement and Original P&S to the Trust prior to the PSA Effective Date, and Receivables transferred to the Trust on and after the PSA Effective Date to the Closing Date, pursuant to the First Tier Receivables Purchase Agreement, the Securities Second Tier Receivables Purchase Agreement and the Indenture PSA. The Trust has previously and may, from time to time in the future, enter into additional series supplements and issue other classes of certificates on such terms and with such rights in the Receivables as are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements not inconsistent with the Underwriters rights and remedies of holders of the Certificates. The Receivables consist of amounts owed under premium finance agreements between either of the Originators, or other parties from whom the Originators acquire premium finance agreements, and commercial borrowers to finance the payment of insurance premiums on insurance policies and related sums, governed by the law of a state, territory or commonwealth of the United States of America or the District of Columbia. Each Originator is currently obligated pursuant to and as follows:more fully described in the First Tier Receivables Purchase Agreement to sell to the Seller, among other things, each Premium Finance Agreement originated by such Originator that satisfy the eligibility criteria for transfer under the Pooling and Servicing Agreement and the Loan Agreement, including the security interest of the applicable Originator in the related Unearned Premium and the proceeds thereof, as listed in the Receivables Schedule delivered to the Transferor from time to time pursuant to the First Tier Receivables Purchase Agreement. Immediately following the sale of Receivables to the Seller, the Seller will be obligated to transfer such Receivables to the Transferor pursuant to the Second Tier Receivables Purchase Agreement, and finally such Receivables will be transferred by the Transferor to the Trust pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“CitigroupCiti”), HSBC Securities (USA) Inc. (“HSBC”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 700,000,000 aggregate principal amount of the Company’s 6.7507.875% Senior Notes due 2032 2030 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has Citi and HSBC have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering to redeem the remainder of its outstanding 6.125% Senior Notes due 2024 and for general corporate purposes, which may include additional debt repurchases or and repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March December 13, 2025 2023 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation (formerly Springleaf Finance Corporation), an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets RBC Capital Markets, LLC (“RBCCM”), Deutsche Bank Securities Inc. (“CitigroupDB”), Natixis Securities Americas LLC (“Natixis”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 850,000,000 aggregate principal amount of the Company’s 6.7504.000% Senior Notes due 2032 2030 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has RBCCM, DB and Natixis have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering to redeem the remaining aggregate principal amount outstanding of the Company’s 7.75% Senior Notes due 2021 and for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13December 17, 2025 2020 (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Springleaf Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Barclays Capital Inc. (“CitigroupBarclays”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 1,250,000,000 aggregate principal amount of the Company’s 6.7506.875% Senior Notes due 2032 2025 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (the “Guarantor” or “Parent”), the direct indirect parent company of the Company. Citigroup has Barclays and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends expects to use all of the net proceeds from the offering of the Securities for general corporate purposes, which may include debt repurchases or and repayments, capital expenditures and other possible acquisitions. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 1312, 2025 2018 (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. BNP Paribas Securities Corp. (“CitigroupBNPP”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 900,000,000 aggregate principal amount of the Company’s 6.7506.625% Senior Notes due 2032 2029 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup BNPP has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13November 4, 2025 2024 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Springleaf Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Barclays Capital Inc. (“Barclays”), Citigroup Global Markets Inc. (“CitigroupCiti”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.7508.875% Senior Notes due 2032 2025 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has Barclays and Citi have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentspaydowns of revolving indebtedness. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13May 14, 2025 2020 (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation (formerly Springleaf Finance Corporation), an Indiana corporation (the “Company”), proposes to issue and sell to BNP Paribas Securities Corp. (“BNPP”), Citigroup Global Markets Inc. (“CitigroupCiti”), Mizuho Securities USA LLC (“Mizuho”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 750,000,000 aggregate principal amount of the Company’s 6.7503.500% Senior Notes due 2032 2027 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has BNPP, Citi and Mizuho have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposesto finance or refinance, which may include debt repurchases in part or repaymentsin full, a portfolio of new or existing loans that meet the eligibility criteria of OneMain Financial’s Social Bond Framework. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13June 22, 2025 2021 (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationFirst National Funding LLC (“FNF LLC” or the “Transferor”), an Indiana corporation a limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “CompanyIssuer”), proposes ) to issue and sell to Citigroup Global Markets Inc. $[__________] principal amount of Class A Series [20__-_] Asset Backed Notes (the “CitigroupNotes”) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and the other several Underwriters named restated in Schedule A its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the “UnderwritersTrust Agreement”), acting severally between the Transferor and not jointlyWilmington Trust Company (“WTC”), the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 as owner trustee (the “SecuritiesOwner Trustee”)) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenturea Second Amended and Restated Master Indenture, dated as of December 3September 23, 2014 2016 (as amended, the “Base Master Indenture”), among between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, the Guarantor and Wilmington Trust, N.A.N.A. , as trustee. Certain terms of supplemented by the Securities will be established pursuant Series [20__-_] Indenture Supplement with respect to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), Notes to be dated as of March 13, 2025 the Closing Date (as defined below) (the “Supplemental Indenture”), to the Base Indenture (Supplement,” and together with the Base Master Indenture, the “Indenture”). This U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”) became the successor indenture trustee under the Master Indenture effective May 1, 2022. The assets of the Issuer include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Securities Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Bank, as “originator” for purposes of the EU Retention Rules and UK Retention Rules (as each separately defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules and UK Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with any relevant regulatory technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation, “UK Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402 as enacted into the laws of the United Kingdom pursuant to the European Union (Withdrawal) A▇▇ ▇▇▇▇, together with any relevant regulatory technical standards adopted by the European Commission prior to 1 January 2021 or by the UK and any guidance published by the European Union supervisory authorities published prior to 1 January 2021 (where such guidance is to be interpreted in light of the United Kingdom's exit from the EU pursuant to relevant guidance issued by the Financial Conduct Authority (the “FCA”)) or by the FCA with respect thereto or to precedent legislation, each as in effect and applicable on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of September 23, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank, in its capacity as RPA Seller and as Servicer, and the Asset Representations Reviewer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and the Asset Representations Review Agreement are referred to herein herein, collectively, as the “Transaction Documents.” The Company hereby confirms its agreements with This Underwriting Agreement is referred to herein as this “Agreement.” To the Underwriters as follows:extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.

Introductory. OneMain Finance CorporationCapital One Multi-asset Execution Trust, an Indiana corporation a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. as beneficiary (the “CitigroupBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the other several Underwriters named Terms Document, each having the date stated in Schedule A the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), acting severally which shall include Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC, and not jointly▇▇▇▇▇ Fargo Securities, LLC, the respective amounts set forth representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in Schedule A their capacity as Underwriters of $600,000,000 aggregate principal amount of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company’s 6.750% Senior Notes due 2032 , the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Securities”Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Securities will be guaranteed Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentLLC Agreement”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinTransfer Agreement, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities Collateral Certificate and the Indenture Notes are collectively referred to herein as the “Transaction DocumentsProgram Agreements.” The Company hereby confirms its agreements has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-189293, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-189293-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. OneMain Finance CorporationCapital One Multi-asset Execution Trust, an Indiana corporation a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. as beneficiary (the “CitigroupBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006, and as amended by the First Amendment thereto, dated as of March 1, 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the other several Underwriters named Terms Document, each having the date stated in Schedule A the applicable Terms Agreement (as so supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, as amended by the First Amendment thereto, dated as of March 1, 2008 and as further amended by the Second Amendment thereto, dated as of July 15, 2010 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through the underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Underwriters”), acting severally which shall include Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC and not jointlyRBC Capital Markets, LLC, the respective amounts set forth representatives of such Underwriters (each a “Representative”, and collectively the “Representatives”, which, if the context herein does require, shall include such Representatives in Schedule A their capacity as Underwriters of $600,000,000 aggregate principal amount of any Notes or as Representatives). Notes sold to the Underwriters for which the Representatives are acting as representatives shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company’s 6.750% Senior Notes due 2032 , the Seller and the Representatives, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Securities”Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Securities will be guaranteed Receivables Purchase Agreement, this Agreement, the applicable Terms Agreement, the Pooling and Servicing Agreement, the Trust Agreement, the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto dated as of March 1, 2008 (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentLLC Agreement”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinTransfer Agreement, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities Collateral Certificate and the Indenture Notes are collectively referred to herein as the “Transaction DocumentsProgram Agreements.” The Company hereby confirms its agreements has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (Nos. 333-205946, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-205946-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsDiamondback Energy, Inc., a Delaware corporation (the “Guarantor” or “ParentCompany”), agrees with the direct parent company of several underwriters named in Schedule A hereto (the Company. Citigroup has agreed to act “Underwriters”), for whom you are acting as the representative of representatives (the “Representatives”), subject to the terms and conditions stated herein, to issue and sell to the several Underwriters (i) U.S. $850,000,000 aggregate principal amount of its 5.200% Senior Notes due 2027 (the “Representative2027 Notes”), (ii) in connection U.S. $850,000,000 aggregate principal amount of its 5.150% Senior Notes due 2030 (the “2030 Notes”), (iii) U.S. $1,300,000,000 aggregate principal amount of its 5.400% Senior Notes due 2034 (the “2034 Notes”), (iv) U.S. $1,500,000,000 aggregate principal amount of its 5.750% Senior Notes due 2054 (the “2054 Notes”), and (v) U.S. $1,000,000,000 aggregate principal amount of its 5.900% Senior Notes due 2064 (the “2064 Notes” and, together with the offering and sale of the Securities. As used herein2027 Notes, the term 2030 Notes, the 2034 Notes and the 2054 Notes, the “Securities” shall include the Guarantee unless the context requires otherwiseNotes”). The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenture, Indenture dated as of December 313, 2014 2022 (the “Base Indenture”), among between the Company and Computershare Trust Company, the Guarantor and Wilmington Trust, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of March 13April 18, 2025 2024 (the “Supplemental Indenture”), to the Base Indenture (,” and together with the Base Indenture, the “Indenture”). This AgreementThe Notes will be guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) by Diamondback E&P LLC (the “Guarantor”). The Offered Securities are being issued in part to fund, if consummated, a portion of the cash consideration in the acquisition (the “Acquisition”) of Endeavor Parent, LLC (“Endeavor”) and its wholly owned subsidiaries, pursuant to that certain Agreement and Plan of Merger, by and among the Company, Eclipse Merger Sub I, LLC, Eclipse Merger Sub II, LLC, Endeavor Manager, LLC (solely for purposes of certain sections set forth therein), and Endeavor Parent, LLC, dated as of February 11, 2024 and amended on March 18, 2024 (together with the exhibits and schedules thereto, as amended, supplemented or otherwise modified, the “Acquisition Agreement”). The Company and the Indenture are referred to herein as the “Transaction Documents.” The Company Guarantor hereby confirms its agreements jointly and severally confirm their agreement with the several Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. BNP Paribas Securities Corp. (“CitigroupBNP”), Mizuho Securities USA LLC (“Mizuho”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 400,000,000 aggregate principal amount of the Company’s 6.7509.000% Senior Notes due 2032 2029 (the “Securities”). The Securities Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has BNP and ▇▇▇▇▇▇ have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the this offering for general corporate purposes, which may include debt repurchases or repaymentsto redeem a portion of its 6.125% Senior Notes due 2024. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a , as supplemented by that certain supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13June 22, 2025 2023 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”) and in accordance with the instructions to be set forth in a Company Order pursuant to Article 2 of the Supplemental Indenture (the “Company Order”). The Company previously issued $500,000,000 aggregate principal amount of its 9.000% Senior Notes due 2029 (the “Existing Securities”) under the Indenture. The Securities, when issued, will constitute “Additional Notes” (as such term is defined in the Indenture). Except as otherwise described in the Disclosure Package, the Securities will have identical terms to the Existing Securities and will be treated together with the Existing Securities as a single class of Securities for all purposes under the Indenture. This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationConAgra Foods, an Indiana Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 250,000,000 aggregate principal amount of the Company’s 6.7501.350% Senior Notes due 2032 2015 (the “Securities2015 Notes”), $250,000,000 aggregate principal amount of the Company’s 2.100% Senior Notes due 2018 (the “2018 Notes”) and $250,000,000 aggregate principal amount of the Company’s 3.250% Senior Notes due 2022 (the “2022 Notes”, and together with the 2015 Notes and the 2018 Notes, the “Notes”). The ▇.▇. ▇▇▇▇▇▇ Securities will be guaranteed LLC (the “GuaranteeJPM”) by OneMain Holdingsand ▇▇▇▇▇▇▇ Lynch, Inc.▇▇▇▇▇▇, a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenture, dated as of December 3October 8, 2014 1990 (the “Base Indenture”), among between the CompanyCompany and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, the Guarantor N.A. and Wilmington Trust, N.A.The Chase Manhattan Bank National Association), as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), . Certain terms of the Notes will be established pursuant to be dated as of March 13, 2025 (the “Supplemental Indenture”), an Officers’ Certificate executed and delivered pursuant to the Base Indenture (together with the Base Indenture, the “Indenture”). This The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, dated December 15, 2006 (the “DTC Agreement”), among the Company, the Securities Trustee and the Indenture are referred to herein as the “Transaction DocumentsDepositary.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationCapital One Multi-asset Execution Trust, an Indiana corporation a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 as beneficiary (the “SecuritiesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenturethe Indenture, dated as of December 3October 9, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A.2002, as trustee. Certain terms amended and restated as of January 13, 2006, and as amended by the Securities will be established pursuant to a supplemental indenture among the CompanyFirst Amendment thereto, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 131, 2025 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document having the date stated in the applicable Terms Agreement (the “Supplemental Indenture”), as so supplemented and as otherwise modified or amended from time to the Base Indenture (together with the Base Indenturetime, the “Indenture”), between the Issuer and The Bank of New York, as trustee (in such capacity, the “Indenture Trustee”). This The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement and the Trust Agreement, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as underwriters, or through certain underwriters which include Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., one or more of which may, with Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., act as the Indenture representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Transaction DocumentsUnderwriters”; each representative thereof may be referred to herein together as a or the “Representative”, or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., in their capacity as Underwriter of any Notes or as Representative). Notes sold to the Underwriters for which Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are the Representatives shall be sold pursuant to a Terms Agreement, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (a “Terms Agreement”), which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company hereby confirms its agreements proposes to file with the Underwriters Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (together with static pool information (the “Static Pool Information”) required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as follows:the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. OneMain Finance Corporation, an Indiana corporation Saks Credit Corporation is the Transferor (the “Company”------------ "Transferor") under the Saks Credit Card Master Trust (the "Trust"), proposes which has issued and will issue, from time to issue time, asset backed securities and sell other interests ("Securities") in one or more series (each, a "Series"). Each Security evidences and will evidence a fractional, undivided percentage interest in the Trust. The property of the Trust includes and will include receivables (the "Receivables") generated from time to Citigroup Global Markets Inc. time in a portfolio of credit card accounts owned by an affiliate of the Transferor (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”"Accounts"), acting severally collections thereon and not jointly, certain related property to be conveyed to the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of Trust by the Company’s 6.750% Senior Notes due 2032 Transferor (the “Securities”"Trust Property"). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering Master Pooling and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indentureServicing Agreement, dated as of December 3August 21, 2014 1997 (as amended or supplemented, the "Pooling and Servicing Agreement") is among the Transferor, Norwest Bank Minnesota, National Association, a national banking association (the “Base Indenture”), among the Company, the Guarantor "Trustee") and Wilmington Trust, N.A.Saks Incorporated, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee servicer (the “Trustee”"Servicer"). The Transferor proposes to enter into the Series 1999-1 Supplement, to be dated as of March 13July 21, 2025 1999 (the “Supplemental Indenture”"Series 1999-1 Supplement"), to the Base Indenture Pooling and Servicing Agreement, pursuant to which $280,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 1999-1 (the "Class A Certificates"), $30,275,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 1999-1 (the "Class B Certificates," and together with the Base IndentureClass A Certificates, the “Indenture”"Certificates") and $68,100,000 aggregate initial principal amount of Collateral Interest, Series 1999-1 (as may be subdivided into separate interests, cumulatively the "Collateral Interest"). This AgreementTo the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement and the Series 1999-1 Supplement. The Transferor proposes to sell to the underwriters identified on Schedule I hereto (the "Underwriters"), for whom Banc of America Securities LLC is acting as representative (the "Representative"), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:principal amount of Certificates identified on Schedule I.

Introductory. OneMain Finance CorporationPIH Acquisition Co., a Delaware corporation (“PIH”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the “Purchasers”) U.S.$151,000,000 principal amount of their 10 3/4% Senior Subordinated Notes Due 2013 (the “Offered Securities”) to be issued under an indenture to be dated as of the Closing Date (as defined below) (the “Indenture”) among the Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as Trustee in a private transaction pursuant to Section 4(2) of the United States Securities Act of 1933, as amended (the “Securities Act”). As part of the transactions described under the heading “The Transactions” in the Offering Document (as defined below), PIH, an Indiana corporation affiliate of Genstar Capital Partners (“Genstar”) and the other equity investors (collectively with Genstar, the “Investors”), pursuant to that certain Agreement and Plan of Merger, dated July 16, 2005 (the “Merger Agreement”), by and among Panolam Holdings II Co., PIH, Panolam Industries Holdings, Inc. (“Holdings”) and TC Group, L.L.C., will merge (the “Acquisition”) with and into Holdings. Through a series of mergers (collectively, the “Mergers”), Holdings will ultimately be merged with and into Panolam Industries International, Inc. (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Company and its subsidiaries will become direct or indirect wholly owned subsidiaries of Holdings. Upon consummation of the Acquisition and the Mergers, the Company, by operation of law, will assume all of PIH’s obligations under this Agreement, and the Company will be the issuer of the Offered Securities. The Offered Securities will be, on the Closing Date (as defined below), guaranteed (the “Guarantees”) on a senior subordinated basis by each of the subsidiaries listed on Schedule A B hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “SecuritiesGuarantors”). The holders of the Offered Securities will be guaranteed (entitled to the “Guarantee”) by OneMain Holdings, Inc., benefits of a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed Registration Rights Agreement to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), Closing Date among the Company, the Guarantor Guarantors and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee Purchasers (the “TrusteeRegistration Rights Agreement”), pursuant to be dated as of March 13, 2025 which the Company and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the “Supplemental IndentureCommission”) registering the exchange and/or resale of the Offered Securities under the Securities Act. This Agreement (including the counterparts to be executed concurrently with the consummation of the Acquisition and the Mergers by the Company and the Guarantors), to the Base Indenture (together with the Base Indenture, the “Indenture”). This AgreementOffered Securities, the Guarantees, the Exchange Securities (as defined in the Registration Rights Agreement), the Guarantees of the Exchange Securities and the Indenture Registration Rights Agreement are referred to herein in this Agreement collectively as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:the

Introductory. OneMain Finance L-3 Communications Corporation, an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 800,000,000 in aggregate principal amount of the Company’s 6.7504.750% Senior Notes due 2032 2020 (the “SecuritiesNotes”). The Banc of America Securities will be guaranteed LLC (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentBAS”), the direct parent company of the Company. Citigroup has Barclays Capital Inc. and Deutsche Bank Securities Inc. have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenture, dated as of December 3May 21, 2014 2010 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.The Bank of New York Mellon, as trusteetrustee (the “Trustee”). Certain terms of the Securities Notes will be established pursuant to a supplemental indenture among the Companyindenture, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 the Closing Date (as defined in Section 2 below) (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This The Notes will be guaranteed (the “Guarantees”) on an unsecured senior basis by each of the entities listed on Exhibit A hereto (the “Guarantors”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company and the Guarantors have prepared and filed with the Securities and the Indenture are referred to herein as Exchange Commission (the “Transaction Documents.” The Company hereby confirms its agreements Commission”) a registration statement on Form S-3 (File No. 333-165756), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the Underwriters public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as follows:amended, and the rules and regulations

Introductory. OneMain Finance CorporationCapital One Multi-asset Execution Trust, an Indiana corporation a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. as beneficiary (the “CitigroupBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Notes will be issued pursuant to the Indenture, dated as of October 9, 2002, as amended and restated as of January 13, 2006 and March 17, 2016, and as further amended by the First Amendment thereto, dated as of October 1, 2022, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the other several Underwriters named Terms Document, each having the date stated in Schedule A the applicable Terms Agreement (as so amended and supplemented and as otherwise modified or amended from time to time, the “Indenture”), between the Issuer and The Bank of New York Mellon, as trustee (in such capacity, the “Indenture Trustee”). The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “UnderwritersCollateral”). Capital One, National Association, a national banking association (as successor to Capital One Bank (USA), National Association) (the “Bank” and the “Seller”), acting severally has entered into the Amended and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indentureRestated Receivables Purchase Agreement, dated as of December 3July 1, 2014 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008, the Second Amendment thereto, dated as of March 17, 2016, and the Third Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Base IndentureReceivables”) generated from time to time in certain designated consumer and small business revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006, July 1, 2007 and March 17, 2016, and as amended by the First Amendment thereto, dated as of January 27, 2017, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement, dated as of October 9, 2002, as amended and restated as of March 17, 2016, and as further amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Series Supplement”), among the Company, as Transferor (as defined in the Guarantor Pooling and Wilmington TrustServicing Agreement), N.A.the Bank, as trusteeservicer (the “Servicer”), and The Bank of New York Mellon, as trustee (in such capacity, the “Master Trust Trustee”). Certain terms References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement, the Trust Agreement, and the Transfer and Administration Agreement, dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Transfer Agreement”), among the Issuer, the Transferor, the Bank, as administrator, and the Indenture Trustee, the Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Securities Master Trust. The Receivables will be established subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to a supplemental indenture and in accordance with an Asset Representations Review Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time the “Asset Representations Review Agreement”), among the Bank, the Company, the Guarantor Servicer, and HSBC Bank USAthe Asset Representations Reviewer. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through RBC Capital Markets, N.A., as series trustee LLC (the “TrusteeUnderwriter”). Notes sold to the Underwriter shall be sold pursuant to one or more Terms Agreements, among the Issuer, the Company, the Seller and the Underwriter, a form of which is attached hereto as Exhibit A (each, a “Terms Agreement”), each of which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to be such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Receivables Purchase Agreement; this Agreement; the applicable Terms Agreement; the Pooling and Servicing Agreement; the Trust Agreement; the Amended and Restated Limited Liability Company Agreement of the Company dated as of July 31, 2002, as amended by the First Amendment thereto, dated as of March 131, 2025 2008, and the Second Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Supplemental LLC Agreement”); the Transfer Agreement; the Indenture; the Asset Representations Review Agreement; the Dispute Resolution Agreement, dated as of March 17, 2016, as amended by the First Amendment thereto, dated as of October 1, 2022 (as so amended and as otherwise modified or amended from time to time, the “Dispute Resolution Agreement”), to among the Base Indenture (together with the Base IndentureBank, the “Indenture”). This Agreement, the Securities Company and the Indenture Master Trust Trustee; the Collateral Certificate; and the Notes are collectively referred to herein as the “Transaction DocumentsProgram Agreements.” The Company hereby confirms its agreements has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (Nos. 333- 262382, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-262382-02), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.

Introductory. OneMain Prologis Euro Finance CorporationLLC, an Indiana corporation a Delaware limited liability company (the “CompanyIssuer”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”,” which term shall also include any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $600,000,000 €550,000,000 aggregate principal amount of the CompanyIssuer’s 6.7504.000% Senior Notes due 2032 2034 (the “Debt Securities”). The BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.▇. ▇▇▇▇▇▇ Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has plc and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. International plc have agreed to act as the representative lead managers of the several Underwriters (in such capacity, the “RepresentativeLead Managers”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsSecurities (as defined below). The Securities will be issued pursuant to an indenture, dated as of December 3August 1, 2014 2018 (as defined below) (the “Base Indenture”), among the CompanyIssuer, Prologis, L.P., a Delaware limited partnership, as the parent guarantor (the “Parent Guarantor” and, together with the Issuer, the Guarantor “Transaction Parties”), and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be as supplemented by the first supplemental indenture, dated as of March 13August 1, 2025 2018 (the “First Supplemental Indenture”)” and, to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, among the Issuer, the Securities Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the Indenture are “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to herein below. The Securities will be issued in book-entry form and registered in the name of a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). Pursuant to the Indenture, the Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Guarantees” and, together with the Debt Securities, the “Securities”), to each holder of Debt Securities, (i) the full and prompt payment of the principal of and any premium, if any, on any Debt Securities when and as the “Transaction Documentssame shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full and prompt payment of any interest on any Debt Securities when and as the same shall become due and payable.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationITC Holdings Corp., an Indiana a Michigan corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A hereto (collectively, the initial “Purchasers”) for whom Credit Suisse (“Credit Suisse”) and ▇▇▇▇▇▇ Brothers Inc. (“Lehman”) are acting as representatives (the “UnderwritersRepresentatives”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 ) U.S.$255,000,000 aggregate principal amount of the Company’s 6.750its 5.875% Senior Notes due 2032 2016 (the “Securities2016 Senior Notes”). The Securities will be guaranteed ) and U.S.$255,000,000 aggregate principal amount of its 6.375% Senior notes due 2036 (the “Guarantee2036 Senior Notes” and, together with the 2016 Senior Notes, the “Offered Securities”) by OneMain Holdings, Inc., a Delaware corporation to be issued under an indenture (the “Guarantor” or “ParentOriginal Indenture”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3July 16, 2014 2003, between the Company and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company), as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of July 16, 2003 (the “Base First Supplemental Indenture”), among and as proposed to be amended and supplemented by the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”)Second Supplemental Indenture, to be dated as of March 13October 10, 2025 2006 (the “Second Supplemental Indenture”)” and, to the Base Indenture (together with the Base First Supplemental Indenture and the Original Indenture, the “Indenture”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The Offered Securities are being sold by the Company in connection with the acquisition (the “Acquisition”), pursuant to that certain purchase agreement, dated as of May 11, 2006, among TE Power Opportunities Investors, L.P., Mich 1400 LLC, MEAP US Holdings Ltd., Macquarie Essential Asset Partnership (“MEAP”), Evercore Co-Investment Partnership II L.P., Evercore METC Capital Partners II L.P. and the other parties thereto (the “Acquisition Agreement”) and, together with the Ancillary Agreements (as defined in the Acquisition Agreement), the “Acquisition Documents.” Pursuant to the Acquisition Agreement, the Company will acquire indirect ownership of all of the partnership interests in Michigan Transco Holdings, Limited Partnership (“MTH”), the sole member of Michigan Electric Transmission Company, LLC, a wholly owned subsidiary of MTH (“METC”), in a transaction valued at approximately $867.3 million. Upon consummation of the Acquisition, METC will be an indirect wholly owned subsidiary of the Company. In connection with the Acquisition, (A) the Company will issue approximately 6,580,987 shares of its common stock in a public offering (the “Common Stock Offering”), (B) the Company will issue shares of its common stock to MEAP with an aggregate value of $70.0 million and (C) the Company will enter into a Stockholders Agreement with MEAP. The issuance of Common Stock to MEAP, the Common Stock Offering and the issuance of Offered Securities contemplated hereby as referred to as the “Financings.” The Acquisition, the Financings and the related transactions are referred to as the “Transactions.” This Agreement, the Securities Acquisition Documents and the Indenture documents relating to the Financings are collectively referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements agrees with the Underwriters several Purchasers as follows:

Introductory. OneMain Finance Corporation(a) Howmet Aerospace Inc., an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting severally and not jointlyas representative, the respective amounts set forth in Schedule A of $600,000,000 an aggregate principal amount of the Company’s 6.750$500,000,000 of its 4.850% Senior Notes notes due 2032 2031 (the “Securities”). The Securities will , to be guaranteed issued under the indenture dated as of September 30, 1993 (the “GuaranteeOriginal Indenture”) by OneMain Holdings), Inc.between the Company and The Bank of New York Mellon Trust Company, a Delaware corporation N.A., as trustee (the “Guarantor” or “ParentTrustee”), as successor to J.▇. ▇▇▇▇▇▇ Trust Company, National Association (formerly known as Chase Manhattan Trust Company, National Association), as supplemented by the direct parent company first supplemental indenture dated as of January 25, 2007 between the Company. Citigroup has agreed to act as Company and the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinTrustee, the term “Securities” shall include second supplemental indenture dated as of July 15, 2008 between the Guarantee unless Company and the context requires otherwise. The Company intends to use all of Trustee, the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, fourth supplemental indenture dated as of December 331, 2014 2017 between the Company and the Trustee and the fifth supplemental indenture dated as of April 16, 2020 between the Company and the Trustee (as so supplemented, the “Base Indenture”), among ) between the Company, Company and the Guarantor and Wilmington Trust, N.A., as trusteeTrustee. Certain terms of the Securities will be established pursuant to an officers’ certificate pursuant to Section 301 of the Indenture (the “Officers’ Certificate”). (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated August 8, 2024 and accompanying base prospectus dated May 23, 2023 (together, the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Act) identified in Schedule II hereto, including the final term sheet filed with the Commission pursuant to Rule 433 under the Act and attached hereto as Schedule III (the “Final Term Sheet”). (c) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a supplemental indenture among financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (transactions contemplated hereby or other matters relating to such transactions will be performed solely for the “Trustee”), to be dated as benefit of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:and shall not be on behalf of the Company.

Introductory. OneMain LYB International Finance CorporationIII, an Indiana corporation LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 500,000,000 aggregate principal amount of the CompanyIssuer’s 6.7505.125% Senior Guaranteed Notes due 2032 2031 (the “2031 Notes”) and $1,000,000,000 aggregate principal amount of the Issuer’s 5.875% Guaranteed Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Citigroup Global Markets Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the CompanyDeutsche Bank Securities Inc. and J.▇. Citigroup has ▇▇▇▇▇▇ Securities LLC have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, the base indenture dated as of December 3October 10, 2014 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture”),” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, the Guarantor and Wilmington TrustComputershare Trust Company, N.A., as trustee. Certain terms base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of the Securities will be established pursuant to a supplemental indenture among the New York Mellon Trust Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 ) (the “Supplemental Indenture”), ) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Base Indenture Closing Date (together with as defined below) establishing the Base Indentureterms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Securities Indenture and the Indenture Notes are hereinafter referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance CorporationProLogis, an Indiana corporation a Maryland real estate investment trust (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $600,000,000 550,000,000 aggregate principal amount of the Company’s 6.7505.625% Senior Notes due 2032 2016 (the “SecuritiesNotes”). The Banc of America Securities will be guaranteed LLC (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentBAS”), the direct parent company of the Company. Citigroup has Global Markets Inc. and Greenwich Capital Markets, Inc. have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenture, dated as of December 3March 1, 2014 1995 (the “Base Indenture”), among between the Company and U.S. Bank National Association (formerly State Street Bank and Trust Company, the Guarantor and Wilmington Trust, N.A.), as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be as supplemented by the first supplemental indenture, dated as of March 13February 9, 2025 2005 (the “First Supplemental Indenture”), to the Base Indenture second supplemental indenture, dated as of November 2, 2005 (the “Second Supplemental Indenture”) and the third supplemental indenture, dated as of November 2, 2005 (the “Third Supplemental Indenture” and together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). This Certain terms of each series of Notes will be established pursuant to Board Resolutions (as defined in the Indenture) adopted by the Company pursuant to Section 301 of the Indenture. The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, dated December 29, 2003 (as defined in Section 2 below) (the “DTC Agreement”), between the Company and the Depositary. The Company has prepared and filed with the Securities and the Indenture are referred to herein as Exchange Commission (the “Transaction Documents.” The Company hereby confirms its agreements Commission”) a registration statement on Form S-3 (File No. 333-132616), which contains a base prospectus dated August 21, 2006 (the “Base Prospectus”), to be used in connection with the Underwriters public offering and sale of debt securities, including the Notes, and other securities of the Company under the Securities Act of 1933, as follows:amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to

Introductory. OneMain Finance CorporationPrestige Brands, an Indiana corporation Inc. (the “Company”), a Delaware corporation and a direct wholly-owned subsidiary of Prestige Brands Holdings, Inc. (“Parent”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters Initial Purchasers named in Schedule A (collectivelyeach an “Initial Purchaser” and together, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 250,000,000 aggregate principal amount of the Company’s 6.7508.125% Senior Notes due 2032 2020 (the “SecuritiesNotes”). The Securities will be guaranteed ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), the direct parent company of the Company. Citigroup has Global Markets Inc. (“Citi”) and RBC Capital Markets, LLC have agreed to act as the representative representatives of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsNotes. The Securities (as defined below) will be issued pursuant to an indenture, indenture to be dated as of December 3January 31, 2014 2012 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.U.S. Bank National Association, as trusteetrustee (the “Trustee”). Certain terms of the Securities Notes will be established issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a supplemental indenture rider to a blanket letter of representations to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantor Trustee and HSBC the Depositary. The Company has previously issued $250,000,000 in aggregate principal amount of its 8.25% Senior Notes due 2018 (the “Existing Notes”) pursuant to an indenture, dated as of March 24, 2010, between the Company, Parent, the guarantors party thereto and U.S. Bank USA, N.A.National Association, as series trustee (the “Trustee”), as supplemented by that first supplemental indenture, dated as of November 1, 2010, between the Company, Parent, the guarantors listed on the signature pages thereto and the Trustee (as supplemented, the “Existing Notes Indenture”). The holders of the Notes will be entitled to the benefits of a registration rights agreement to be dated as of March 13January 31, 2025 2012 (the “Supplemental IndentureRegistration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Base Indenture Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Parent and the subsidiary guarantors listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (the entities described in clauses (i) and (ii), collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” In connection with the issuance of the Securities, the Company (i) will pay in full all amounts outstanding (including all accrued and unpaid interest) and terminate all commitments under its senior secured credit facility dated as of March 24, 2010, as amended (the “Existing Credit Facility”), and (ii) will enter into (I) a new senior secured term loan facility (the “New Secured Term Loan Facility”) and (II) a new asset-based revolving credit facility (the “New ABL Revolving Credit Facility”, together with the Base IndentureNew Secured Term Loan Facility, the “IndentureNew Credit Facilities”), among the Company, as borrower thereunder, Citibank, N.A. as Administrative Agent, and the lenders and guarantors party thereto. The net proceeds from the sale of the Securities, together with borrowings under the New Credit Facilities and cash on hand will be used to repay all amounts outstanding under the Existing Credit Facility and terminate the associated credit agreement and to finance the acquisition of certain OTC healthcare assets (the “GSK Brands”) by Parent pursuant to the Business Sale and Purchase Agreement I, dated December 20, 2011, by and among GlaxoSmithKline LLC, GlaxoSmithKline plc, certain other parties thereto and Parent (the “BSPA I”) and pursuant to the Business Sale and Purchase Agreement II, dated December 20, 2011, by and among GlaxoSmithKline LLC, GlaxoSmithKline plc, certain other parties thereto and Parent (the “BSPA II”, together with the BSPA I, the “Acquisition Agreements”), and to pay related fees and expenses. Additionally, the Company will cause the Existing Notes to be equally and ratably secured with the New Secured Term Loan Facility. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time at which sales of the Securities are made is referred to as the “Time of Sale”). This AgreementThe Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated January 18, 2012 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated January 24, 2012 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement, including those documents incorporated by reference therein, are herein referred to herein as the “Transaction DocumentsPricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Underwriters Initial Purchasers as follows:

Introductory. OneMain Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, an Indiana a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of the CompanyPartnership’s 6.7508.250% Senior Notes due 2032 2029 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsBofA Securities, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup Inc. has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinNotes and the Guarantees (as defined below), which are collectively referred to herein as the term “Securities.” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3May 21, 2014 2015 (the “Base Indenture”), among the CompanyIssuers, certain subsidiaries of the Guarantor Partnership named therein as guarantors and Wilmington TrustU.S. Bank, N.A.National Association, a national banking association and the original trustee under such indenture (the “Original Trustee”), as trustee. Certain terms amended by the Agreement of Resignation, Appointment and Acceptance, dated September 30, 2020 (the Securities will be established “Trustee Replacement Agreement”) pursuant to a supplemental indenture among which the CompanyOriginal Trustee resigned as trustee thereunder and Regions Bank, an Alabama banking corporation, became the Guarantor and HSBC Bank USA, N.A., as series successor trustee thereunder (the “Trustee”), and as further amended and supplemented by the Twentieth Supplemental Indenture, to be dated as of March 13December 7, 2025 2023 (the “Supplemental Indenture”), to among the Base Indenture Issuers, the Guarantors (together with as defined below) and the Trustee (the Base Indenture, as so amended and supplemented, being referred to herein as the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” (collectively, the “Guarantors”) and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees included in the Indenture (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This agreement (this “Agreement”), the DTC Agreement, the Securities Indenture and the Indenture Securities are referred to herein collectively as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance CorporationTrinity Rail Leasing 2012 LLC (in the process of changing its name to TRP 2021 LLC), an Indiana corporation a Delaware limited liability company (the “CompanyIssuer”) a wholly‑owned special purpose subsidiary of TRP 2021 Railcar Holdings LLC (“TRP Holdings”), proposes a wholly owned subsidiary of RIV 2013 Rail Holdings LLC (“RIV 2013”), a joint venture among Trinity Industries Leasing Company (“TILC”), a minority member of RIV 2013, and other members that are unaffiliated with TILC, proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Credit Suisse Securities (USA) LLC (“CS”), ▇▇▇▇▇ Fargo Securities LLC (“▇▇▇▇▇ Fargo”), Credit Agricole Securities (USA) Inc. (“CitigroupCA”), Deutsche Bank Securities Inc. (“DB”), BofA Securities, Inc. (“BofA”) and the other several Underwriters named in Schedule A Fifth Third Securities, Inc. (“Fifth Third”) (each, an “Initial Purchaser” and collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in Schedule A of ) U.S. $600,000,000 aggregate 334,000,000 principal amount of the Company’s 6.750% Senior its Series 2021-1 Class A Green Secured Railcar Equipment Notes due 2032 (the “SecuritiesClass A Notes”). The Securities will be guaranteed ) and U.S. $21,000,000 principal amount of its Series 2021-1 Class B Green Secured Railcar Equipment Notes (the “GuaranteeClass B Notes” and, together with the Class A Notes, the “Offered Notes”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 the Master Indenture (the “Base Master Indenture”), among as supplemented by the CompanySeries 2021-1 Supplement thereto (the “Series 2021-1 Supplemental Indenture” and, together with the Master Indenture, the Guarantor “Indenture”), each to be dated on or about June 15, 2021, between the Issuer and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”). The United States Securities Act of 1933, to be dated as of March 13amended, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture rules and regulations promulgated thereunder are herein referred to herein as the “Transaction DocumentsSecurities Act.” The Company hereby confirms its agreements with Capitalized terms used but not defined herein shall have the Underwriters meanings given to such terms in the Offering Circular (as follows:defined below).

Introductory. OneMain Finance CorporationBRE Properties, an Indiana Inc., a Maryland corporation (the “Company”), proposes to issue and sell from time to Citigroup Global Markets Inc. time certain of its unsecured debt securities registered under the registration statements referred to in Section 2(a) (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Registered Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Registered Securities will be issued pursuant to under an indenture, dated as of December 3June 23, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A.1997, as trustee. Certain terms of the Securities will be established pursuant to amended by a first supplemental indenture among the Companydated April 23, the Guarantor and HSBC Bank USA, N.A., as series trustee 1998 (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are collectively referred to herein as the “Transaction DocumentsIndenture”), between the Company and J.▇. ▇▇▇▇▇▇ Trust Company, National Association (successor to Chase Manhattan Bank and Trust Company, National Association), as successor trustee (“Trustee”), in one or more series, which series may vary as to interest rates, maturities, redemption provisions, selling prices and other terms, with all such terms for any particular series of the Registered Securities being determined at the time of sale. Particular series of the Registered Securities will be sold pursuant to a Terms Agreement referred to in Section 3, for resale in accordance with terms of offering determined at the time of sale. The Registered Securities involved in any such offering are hereinafter referred to as the “Offered Securities”. The firm or firms which agree to purchase the Offered Securities are hereinafter referred to as the “Underwriters” of such securities, and the representative or representatives of the Underwriters, if any, specified in a Terms Agreement referred to in Section 3 are hereinafter referred to as the “Representatives”; provided, however, that if the Terms Agreement does not specify any representative of the Underwriters, the term “Representatives”, as used in this Agreement (other than in Sections 2(b), 5(c) and 6 and the second sentence of Section 3), shall mean the Underwriters.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation(a) Alcoa Inc., an Indiana a Pennsylvania corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting severally and not jointlyas representatives, the respective amounts set forth in Schedule A of $600,000,000 an aggregate principal amount of the Company’s 6.750$1,250,000,000.00 of its 5.125% Senior Notes notes due 2032 2024 (the “Securities”). The Securities will , to be guaranteed issued under the indenture dated as of September 30, 1993 (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Original Indenture”), among between the Company and The Bank of New York Mellon Trust Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as successor to be ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association (formerly known as Chase Manhattan Trust Company, N.A.), as supplemented by the first supplemental indenture dated as of January 25, 2007 (the “First Supplemental Indenture”) between the Company and the Trustee, the second supplemental indenture dated as of July 15, 2008 (the “Second Supplemental Indenture”) between the Company and the Trustee, and the third supplemental indenture dated as of March 1324, 2025 2009 (the “Third Supplemental Indenture”), to the Base Indenture (and together with the Base Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”) between the Company and the Trustee. (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”). This Agreement, the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated September 16, 2014 and accompanying base prospectus dated July 30, 2014 (together, the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and the Indenture are referred to herein as Exchange Commission (the “Transaction DocumentsCommission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Act) identified in Schedule II hereto, including any final term sheet filed with the Commission pursuant to Rule 433 under the Act and attached hereto as Schedule III (the “Final Term Sheet”).” (c) The Company hereby confirms its agreements with acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as follows:a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Introductory. OneMain Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, an Indiana a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 750,000,000 aggregate principal amount of the CompanyPartnership’s 6.7507.750% Senior Notes due 2032 2028 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup BMO Capital Markets Corp. has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinNotes and the Guarantees (as defined below), which are collectively referred to herein as the term “Securities.” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3May 21, 2014 2015 (the “Base Indenture”), among the CompanyIssuers, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as amended and supplemented by that certain fourteenth supplemental indenture, to be dated as of March 13January 16, 2025 2020 (the “Supplemental Indenture”), to among the Base Indenture Issuers, the Guarantors and the Trustee (together with the Base Indentureas so amended and supplemented, the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This agreement (this “Agreement”), the DTC Agreement, the Securities Indenture and the Indenture Securities are referred to herein collectively as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance CorporationDynegy Holdings Inc., an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. Adio Bond, LLC, a Delaware limited liability company (the “CitigroupSelling Noteholder”) and ), confirm their agreement with the other several Underwriters purchasers named in Schedule A hereto (collectively, the “UnderwritersPurchasers”), acting severally and not jointly, with respect to the respective amounts set forth in Schedule A sale by the Selling Noteholder of $600,000,000 235,000,000 aggregate principal amount of the Company’s 6.7507.50% Senior Unsecured Notes due 2032 2015 (the “Offered Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., which were issued under a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, fifth supplemental indenture dated as of December 31, 2014 (2009 to the “Base Indenture”)indenture dated September 26, among the Company, the Guarantor and Wilmington Trust, N.A.1996, as trustee. Certain terms amended and restated as of the Securities will be established pursuant to March 23, 1998, as further amended and restated as of March 14, 2001, and as supplemented by a first supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13July 25, 2025 2003, a second supplemental indenture dated as of April 12, 2006, a third supplemental indenture dated as of May 24, 2007 and a fourth supplemental indenture dated as of May 24, 2007 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenturecollectively, the “Indenture”), between the Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, N.A.), as Trustee, on a private placement basis pursuant to an exemption under the United States Securities Act of 1933 (the “Securities Act”), and hereby agree with the several Purchasers as follows. This The Company and the Selling Noteholder have completed a series of transactions described in the Preliminary Offering Circular and the Final Offering Circular under the heading “Summary-LS Power Transactions” (such transactions, the “Transactions”). As part of the Transactions and pursuant to a Purchase Agreement dated as of August 9, 2009 between the Company and the Selling Noteholder (the “Noteholder Purchase Agreement”), the Company has issued and sold to the Selling Noteholder the Offered Securities. The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of December 1, 2009 between the Company and the Selling Noteholder (the “Registration Rights Agreement”), pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”) to exchange the Offered Securities for a new class of securities with substantially identical terms as the Offered Securities issued under the Indenture are referred and registered under the Securities Act subject to herein as the “Transaction Documentsterms and conditions therein specified.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationPrestige Brands, an Indiana corporation Inc. (the “Company”), a Delaware corporation and a direct wholly-owned subsidiary of Prestige Brands Holdings, Inc. (“Parent”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters Initial Purchasers named in Schedule A (collectivelyeach an “Initial Purchaser” and together, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 100,000,000 aggregate principal amount of the Company’s 6.750's 8.25% Senior Notes due 2032 2018 (the “SecuritiesNotes”). The Banc of America Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has LLC and Deutsche Bank Securities Inc. have agreed to act as the representative representatives of the several Underwriters Initial Purchasers (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsNotes. The Securities (as defined below) will be issued pursuant to an indenture, indenture dated as of December 3March 24, 2014 2010 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of March 13November 1, 2025 2010 (the “Supplemental Indenture”), to the Base Indenture (together ” and collectively with the Base Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee, relating to the issuance of the Notes. This Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations dated April 6, 2004 (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company has previously issued $150,000,000 in aggregate principal amount of its 8.25% Senior Notes due 2018 under the Base Indenture (the “Existing Notes”). The Notes constitute “Additional Notes” (as such term is defined in the Base Indenture). The holders of the Notes will be entitled to the benefits of a registration rights agreement to be dated as of November 1, 2010 (the “Registration Rights Agreement”), among the Company, the Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Notes (the “Exchange Notes”) to be offered in exchange for the Notes (the “Exchange Offer”) and (ii) a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. All references herein to the Exchange Notes and the Exchange Offer are only applicable if the Company and the Guarantors are in fact required to consummate the Exchange Offer pursuant to the terms of the Registration Rights Agreement. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) Parent and the subsidiary guarantors listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (the entities described in clauses (i) and (ii), collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities;” and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Company is currently party to that certain senior secured credit agreement, dated as of March 24, 2010 (the “Existing Credit Agreement”), among the Company as borrower thereunder, Banc of America Securities LLC as joint-lead arranger and joint book-running manager, Bank of America, N.A. as administrative agent, Deutsche Bank Securities Inc. as joint-lead arranger, joint book-running manager and syndication agent, and the lenders and guarantors party thereto. Concurrently with the issuance of the Notes, an incremental term loan will be issued under the Existing Credit Agreement pursuant to an Increase Joinder, dated as of November 1, 2010 (the “Increase Joinder”), among the Company as borrower thereunder, Parent, the Guarantors, the increase lenders party thereto, Bank of America, N.A. as administrative agent for the lenders and the issuers and collateral agent for the secured parties, Deutsche Bank Securities Inc. as syndication agent, and the Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint-lead arrangers. The proceeds from the sale of the Notes, together with new borrowings under the Increase Joinder will be used to finance the acquisition of all of the capital stock of Blacksmith Brands Holdings, Inc., a Delaware corporation (“Blacksmith”), by the Company pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) dated as of September 14, 2010, among the Company, Blacksmith and the stockholders of Blacksmith, and to pay related fees and expenses. Blacksmith and Blacksmith Brands, Inc., its wholly-owned subsidiary, shall become Guarantors under the Supplemental Indenture and shall each become a party to this Agreement on the Closing Date pursuant to a joinder agreement (the “Joinder Agreement”) dated as of the Closing Date substantially in the form of the joinder agreement attached as Annex II hereto. The representations, warranties and agreements of Blacksmith shall not become effective until the Closing Date, at which time such representations, warranties and agreements shall become effective as of the date hereof and the Closing Date pursuant to the terms of the Joinder Agreement. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time at which sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 22, 2010 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 22, 2010 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement, including those documents incorporated by reference therein, are herein referred to herein as the “Transaction DocumentsPricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Underwriters Initial Purchasers as follows:

Introductory. OneMain Finance Unit Corporation, an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters for whom you (the “Representative”) in connection with are acting as representative, $250,000,000 principal amount of its 6 5/8% Senior Subordinated Notes due 2021 (the offering and sale “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the Securitiessubsidiary guarantors named in Schedule B hereto (the “Guarantors”). As used herein, The Notes and the term Guarantees are collectively referred to herein as the “Securities.” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, indenture dated as of December 3May 18, 2014 2011 (the “Base Indenture”), among the Company, the Guarantor Guarantors and Wilmington Trust, N.A.Trust FSB, as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13May 18, 2025 2011 (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This AgreementTo the extent there are no additional underwriters listed on Schedule A other than you, the Securities term Representative as used herein shall mean you as the Underwriter. The use of the neuter in this Underwriting Agreement (the “Agreement”) shall include the feminine and masculine wherever appropriate. The Company hereby confirms its engagement of BB&T Capital Markets, a division of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇▇, LLC (“BB&T”) as, and BB&T hereby confirms its agreement with the Indenture are Company to render services as, the “qualified independent underwriter,” within the meaning of FINRA Rule 5121(f)(12) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Notes. BB&T, solely in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the “Transaction DocumentsQIU.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance CorporationSovran Acquisition Limited Partnership, an Indiana a Delaware limited partnership (the “Operating Partnership”), Sovran Self Storage, Inc., a Maryland corporation (the “Company”)) and Sovran Holdings, Inc., a Delaware corporation, the general partner of the Operating Partnership and wholly-owned subsidiary of the Company (together with the Company and the Operating Partnership, the “Transaction Entities”) proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of ) $600,000,000 aggregate principal amount of the Company’s 6.7503.500% Senior Notes due 2032 2026 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed Notes are to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indentureindenture to be dated on or about June 20, dated 2016 among the Operating Partnership, ▇▇▇▇▇ Fargo Bank, National Association, as of December 3trustee (the “Trustee”), 2014 and the Company, as guarantor (the “Base Indenture”), as supplemented by the first supplemental indenture to be dated on or about June 20, 2016 among the Operating Partnership, the Trustee and the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 guarantor (the “Supplemental Indenture”), to the Base Indenture (,” and together with the Base Indenture, the “Indenture”). ▇▇▇▇▇ Fargo Securities, LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. and U.S. Bancorp Investments, Inc. have agreed to act as the representative of the several Underwriters (in such capacity, the “Representatives”) in connection with issuance and sale of the Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Underwriters shall be referred to as this “Agreement.” The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest by the Company (the “Guarantees” and together with the Notes, the “Securities”) in accordance with the terms of the Notes and the Indenture. Notes issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”). The Transaction Entities have entered into a purchase agreement (the “Purchase Agreement”) with LifeStorage, LP (“LifeStorage”). Pursuant to the terms of the Purchase Agreement, the Securities Transaction Entities have agreed to acquire LifeStorage (the “Acquisition”). The Transaction Entities expect to fund a portion of the purchase price of the Acquisition with the proceeds from the issuance and sale of the Notes pursuant to this Agreement. Contemporaneously with entering into the Purchase Agreement, the Transaction Entities also obtained a commitment (the “Bridge Loan Commitment”) from ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇▇▇ Fargo Securities, LLC, Citigroup Global Markets Inc. and SunTrust Bank to provide a bridge loan facility (the “Facility”), for purposes of financing the Acquisition and to pay related fees and expenses. The Purchase Agreement and the Indenture Bridge Loan Commitment are collectively referred to herein as the “Transaction DocumentsAgreements.” The Company Each of the Transaction Entities jointly and severally hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationT1 Energy Inc., an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and agrees with the other several Underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally ) to issue and not jointly, sell to the respective amounts set forth in Schedule A of several Underwriters $600,000,000 aggregate 140,000,000 principal amount of the Company’s 6.7505.25% Convertible Senior Notes due 2032 2030 of the Company (the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $21,000,000 principal amount of 5.25% Convertible Senior Notes due 2030 of the Company (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be guaranteed convertible into cash, shares of the Company’s common stock, par value $0.01 per share (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentCommon Stock”), or a combination of cash and shares of Common Stock at the direct parent company option of the Company. Citigroup has agreed to act , as set forth in the representative of the several Underwriters Indenture (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsas defined below). The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 indenture (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to supplemented by a supplemental indenture among (the Base Indenture, as so supplemented, the “Indenture”), in each case, to be dated as of the Closing Date, between the Company and U.S. Bank Trust Company, the Guarantor and HSBC Bank USA, N.A., as series trustee National Association (the “Trustee”). If no other Underwriters are listed on Schedule A hereto, all references to be dated as the Representatives and the Underwriters shall refer only to those identified above. Substantially concurrently with the offering of March 13the Securities, 2025 the Company will, among other things, issue and sell up to 28,282,830 shares of its Common Stock (the “Supplemental IndentureShares”), pursuant to a separate underwriting agreement and separate prospectus supplement, subject to customary closing conditions (such offering, the Base Indenture (“Concurrent Offering”). The offering of the Securities is not contingent upon the completion of the Concurrent Offering, the Concurrent Offering is not contingent upon the completion of the offering of the Securities, and the Securities are not being offered together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction DocumentsShares.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation(a) Howmet Aerospace Inc., an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting severally and not jointlyas representative, the respective amounts set forth in Schedule A of $600,000,000 an aggregate principal amount of the Company’s 6.750$700,000,000 of its 3.000% Senior Notes notes due 2032 2029 (the “Securities”). The Securities will , to be guaranteed issued under the indenture dated as of September 30, 1993 (the “GuaranteeOriginal Indenture”) by OneMain Holdings), Inc.between the Company and The Bank of New York Mellon Trust Company, a Delaware corporation N.A., as trustee (the “Guarantor” or “ParentTrustee”), as successor to ▇.▇. ▇▇▇▇▇▇ Trust Company, National Association (formerly known as Chase Manhattan Trust Company, National Association), as supplemented by the direct parent company first supplemental indenture dated as of January 25, 2007 between the Company. Citigroup has agreed to act as Company and the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinTrustee, the term “Securities” shall include second supplemental indenture dated as of July 15, 2008 between the Guarantee unless Company and the context requires otherwise. The Company intends to use all of Trustee, the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, fourth supplemental indenture dated as of December 331, 2014 2017 between the Company and the Trustee and the fifth supplemental indenture dated as of April 16, 2020 between the Company and the Trustee (as so supplemented, the “Base Indenture”), among ) between the Company, Company and the Guarantor and Wilmington Trust, N.A., as trusteeTrustee. Certain terms of the Securities will be established pursuant to an officers’ certificate pursuant to Section 301 of the Indenture (the “Officers’ Certificate”). (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated August 18, 2021 and accompanying base prospectus dated April 16, 2020 (together, the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Act) identified in Schedule II hereto, including the final term sheet filed with the Commission pursuant to Rule 433 under the Act and attached hereto as Schedule III (the “Final Term Sheet”). (c) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a supplemental indenture among financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (transactions contemplated hereby or other matters relating to such transactions will be performed solely for the “Trustee”), to be dated as benefit of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:and shall not be on behalf of the Company.

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc.DUKE ENERGY CORPORATION, a Delaware corporation (the “Guarantor” or “ParentCorporation”), proposes, subject to the direct parent company terms and conditions stated herein, to issue and sell €750,000,000 aggregate principal amount of the Company. Citigroup has agreed to act as the representative of the several Underwriters 3.75% Senior Notes due 2031 (the “RepresentativeNotes”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to the provisions of an indentureIndenture, dated as of December June 3, 2014 2008, (the “Base Original Indenture”)) as supplemented from time to time by supplemental indentures, among including the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”)Thirty-Second Supplemental Indenture, to be dated as of March 13April 12, 2025 2024 (the “Supplemental Indenture”), to the Base Indenture (” and together with the Base Original Indenture, the “Indenture”), between the Corporation and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). This AgreementBanco Santander, S.A., Barclays Bank PLC, BNP Paribas and MUFG Securities EMEA plc (the “Representatives”) are acting as representatives of the several underwriters listed in the signature pages hereto and named in Schedule A hereto (together with the Representatives, the Securities “Underwriters”). The Corporation understands that the several Underwriters propose to offer the Notes for sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus and the Indenture Permitted Free Writing Prospectus (each as defined below) issued at or prior to the Applicable Time (as defined below) (the documents referred to in the foregoing subclause (ii) are referred to herein as the “Transaction DocumentsPricing Disclosure Package”). The Corporation and The Bank of New York Mellon, London Branch will execute and deliver a Paying Agency Agreement to be dated on or prior to the Closing Date (as defined below) (the “Paying Agency Agreement”), to appoint The Bank of New York Mellon, London Branch, as paying agent (the “Paying Agent”) and The Bank of New York Mellon, London Branch as registrar and transfer agent with respect to the Notes. The Notes will be issued in the form of one or more permanent global securities (collectively, the “Global Note”) registered in the name of a nominee (which may be the Paying Agent) of a common depositary located outside the United States for Clearstream Banking, S.A. (“Clearstream”), or Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”). The Notes will be issued in denominations of €100,000 and integral multiples of €1,000 in excess thereof.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, an Indiana a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 450,000,000 aggregate principal amount of the CompanyPartnership’s 6.7506.250% Senior Notes due 2032 2026 (the “SecuritiesNotes”). The Securities will be guaranteed Citigroup Global Markets Inc. (the “GuaranteeCiti”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinNotes and the Guarantees (as defined below), which are collectively referred to herein as the term “Securities.” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3May 21, 2014 2015 (the “Base Indenture”), among the CompanyIssuers, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as amended and supplemented by that certain eleventh supplemental indenture, to be dated as of March 13December 11, 2025 2017 (the “Supplemental Indenture”), to among the Base Indenture Issuers, the Guarantors and the Trustee (together with the Base Indentureas so amended and supplemented, the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This agreement (this “Agreement”), the DTC Agreement, the Securities Indenture and the Indenture Securities are referred to herein collectively as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance CorporationITC Holdings Corp., an Indiana a Michigan corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A hereto (collectively, the initial “Purchasers”) for whom L▇▇▇▇▇ Brothers Inc. (“L▇▇▇▇▇”) and Credit Suisse (“Credit Suisse”) are acting as representatives (the “UnderwritersRepresentatives”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 ) U.S.$385,000,000 aggregate principal amount of the Company’s 6.750its 6.050% Senior Notes due 2032 2018 (the “Offered Securities”). The Securities will ) to be guaranteed issued under an indenture (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentOriginal Indenture”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3July 16, 2014 2003, between the Company and The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company), as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of July 16, 2003 (the “Base First Supplemental Indenture”), among as amended and supplemented by the CompanySecond Supplemental Indenture, the Guarantor and Wilmington Trustdated as of October 10, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee 2006 (the “TrusteeSecond Supplemental Indenture”), and as proposed to be amended and supplemented by the Third Supplemental Indenture, to be dated as of March 13January 24, 2025 2008 (the “Third Supplemental Indenture”)” and, to the Base Indenture (together with the Base First Supplemental Indenture, the Second Supplemental Indenture and the Original Indenture, the “Indenture”). This The United States Securities Act of 1933, as amended, and the rules and regulations thereunder are herein collectively referred to as the “Securities Act.” The Offered Securities are being sold by the Company in connection with the acquisition (the “Asset Acquisition”), pursuant to that certain asset sale agreement, dated as of January 18, 2007, between the Company’s subsidiary, ITC Midwest LLC (“ITC Midwest”) and Interstate Power and Light Company (“IP&L”) (the “Asset Sale Agreement”) and, together with the agreements ancillary thereto necessary to transfer the assets and liabilities as contemplated by the Asset Sale Agreement and the Distribution Interconnect Agreement, the Securities Generator Interconnect Agreement and the Indenture are referred to herein Transition Services Agreement (each as defined in the Asset Sale Agreement), the “Transaction Asset Acquisition Documents.” The Company hereby confirms its agreements with Pursuant to the Underwriters as follows:Asset Sale Agreement, ITC Midwest acquired all of the electric transmission assets (the “Assets”) of IP&L, a subsidiary of Alliant Energy Corporation, in a transaction valued at approximately $783

Introductory. OneMain Finance CorporationiPCS, an Indiana Inc., a Delaware corporation (the “Company”), proposes proposes, upon the terms and subject to the conditions of this Agreement to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 300,000,000 aggregate principal amount of the Company’s 6.750% First Lien Senior Secured Floating Rate Notes due 2032 2013 (the “First Lien Notes”) and $175,000,000 aggregate principal amount of the Company’s Second Lien Senior Secured Floating Rate Notes due 2014 (the “Second Lien Notes”, and together with the First Lien Notes, the “Notes”). The Company’s obligations with respect to the Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Securities”) on a senior secured basis by each of the Company’s direct and indirect domestic subsidiaries (the “Guarantors” and, together with the Company, the “Issuers”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities First Lien Notes will be issued pursuant to an indenture, dated as of December 3April 23, 2014 2007 (the “Base First Lien Indenture”), among the Issuers and U.S. Bank National Association, as trustee (the “First Lien Trustee”). The Second Lien Notes will be issued pursuant to an indenture, dated as of April 23, 2007 (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), among the Issuers and U.S. Bank National Association, as trustee (the “Second Lien Trustee” and, together with the First Lien Trustee, the “Trustees”). The Issuers’ obligations with respect to the First Lien Notes and the related Guarantees will be secured by a first priority lien on the Collateral (as defined in the Pricing Disclosure Package (as defined below)) pursuant to a first lien security agreement, dated as of April 23, 2007 (the “First Lien Security Agreement”), for the benefit of the holders of the First Lien Notes, by and among the Issuers and the First Lien Trustee, in its capacity as the First Lien Collateral Agent. The Issuers’ obligations with respect to the Second Lien Notes and the related Guarantees will be secured by a second priority lien on the Collateral (as defined in the Pricing Disclosure Package (as defined below)) pursuant to a second lien security agreement, dated as of April 23, 2007 (the “Second Lien Security Agreement” and, together with the First Lien Security Agreement, the “Security Agreements”), for the benefit of the holders of the Second Lien Notes, by and among the Issuers and the Second Lien Trustee, in its capacity as the Second Lien Collateral Agent. The Company intends to apply the net proceeds from the sale of the Securities and cash on hand of approximately $53.9 million to pay a dividend to stockholders of the Company (the “Dividend”) and to purchase any and all of its outstanding 11 1/2% Senior Notes due 2012 and 11 3/8% Senior Notes due 2012 (together, the “Existing Notes”) validly tendered, and accepted for purchase and payment, pursuant to the offer to purchase the Existing Notes made by the Company (together with any amendments, supplements and extensions thereof, the “Tender Offer”) and to pay any applicable consent payments relating thereto pursuant to a related solicitation of consents (together with any amendments, supplements and extensions thereof, the “Consent Solicitation) under the offer to purchase and consent solicitation statement, dated April 9, 2007 (together with any amendments and supplements thereof, the “Offer to Purchase”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantor Trustee and Wilmington Trustthe Depositary. The holders of the First Lien Notes will be entitled to the benefits of a registration rights agreement, N.A.dated as of April 23, 2007 (the “First Lien Registration Rights Agreement”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the First Lien Notes and guaranteed on a senior secured basis by the Guarantors (the “First Lien Exchange Securities”) to be offered in exchange for the First Lien Notes (the “First Lien Exchange Offer”) and (ii) to the extent required by the First Lien Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the First Lien Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The holders of the Second Lien Notes will be entitled to the benefits of a registration rights agreement, dated as of April 23, 2007 (the “Second Lien Registration Rights Agreement” and, together with the First Lien Registration Rights Agreement, the “Registration Rights Agreements”), among the Issuers and the Initial Purchasers, pursuant to which the Issuers will agree to file with the Commission (as defined below), under the circumstances set forth therein, (i) a registration statement under the Securities Act (as defined below) relating to another series of debt securities of the Company with terms substantially identical to the Second Lien Notes and guaranteed on a senior secured basis by the Guarantors (the “Second Lien Exchange Securities” and, together with the First Lien Exchange Securities, the “Exchange Securities”) to be offered in exchange for the Second Lien Notes (the “Second Lien Exchange Offer” and, together with the First Lien Exchange Offer, the “Exchange Offer”) and (ii) to the extent required by the Second Lien Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Second Lien Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) at any time after the time this Agreement is executed by the parties hereto (the “Time of Execution”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as trusteeused herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Certain Pursuant to the terms of the Securities will and the Indentures, investors who acquire Securities shall be established pursuant deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a supplemental indenture among the CompanyPreliminary Offering Memorandum, the Guarantor and HSBC Bank USAdated April 9, N.A., as series trustee 2007 (the “TrusteePreliminary Offering Memorandum”), and has prepared and delivered to be each Initial Purchaser copies of a Pricing Supplement, dated as of March 13April 11, 2025 2007 (the “Supplemental IndenturePricing Supplement”) a true and correct copy of which is attached as Annex II hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”), . All references herein to the Base Indenture terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (together with the Base Indentureas amended, the “Indenture”Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Execution and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Execution and incorporated by reference in the Final Offering Memorandum. This Agreement, the Securities The Company and the Indenture are referred to herein as the “Transaction Documents.” The Company Guarantors hereby confirms its confirm their agreements with the Underwriters Initial Purchasers as follows:

Introductory. OneMain Finance CorporationSabine Pass Liquefaction, an Indiana corporation LLC, a Delaware limited liability company (the “Company”), proposes agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named Purchasers in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of aggregate U.S. $600,000,000 aggregate 2,000,000,000 principal amount of the Company’s 6.750its 4.500% Senior Secured Notes due 2032 2030 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” Notes shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, under the indenture dated as of December 3February 1, 2014 2013 (the “Base Indenture”), among between the Company, the Guarantor Company and Wilmington Trust, N.A.The Bank of New York Mellon, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee Trustee (the “Trustee”)) as supplemented by an eighth supplemental indenture, to dated September 19, 2016 (the “Eighth Supplemental Indenture”) and an eleventh supplemental indenture that will be dated as of March 13May 8, 2025 2020, relating to the Notes (the “Eleventh Supplemental Indenture”), to the Base Indenture (,” and together with the Base Indenture, as supplemented by the Eighth Supplemental Indenture and the Eleventh Supplemental Indenture, the “Indenture”). This The Notes will be secured by the Collateral (as herein defined), on which the Company has granted a security interest to Société Générale, as common security trustee (the “Common Security Trustee”), in accordance with the Security Documents (as defined in the Third Amended and Restated Common Terms Agreement, dated as of March 19, 2020, among the Company, the Secured Debt Holder Group Representatives (as defined therein), the Secured Hedge Representatives (as defined therein), the Secured Gas Hedge Representatives (as defined therein), the Common Security Trustee and the Intercreditor Agent (as defined therein) (collectively, the “Common Terms Agreement”)). The holders of the Notes will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (the “Registration Rights Agreement”), between the Company and the Purchasers, pursuant to which the Company agrees to file a registration statement with the Securities and the Indenture are referred to herein as Exchange Commission (the “Transaction DocumentsCommission”) registering the exchange of registered notes for the Notes or resale of the Notes under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Notes (the “Exchange Notes”).” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsWinStar Communications, Inc., a Delaware corporation (the “Guarantor” or “Parent”"WinStar"), and WinStar Equipment Corp., a Delaware corporation ("WinStar Equipment" and, together with WinStar, the direct parent company "Issuers"), propose, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$100,000,000 principal amount of WinStar's 14 1/2% Senior Deferred Interest Notes Due 2005 (the "Senior Notes"); and U.S.$200,000,000 principal amount of WinStar Equipment's 12 1/2% Guaranteed Senior Secured Notes Due 2004 (the "Equipment Notes" and, together with the Senior Notes, the "Offered Securities"). The Equipment Notes will be unconditionally guaranteed on a senior basis (the "Equipment Note Guarantee") by WinStar (in such capacity, the "Guarantor"). Each of the Company. Citigroup has agreed to act as Senior Notes and the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Equipment Notes will be issued pursuant to an under a separate indenture, dated as of December 3March 1, 2014 1997 (each, an "Indenture" and together, the “Base Indenture”"Indentures"), among between WinStar or WinStar Equipment, as the Companycase may be, the Guarantor Guarantor, in the case of the Indenture governing the Equipment Notes, and Wilmington Trust, N.A.United States Trust Company of New York, as trusteeTrustee. Certain terms The United States Securities Act of 1933 is herein referred to as the "Securities Act." Each of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together Issuers hereby agrees with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters several Purchasers as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsB&G Foods, Inc., a Delaware corporation (the “Guarantor” or “ParentCompany”), the direct parent company of the Company. Citigroup has agreed to act as the representative of agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters $700,000,000 principal amount of its 4.625% Senior Notes due 2021 (the “Representative2021 Notes”) in connection with the offering and sale of the Securities. As used hereinas set forth below, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to under an indenture, to be dated as of December 3June 4, 2014 2013 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (“Trustee”), as supplemented by the First Supplemental Indenture to be dated as of June 4, 2013 (the “First Supplemental Indenture”) to be entered into among the Company, the Guarantor Guarantors and Wilmington Trust, N.A.the Trustee (the Base Indenture, as trustee. Certain terms of supplemented by the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “First Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This AgreementThe Company’s obligations under the 2021 Notes will be fully and unconditionally guaranteed (“Guarantees” and, together with the 2021 Notes, the Securities “Securities”) as to the payment of principal, premium and interest, jointly and severally, initially by each of the Guarantors (on a senior unsecured basis) listed on the signature pages of this Agreement (each a “Guarantor” and, collectively, “Guarantors”). In connection with the sale of the Securities, the Company (i) is making a tender offer to purchase for cash (“Tender Offer”) any and all of its outstanding 7.625% Senior Notes due 2018 (the “Existing Notes”) issued pursuant to that certain base indenture, dated as of January 25, 2010 (the “Existing Base Indenture”), between the Company and The Bank of New York Mellon, as Trustee, as supplemented by that certain first supplemental indenture dated as of January 25, 2010 (the “Existing First Supplemental Indenture”) among the Company, the guarantors party thereto and The Bank of New York Mellon, as Trustee (the Existing Base Indenture are referred as supplemented by the Existing First Supplemental Indenture, the “Existing Indenture”) and is soliciting (“Solicitation”) consents (“Consents”) of the holders of the Existing Notes to herein certain amendments to the Existing Indenture (“Proposed Amendments”); (ii) will accept for purchase, subject to certain conditions, all Existing Notes that have been validly tendered or delivered, as the “Transaction Documentscase may be, and not withdrawn; and (iii) will, assuming receipt of the requisite Consents, effectuate the Proposed Amendments by executing (including execution by any guarantors party thereto) a second supplemental indenture to the Existing Indenture.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationLife Storage LP, an Indiana a Delaware limited partnership (the “Operating Partnership”), Life Storage, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Life Storage Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentLife Storage Holdings”), the direct parent company general partner of the Company. Citigroup has agreed to act as the representative Operating Partnership and wholly-owned subsidiary of the several Company (together with the Company and the Operating Partnership, the “Transaction Entities”) proposes to issue and sell to the Underwriters named in Schedule A (the “RepresentativeUnderwriters”) in connection with $350,000,000 aggregate principal amount of 4.000% Senior Notes due 2029 (the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes”). The Company intends Notes are to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indentureindenture dated June 20, dated 2016, among the Operating Partnership, ▇▇▇▇▇ Fargo Bank, National Association, as of December 3trustee (the “Trustee”), 2014 and the Company, as guarantor (the “Base Indenture”), as supplemented by the third supplemental indenture to be dated on or about June 3, 2019 among the Operating Partnership, the Trustee and the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee guarantor (the “Trustee”), to be dated as of March 13, 2025 (the “Third Supplemental Indenture”), to the Base Indenture (,” and together with the Base Indenture, the “Indenture”). This AgreementCitigroup Global Markets Inc., ▇▇▇▇▇ Fargo Securities, LLC and U.S. Bancorp Investments, Inc. have agreed to act as the representative of the several Underwriters (in such capacity, the Securities “Representatives”) in connection with issuance and sale of the Notes by the Operating Partnership. This agreement by and among the Transaction Entities and the Indenture are Underwriters shall be referred to herein as the this “Transaction DocumentsAgreement.” The Notes will be fully and unconditionally guaranteed as to the payment of principal and interest by the Company (the “Guarantees” and together with the Notes, the “Securities”) in accordance with the terms of the Notes and the Indenture. Notes issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”). Each of the Transaction Entities jointly and severally hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationDynegy Holdings Inc., an Indiana a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 hereto (the “SecuritiesPurchasers”). The Securities will be guaranteed ) (a) US $1,100,000,000 7.75% Senior Unsecured Notes due 2019 (the “Guarantee2019 Notes”) by OneMain Holdings, Inc., a Delaware corporation and (b) U.S. $550,000,000 7.50% Senior Unsecured Notes due 2015 (the “Guarantor” or “Parent2015 Notes”), together with the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (2019 Notes the “RepresentativeOffered Securities”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to under a third supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13May 24, 2025 (the “Supplemental Indenture”), 2007 to the Base Indenture indenture dated September 26, 1996, as amended and restated as of March 23, 1998, amended and restated as of March 14, 2001 and supplemented by a first supplemental indenture dated as of July 25, 2003 and a second supplemental indenture dated as of April 12, 2006 (together with the Base Indenturecollectively, the “Indenture”), between the Company and Wilmington Trust Company (as successor to JPMorgan Chase Bank, N.A.), as Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Securities Act”), and hereby agrees with the several Purchasers as follows. This The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the “Commission”) to exchange the Offered Securities for a new class of securities issued under the Indenture are referred and registered under the Securities Act subject to herein as the “Transaction Documentsterms and conditions therein specified.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Omeros Corporation, an Indiana a Washington corporation (the “Company”), proposes to issue and sell sell, pursuant to Citigroup Global Markets Inc. (“Citigroup”) and the other terms of this Agreement, to the several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters,” or, each, an “Underwriter”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 210,000,000 aggregate principal amount of the Company’s 6.750its 5.25% Convertible Senior Notes due 2032 2026 (the “Firm Securities”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional $31,500,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2026 (the “Optional Securities”). The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Securities.” The Securities will be guaranteed convertible into cash or duly and validly issued, fully paid and non-assessable shares of the Company’s common stock, par value $0.01 per share (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentCommon Stock”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) including any such shares issuable upon conversion in connection with a “make-whole fundamental change” (as defined in the offering and sale of the Securities. As used hereinProspectus) (such shares, the term “Securities” shall include Conversion Shares”) or a combination of cash and Common Stock, on the Guarantee unless terms and subject to the context requires otherwise. The Company intends to use all of conditions set forth in the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsIndenture (as defined below). The Securities will be issued pursuant to an indenture, Indenture to be dated as of December 3, 2014 the Closing Date (as defined below) (the “Base Indenture”), among between the CompanyCompany and W▇▇▇▇ Fargo Bank, the Guarantor and Wilmington Trust, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as supplemented by that certain First Supplemental Indenture to be dated as of March 13, 2025 such Base Indenture between the Company and the Trustee (the “First Supplemental Indenture”), to the Base Indenture (” and together with the Base Indenture, the “Indenture”). BofA Securities, Inc. and J.▇. ▇▇▇▇▇▇ Securities LLC are acting as representatives of the several Underwriters and in such capacity are herein referred to as the “Representatives” and, each, as a “Representative.” This Agreement, the Securities Capped Call Confirmations (as defined below) the Indenture and the Indenture Securities are collectively referred to herein as the “Transaction Documents,” and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.” The Company hereby confirms its agreements In connection with the offering of the Firm Securities, the Company is separately entering into one or more capped call transactions with one or more financial institutions (the “Capped Call Counterparties”), in each case pursuant to a capped call confirmation (a “Base Capped Call Confirmation”), each to be dated the date hereof, and in connection with any exercise by the Underwriters of their option to purchase any Optional Securities, the Company and the Capped Call Counterparties may enter into additional capped call transactions pursuant to additional capped call confirmations (each, an “Additional Capped Call Confirmation”), each to be dated the date on which the Underwriters exercise their option to purchase such Optional Securities. We refer to the Base Capped Call Confirmations and the Additional Capped Call Confirmations collectively herein as follows:the “Capped Call Confirmations.”

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsRamaco Resources, Inc., a Delaware corporation (“Company”) proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Guarantor” or “ParentUnderwriters”), the direct parent company of the Company. Citigroup has agreed to act for whom B. ▇▇▇▇▇ Securities, Inc. is acting as the representative of the several Underwriters (the “Representative”) in connection with ), $30,000,000 aggregate principal amount of its 9.00% Senior Notes due 2026 (the offering and sale of the “Firm Securities. As used herein”), the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to the provisions of an indenture, Indenture to be dated as of December 3, 2014 the Closing Date (the “Base Indenture”), among ) between the Company, the Guarantor Company and Wilmington TrustSavings Fund Society, N.A.FSB, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be dated as of March 13, 2025 the Closing Date between the Company and the Trustee (the “First Supplemental Indenture”)” and, to the Base Indenture (together with the Base Indenture, the “Indenture”). This AgreementThe Company also proposes to issue and sell to the several Underwriters not more than an additional $4,500,000 aggregate principal amount of its 9.00% Senior Notes due 2026 (the “Optional Securities”), if and to the extent that the Representative shall have elected to exercise, on behalf of the Underwriters, the right to purchase Optional Securities pursuant to the option granted to the Underwriters in Section 3 hereof. The Firm Securities and the Indenture Optional Securities are hereinafter collectively referred to herein as the “Transaction DocumentsSecurities.” The This Underwriting Agreement (this “Agreement”) confirms the agreement among the Company hereby confirms its agreements with and the Underwriters as follows:concerning the purchase of the Securities by the Underwriters.

Introductory. OneMain Finance CorporationEnergy XXI (Bermuda) Limited, an Indiana corporation a limited exempt company organized under the laws of Bermuda (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 350,000,000 aggregate principal amount of the Company’s 6.7503.0% Senior Convertible Notes due 2032 2018 (the “SecuritiesFirm Notes”). The Securities will be guaranteed Company also proposes to issue and sell to the Initial Purchasers, not more than an additional $50 million of its 3.0% Senior Convertible Notes due 2018 (the “GuaranteeAdditional Notes”) by OneMain Holdings, if and to the extent that the Initial Purchasers shall have determined to exercise the right to purchase such 3.0% Senior Convertible Notes due 2018 granted to the Initial Purchasers in Section 2(b) hereof. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes.” Barclays Capital Inc., a Delaware corporation (the “Guarantor” or “Parent”)Citigroup Global Markets Inc. and ▇▇▇▇▇ Fargo Securities, the direct parent company of the Company. Citigroup has LLC have agreed to act as the representative representatives of the several Underwriters Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all Notes will be convertible into cash, shares of the net proceeds from Company’s common stock, par value $0.005 per share (the offering for general corporate purposes“Common Stock”), which may include debt repurchases including any such shares issuable upon conversion in connection with a “make-whole fundamental change” (as defined in the Final Offering Memorandum) (the “Underlying Common Stock”), or repaymentsa combination of cash and shares of Common Stock, at the Company’s election, as set forth in the Final Offering Memorandum. The Securities Notes will be issued pursuant to an indenture, dated as of December 3, 2014 indenture (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13the Closing Date (as defined in Section 2 hereof), 2025 among the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “IndentureTrustee”). This AgreementThe Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). Concurrently with the offering of the Notes, the Company or one or more of its subsidiaries intends to repurchase up to $100 million of shares of Common Stock in a privately negotiated transaction (the “Share Repurchase”). The Company understands that the Initial Purchasers propose to make an offering of the Notes on the terms and in the manner set forth herein and in the Pricing Disclosure Package and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Notes to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package. The Notes are to be offered and sold to or through the Initial Purchasers without being registered with the Notes and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Notes and the Indenture Indenture, investors who acquire Notes shall be deemed to have agreed that the Notes may only be resold or otherwise transferred, after the date hereof, if such Notes are referred to herein as registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Transaction DocumentsRule 144A”).” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Genesis Energy, L.P., a Delaware limited partnership (the “Partnership”), and Genesis Energy Finance Corporation, an Indiana a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “CompanyIssuers”), proposes propose to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 400,000,000 aggregate principal amount of the CompanyPartnership’s 6.7506.000% Senior Notes due 2032 2023 (the “SecuritiesNotes”). The Deutsche Bank Securities will be guaranteed Inc. (the “GuaranteeDeutsche Bank”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used hereinNotes and the Guarantees (as defined below), which are collectively referred to herein as the term “Securities.” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, to be dated as of December 3May 21, 2014 2015 (the “Base Indenture”), among the CompanyIssuers, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as amended and supplemented by that certain first supplemental indenture, to be dated as of March 13May 21, 2025 2015 (the “Supplemental Indenture”), to among the Base Indenture Issuers, the Guarantors and the Trustee (together with the Base Indentureas so amended and supplemented, the “Indenture”). The payment of principal of, and premium, if any, and interest on, the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any Subsidiary (as defined below) of the Partnership formed or acquired after the Closing Date (as defined in Section 2(b)) that executes a supplemental indenture in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to their guarantees (the “Guarantees”). The Issuers and the Guarantors are herein collectively referred to as the “Obligors.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a letter of representations dated November 17, 2010 (the “DTC Agreement”) from the Issuers to the Depositary. This agreement (this “Agreement”), the DTC Agreement, the Securities Indenture and the Indenture Securities are referred to herein collectively as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance Corporation▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy, an Indiana Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 300,000,000 aggregate principal amount of the Company’s 6.7507.75% Senior Notes due 2032 2019 (the “SecuritiesNotes”). The RBS Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”)▇.▇. ▇▇▇▇▇▇ Securities LLC, the direct parent company of the Company. Citigroup has UBS Securities LLC and BNP Paribas Securities Corp. have agreed to act as the representative representatives of the several Underwriters Initial Purchasers (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsNotes. The Securities (as defined below) will be issued pursuant to an indenture, dated as of December 3, 2014 indenture (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13the Closing Date (as defined in Section 2 hereof), 2025 among the Company, the Guarantors (as defined below) and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Supplemental IndentureTrustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary. The payment of principal of, premium on, if any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the Company’s subsidiaries listed on the signature page hereto (collectively, the “Initial Guarantors”) pursuant to their guarantees (the Base “Guarantees”). Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Base IndentureInitial Guarantors, the “IndentureGuarantors”)) shall be deemed to be a Guarantor. This Agreement, the Securities The Notes and the Indenture Guarantees attached thereto are herein collectively referred to herein as the “Transaction DocumentsSecurities.” The Company hereby confirms its agreements with Securities are being issued (i) to repurchase or redeem all or part of the Underwriters Company’s 7¾% Senior Notes due 2013 (the “Existing Senior Notes”), (ii) to repay indebtedness outstanding under the Company’s revolving credit facility dated November 29, 2010, as follows:amended and restated, supplemented or otherwise modified from time to time (the “Existing Credit Facility”), and/or (iii) as otherwise set forth in the Pricing Disclosure Package (as defined

Introductory. OneMain Finance CorporationCheniere Energy Partners, an Indiana corporation L.P., a Delaware limited partnership (the “Company”), proposes agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named Purchasers in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of aggregate $600,000,000 aggregate 1,200,000,000 principal amount of the Company’s 6.750its 3.25% Senior Notes due 2032 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” Notes shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, under the indenture dated as of December 3September 18, 2014 2017 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined herein) and Wilmington Trust, N.A.The Bank of New York Mellon, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee Trustee (the “Trustee”), to as supplemented by a sixth supplemental indenture that will be dated as of March 13September 27, 2025 2021, relating to the Notes (the “Sixth Supplemental Indenture”), to the Base Indenture (and together with the Base Indenture, the “Indenture”). This The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by (i) Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined herein) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to such guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. The holders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the Indenture “Commission”) registering the exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Securities (the “Exchange Notes” which, along with the Guarantees related thereto, are herein collectively referred to herein as the “Transaction DocumentsExchange Securities”).” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationEnergy Transfer Equity, an Indiana corporation L.P., a Delaware limited partnership (the “CompanyPartnership”), proposes to issue agrees with each of Deutsche Bank and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Underwriters”), acting severally ) to issue and not jointly, sell to the respective amounts set forth in Schedule A of several Underwriters $600,000,000 aggregate 1,000,000,000 principal amount of the Company’s 6.750its 5.500% Senior Notes due 2032 2027 (the “Offered Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to under an indenture, dated as of December 3September 20, 2014 (2010, between the “Base Indenture”), among the Company, the Guarantor Partnership and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated as of September 20, 2010, the second supplemental indenture, dated as of February 16, 2012, the third supplemental indenture, dated as of April 24, 2012, the fourth supplemental indenture, dated as of December 2, 2013, the fifth supplemental indenture, dated as of May 28, 2014, the sixth supplemental indenture, dated as of May 28, 2014, and the seventh supplemental indenture, to be dated as of March 13May 22, 2025 2015 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenturecollectively, the “Indenture”). This AgreementThe general partner of the Partnership is LE GP, LLC, a Delaware limited liability company (the “General Partner” and, together with the Partnership, the Securities “Partnership Entities”); the Partnership Entities, Energy Transfer Partners, L.L.C., a Delaware limited liability company (“ETP GP LLC”), Energy Transfer Partners GP, L.P., a Delaware limited partnership (“ETP GP LP”), Energy Transfer Partners, L.P., a Delaware limited partnership (“ETP”), ETE Services Company, LLC, a Delaware limited liability company (“ETE Services”), ETE Common Holdings, LLC, a Delaware limited liability company (“ETE Common Holdings”) and the Indenture ETE Common Holdings Member, LLC, a Delaware limited liability company (“ETE Common Holdings Member”), are hereinafter collectively referred to herein as the “Transaction DocumentsEnergy Transfer Entities.” The Company hereby confirms Offered Securities will be secured by a first-priority lien, subject to Permitted Liens (as defined below), on substantially all of the tangible and intangible assets of the Partnership and its agreements with Restricted Subsidiaries (defined in the Underwriters as follows:Indenture to exclude, among other things, ETP and its subsidiaries), now owned or hereafter acquired by the Partnership and any

Introductory. OneMain Finance ▇▇▇▇ Gaming Corporation, an Indiana a Nevada corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC (“Citigroup▇.▇. ▇▇▇▇▇▇”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A hereto of $600,000,000 750,000,000 aggregate principal amount of the Company’s 6.7506.875% Senior Notes due 2032 2023 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company▇.▇. Citigroup ▇▇▇▇▇▇ has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsNotes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of December 3May 21, 2014 2015 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A., as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13May 21, 2025 2015 (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The payment of principal of and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the guarantors named in Schedule B hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to the requirements of the Indenture (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities”. The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company has prepared and filed with the Securities and the Indenture are referred to herein as Exchange Commission (the “Transaction Documents.” The Company hereby confirms its agreements with Commission”) a shelf registration statement on Form S-3 (File No. 333-203814), including a form of prospectus (the Underwriters as follows:“Base Prospectus”), covering the public offering and sale of certain

Introductory. OneMain Finance CorporationIllinois Tool Works Inc., an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 1,000,000,000 aggregate principal amount of the Company’s 6.7502.650% Senior Notes due 2032 2026 (the “SecuritiesNotes”). The Citigroup Global Markets Inc. and ▇.▇. ▇▇▇▇▇▇ Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has LLC have agreed herein to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenture, dated as of December 3November 1, 2014 1986, as amended by a First Supplemental Indenture, dated as of May 1, 1990 (the “Base Indenture”), among between the Company and The Bank of New York Mellon Trust Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series successor trustee (the “Trustee”), . Certain terms of the Notes will be established by an Officers’ Certificate pursuant to be dated as Section 2.01 of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary. The Company has prepared and filed with the U.S. Securities and the Indenture are referred to herein as Exchange Commission (the “Transaction Documents.” The Company hereby confirms its agreements Commission”) a registration statement on Form S-3 (File No. 333-206213), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the Underwriters public offering and sale of debt securities, including the Notes, and other securities of the Company under the U.S. Securities Act of 1933, as follows:amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the

Introductory. OneMain Finance CorporationCorrections Corporation of America, an Indiana a Maryland corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A ) an aggregate of $600,000,000 aggregate 250,000,000 in principal amount of the Company’s 6.750its 5.00% Senior Notes due 2032 2022 (the “SecuritiesNotes”), subject to the terms and conditions set forth in this Underwriting Agreement (this “Agreement”). The Securities will be guaranteed ▇▇▇▇▇ Fargo Securities, LLC (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent▇▇▇▇▇ Fargo”), the direct parent company of the Company▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇.▇. Citigroup has ▇▇▇▇▇▇ Securities LLC have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the SecuritiesNotes. As used hereinThe Notes will be guaranteed (collectively, the term “Guarantees”), jointly and severally, on a senior unsecured basis by each of the subsidiary guarantors named in Schedule B (the “Notes Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will are to be issued pursuant to an indenture, the provisions of a base indenture to be dated as of December 3September 25, 2014 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture to be dated as of September 25, 2015 (the “Supplemental Indenture”), among the Company, the Guarantor Notes Guarantors and Wilmington Trust, N.A., as trusteethe Trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the The Base Indenture, as supplemented by the “Supplemental Indenture”). This Agreement, the Securities and the Indenture are is referred to herein as the “Transaction DocumentsIndenture.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance Corporation, an Indiana corporation United Rentals (the “Company”North America), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentCompany”), the direct parent company of the Company. Citigroup has agreed to act as the representative of agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) for whom you are acting as representative (the “Representative”) in connection with to issue and sell to the offering several Underwriters $750,000,000 principal amount of its 5.50% Senior Notes due 2027 (the “Notes”). The Notes will be unconditionally guaranteed (each, a “Guaranty”) on a senior basis by United Rentals, Inc., a Delaware corporation and sale parent of the Securities. As used hereinCompany (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the term “Securities” shall include the Guarantee unless the context requires otherwiseGuarantors”). The Company intends to use all Notes will also be guaranteed by each subsequently organized domestic subsidiary of the net proceeds from Company that becomes a guarantor pursuant to the offering for general corporate purposes, which may include debt repurchases or repaymentsIndenture (as hereinafter defined). The Securities Notes will be issued pursuant to under an indenture, dated as of December 3November 7, 2014 2016 (the “Base Indenture”), among the Company, the Guarantor Guarantors and Wilmington Trust▇▇▇▇▇ Fargo Bank, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), . The Notes and the Guarantees are together referred to be dated as of March 13, 2025 (the “Supplemental IndentureOffered Securities”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities Indenture and the Indenture Offered Securities are referred to herein as the “Transaction Operative Documents.” ”. The Company hereby confirms its agreements and the Guarantors jointly and severally agree with the several Underwriters as follows:: For purposes of this Underwriting Agreement (this “Agreement”):

Introductory. OneMain Finance Concentra Operating Corporation, an Indiana a Nevada corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A hereto (collectivelythe “Purchasers”) $30,000,000 principal amount of its 9½% Senior Subordinated Notes Due 2010 (“Offered Securities”) to be issued as additional securities under the indenture dated as of August 13, 2003 (as it may be amended to reflect the issuance of the Offered Securities, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor subsidiary guarantors from time to time party thereto and Wilmington Trust, N.A.The Bank of New York, as trustee. Certain terms Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933 (the “Securities Act”), and hereby agrees with the Purchasers as follows: The Company’s obligations under the Offered Securities, including the due and punctual payment of interest on the Offered Securities, shall be unconditionally guaranteed (each, a “Guarantee” and, collectively, the “Guarantees”) on a senior subordinated basis by each of the Company’s domestic subsidiaries listed on Schedule B hereto (together, the “Guarantors”). The holders of the Offered Securities will be established pursuant entitled to the benefits of a supplemental indenture Registration Rights Agreement dated as of the date hereof among the Company, the Guarantor Guarantors and HSBC Bank USA, N.A., as series trustee the Purchasers (the “TrusteeRegistration Rights Agreement”), pursuant to be dated as of March 13, 2025 which the Company agrees to file a registration statement with the Securities Exchange Commission (the “Supplemental IndentureCommission”) registering the resale of the Offered Securities under the Securities Act. Concurrently with the issue and sale of the Offered Securities (the “Offering”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This as set forth in this Agreement, the Company will distribute a portion of the proceeds of the Offering, together with cash on hand, to Concentra Inc., a Delaware corporation and holder of all of the Company’s outstanding capital stock (“Holdings”), and Holdings will redeem all of its outstanding 14% Senior Discount Debentures due 2011 at the redemption price set forth in the indenture dated August 17, 1999, between Holdings (f/k/a Concentra Managed Care, Inc.) and The Bank of New York, as successor to United States Trust Company of New York, as trustee, for such debentures and otherwise in accordance in all respects with such indenture. The obligation of the Company to sell to the Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents from the lenders under its senior credit facilities and Holdings’s obtaining the Indenture are referred requisite consents from the lenders under its bridge loan agreement required to herein as effect the “Transaction DocumentsOffering.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationWendy’s International Holdings, an Indiana corporation LLC (to be renamed Wendy’s/Arby’s Restaurants, LLC), a Delaware limited liability company (the “Company”), proposes agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate Purchasers U.S.$565,000,000 principal amount of the Company’s 6.750its 10.0% Senior Notes due 2032 Due 2016 (“Offered Securities”) to be issued under an indenture, to be dated as of the Closing Date (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among between the Company, the Guarantor Guarantors, (hereinafter defined) and Wilmington TrustU.S. Bank, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”). The Offered Securities will be unconditionally guaranteed as to the payment of principal and interest by each of the Company’s subsidiaries listed on Schedule B hereto (collectively, the “Guarantors” and such guarantees, the “Guarantees”). The holders of the Offered Securities will be entitled to the registration rights set forth in a registration rights agreement to be dated as of March 13the Closing Date among the Company, 2025 the Guarantors and the Purchasers (the “Supplemental IndentureRegistration Rights Agreement”), pursuant to which the Base Indenture (together Company and the Guarantors will agree to file a registration statement with the Base Indenture, Commission registering the “Indenture”). This Agreement, resale of the Offered Securities and the Indenture are referred to herein as related Guarantees under the “Transaction Documents.” The Securities Act. Each of the Company and the Guarantors hereby confirms its agreements agrees with the Underwriters several Purchasers as follows:

Introductory. OneMain Finance Corporation▇▇▇▇▇▇▇▇ Resources, an Indiana Inc., a Nevada corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting severally and not jointlyas representatives, the respective amounts set forth in Schedule A of $600,000,000 aggregate 300,000,000 principal amount of the Company’s 6.750its 8.375% Senior Notes due 2032 2017 (the “SecuritiesNotes”). The Securities Notes will be guaranteed (collectively, the “GuaranteeGuarantees”) by OneMain Holdings, Inc., a Delaware corporation each of the subsidiary guarantors named in Schedule B hereto (the “Guarantor” or “ParentNotes Guarantors”), . The Notes and the direct parent company of the Company. Citigroup has agreed Guarantees are collectively referred to act herein as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities.” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will are to be issued pursuant to under an indenture, dated as of December 3, 2014 indenture (the “Base Indenture”), to be dated as of the Closing Date (as defined in Section 3 hereof), among the Company, the Guarantor Notes Guarantors and Wilmington TrustThe Bank of New York Mellon Trust Company, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”) to be dated as of March 13the Closing Date, 2025 among the Company, the Notes Guarantors and the Trustee (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, as supplemented and amended by the First Supplemental Indenture, being referred to as the “Indenture”). This AgreementTo the extent there are no additional underwriters listed on Schedule A other than you, the Securities term Representatives as used herein shall mean you as the Underwriters, and the Indenture are terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Underwriting Agreement (the “Agreement”) shall include the feminine and masculine wherever appropriate. The Company hereby confirms its engagement of SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (“SunTrust”) as, and SunTrust hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter”, within the meaning of Section (f)(12) of NASD Rule 2720, as administered by the Financial Industry Regulatory Authority (“FINRA”), with respect to the offering and sale of the Notes. SunTrust, solely in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the “Transaction DocumentsQIU”. The QIU agrees that it will not be paid any additional compensation by the Company in its capacity as such.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationCheniere Energy Partners, an Indiana corporation L.P., a Delaware limited partnership (the “Company”), proposes agrees with the initial purchasers named in Schedule A hereto (the “Purchasers”) subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named Purchasers in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of aggregate $600,000,000 aggregate 1,500,000,000 principal amount of the Company’s 6.750its 4.000% Senior Notes due 2032 2031 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” Notes shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, under the indenture dated as of December 3September 18, 2014 2017 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined herein) and Wilmington Trust, N.A.The Bank of New York Mellon, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee Trustee (the “Trustee”), to as supplemented by a fifth supplemental indenture that will be dated as of March 1311, 2025 2021, relating to the Notes (the “Fifth Supplemental Indenture”), to the Base Indenture (and together with the Base Indenture, the “Indenture”). This The payment of principal, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed in accordance with the guarantee terms set forth in the Indenture by (i) Cheniere Energy Investments, LLC (“Cheniere Energy Investments”), Sabine Pass LNG-GP, LLC (“SPLNG GP”), Sabine Pass LNG, L.P. (“SPLNG”), Sabine Pass Tug Services, LLC (“Sabine Pass Tug Services”), Cheniere Creole Trail Pipeline, L.P. (“CTPL”) and Cheniere Pipeline GP Interests, LLC (“CTPL GP”) and (ii) any subsidiary of the Company formed or acquired after the Closing Date (as defined herein) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to such guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. The holders of the Securities will be entitled to the benefits of a registration rights agreement, dated as of the Closing Date (the “Registration Rights Agreement”), among the Company, the Guarantors and the Purchasers, pursuant to which the Company and the Guarantors agree to file a registration statement with the Securities and Exchange Commission (the Indenture “Commission”) registering the exchange of registered securities for the Securities or resale of the Securities under the United States Securities Act of 1933, as amended (the “Securities Act”) with terms substantially identical to the Securities (the “Exchange Notes” which, along with the Guarantees related thereto, are herein collectively referred to herein as the “Transaction DocumentsExchange Securities”).” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain LYB International Finance CorporationIII, an Indiana corporation LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 500,000,000 aggregate principal amount of the CompanyIssuer’s 6.7506.150% Senior Guaranteed Notes due 2032 2035 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsBofA Securities, Inc.Inc. and W▇▇▇▇ Fargo Securities, a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has LLC have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, the base indenture dated as of December 3October 10, 2014 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture”),” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, the Guarantor and Wilmington TrustComputershare Trust Company, N.A., as trustee. Certain terms base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of the Securities will be established pursuant to a supplemental indenture among the New York Mellon Trust Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 ) (the “Supplemental Indenture”), ) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Base Indenture Closing Date (together with as defined below) establishing the Base Indentureterms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Securities Indenture and the Indenture Notes are hereinafter referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance CorporationFirst National Funding LLC (“FNF LLC” or the “Transferor”), an Indiana corporation a limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the “CompanyIssuer”), proposes ) to issue and sell $600,000,000 principal amount of Class A Series 2009-1 Asset Backed Notes (the “Notes”), to Citigroup Global Markets Inc. the Underwriters (“Citigroup”as defined hereinafter) and for whom you are acting as Representatives. One or more of the other several Underwriters named in underwriters for the Notes listed on Schedule A hereto (collectively, the “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, a “Primary Dealer”), acting severally and not jointly, may be a party to that certain Master Loan and Security Agreement among the respective amounts set forth in Schedule A Federal Reserve Bank of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 New York (the “SecuritiesFRBNY”). , as Lender, various Primary Dealers from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, and The Securities will be guaranteed Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentMLSA”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering Term Asset-Backed Securities Loan Facility (“TALF”). To the extent expressly provided in this Agreement, and sale subject to the limitations in Section 10, certain of the Securities. As used hereinrights, benefits and remedies of the term “Securities” shall include Underwriters under this Agreement will be for the Guarantee unless benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the context requires otherwiseMLSA. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the “Trust Agreement”), between the Transferor and Wilmington Trust Company intends to use all (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the net proceeds from the offering for general corporate purposesSecretary of State of Delaware on October 16, which may include debt repurchases or repayments2002. The Securities Notes will be issued pursuant to an indenturea Master Indenture, dated as of December 3October 24, 2014 2002 (as amended, the “Base Master Indenture”), among between the Issuer and The Bank of New York Trust Company, the Guarantor and Wilmington Trust, N.A.N.A. (successor to The Bank of New York) (“BNYTC”), as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Indenture Trustee”), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of March 13, 2025 the Closing Date (as defined below) (the “Supplemental Indenture”), to the Base Indenture (Supplement,” and together with the Base Master Indenture, the “Indenture”). This The assets of the Issuer include, among other things, certain amounts due (the “Receivables”) on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by the Bank (the “Accounts”). The Receivables are transferred to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Securities Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Indenture Issuer. The Transfer and Servicing Agreement, the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein herein, collectively, as the “Transaction Documents.” The Company hereby confirms its agreements with This Underwriting Agreement is referred to herein as this “Agreement.” To the Underwriters as follows:extent not defined herein, capitalized terms used herein have the meanings assigned in the Transaction Documents.

Introductory. OneMain Finance Celanese US Holdings LLC, a Delaware limited liability company (the “Company”), a wholly-owned subsidiary of Celanese Corporation, an Indiana a Delaware corporation (the “CompanyParent Guarantor”), proposes to issue and sell to Citigroup Global Markets Inc. Deutsche Bank AG, London Branch (“CitigroupDeutsche Bank”), ▇.▇. ▇▇▇▇▇▇ Securities plc (“JPMorgan”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ International (“MLI”) and the other several Underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 €500 million aggregate principal amount of the Company’s 6.7500.625% Senior Notes due 2032 2028 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsDeutsche Bank, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has JPMorgan and MLI have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsSecurities (as defined below). The Securities will be issued pursuant to an indenture, dated as of December 3May 6, 2014 2011 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust▇▇▇▇▇ Fargo Bank, N.A.National Association, as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”)indenture, to be dated as of March 13, 2025 the Closing Date (as defined in Section 2 hereof) (the “Supplemental Indenture”)” and, to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, to the Base Indenture, among the Company, the Securities Guarantors, the Trustee, Deutsche Bank Trust Company Americas, as registrar and transfer agent (the “Transfer Agent”), and Deutsche Bank Trust Company Americas, as paying agent (the “Paying Agent”). Notes will be issued only in registered form and deposited in global form with a common depository (the “Common Depository”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). Subject to the terms and conditions of the Indenture, the payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally by (i) the Parent Guarantor and (ii) the subsidiaries of the Company that are listed on Schedule B hereof as “Subsidiary Guarantors” (collectively with the Parent Guarantor, the “Guarantors”). The Notes and the Indenture Guarantees are herein collectively referred to herein as the “Transaction DocumentsSecurities.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsPly Gem Industries, Inc., a Delaware corporation (the “Guarantor” or “ParentIssuer”)) proposes, subject to the direct parent company of the Company. Citigroup has agreed terms and conditions stated herein, to act as the representative of issue and sell to the several Underwriters purchasers named in Schedule A hereto (the “RepresentativeInitial Purchasers”) in connection with the offering and sale U.S. $150,000,000 principal amount of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, its 13⅛% Senior Subordinated Notes due 2014 (the “Base Offered Securities”) to be issued under an indenture (the “Indenture”) to be dated as of the Closing Date (as defined herein), among the CompanyIssuer, the Guarantor Subsidiary Guarantors (as hereinafter defined), Ply Gem Holdings, Inc. (“Holdings”) and Wilmington Trust, N.A.US Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”). The Offered Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Offered Securities will be unconditionally guaranteed (the “Guarantees”) on a senior subordinated unsecured basis by Holdings and the Issuer’s subsidiaries listed as such on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”). As of the date hereof, $360.0 million in aggregate principal amount of the Issuer’s 9% senior subordinated notes due 2012 (the “9% Notes”) are outstanding. C▇▇▇▇▇-▇▇▇▇▇▇ (Ply Gem) III, L.P. and C▇▇▇▇▇-▇▇▇▇▇▇ (Ply Gem) IV, L.P. (together, the “CI Noteholders”), which are affiliates of CI Capital Partners LLC, formerly known as C▇▇▇▇▇-▇▇▇▇▇▇ Capital LLC, own approximately $281.3 million in aggregate principal amount of the 9% Notes. Through a series of transactions, prior to the consummation of the offering, the CI Noteholders will cause the transfer of approximately $218.8 million in aggregate principal amount of the 9% Notes held by them to affiliates of, and affiliates of companies managed by, CI Capital Partners LLC, who are the Issuer’s indirect stockholders and ultimately to Ply Gem Prime Holdings, Inc. (“Ply Gem Prime”), the Issuer’s indirect parent company. Pursuant to an escrow agreement (the “Escrow Agreement”) to be entered into on the Closing Date among Ply Gem Prime, Holdings, the Issuer and U.S. Bank National Association, as escrow agent, Ply Gem Prime will cause the 9% Notes that it will hold to be transferred to an escrow account pending the completion of the Note Transfer (as defined below) and the Note Contribution (as defined below). Under the Escrow Agreement, prior to February 16, 2010, (i) Ply Gem Prime will agree to transfer approximately $218.8 million in aggregate principal amount of the 9% Notes to Holdings (the “Note Transfer”), (ii) Holdings will agree to then transfer such 9% Notes to the Issuer for no consideration as a contribution to the common equity of the Issuer and to cause such 9% Notes to be canceled by the trustee of the 9% Notes (the “Note Contribution”) and (iii) following the Note Contribution, the escrow agent will deliver such 9% Notes to the trustee of the 9% Notes for cancellation. The Issuer shall redeem on or shortly after February 16, 2010 (the “Redemption Date”), approximately $141.2 million in aggregate principal amount of the remaining outstanding 9% Notes (including approximately $62.5 million of the 9% Notes held by the CI Noteholders) at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the Redemption Date (the “Redemption”). On the Closing Date, the Issuer will cause the trustee of the 9% Notes to issue a redemption notice for the 9% Notes and will irrevocably deposit with the trustee for the 9% Notes an amount sufficient to redeem the remaining 9% Notes on the Redemption Date. The Initial Purchasers have advised the Issuer that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to resell (the “Exempt Resales”) the Securities in private sales exempt from registration under the Act on the terms set forth in the Preliminary Offering Memorandum (as defined below) and Final Offering Memorandum (as defined below), as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulation S (the persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), among the Issuer, the Guarantors and the Initial Purchasers, to be dated the Closing Date (as of March 13defined herein), 2025 substantially in the form attached hereto as Exhibit E, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuer and the Guarantors will agree to (i) file with the Securities and Exchange Commission (the “Supplemental Commission”) under the circumstances set forth therein, (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the Offered Securities in a like aggregate principal amount as the Issuer issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “Exchange Securities”), to be offered in exchange for the Base Indenture Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (b) if necessary under the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Base IndentureExchange Offer Registration Statement, the “IndentureRegistration Statements”)) relating to the resale by certain holders of the Offered Securities, (ii) to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and (iii) to use its commercially reasonable efforts to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the “Securities.” This Agreement, the Securities Guarantees, the Offered Securities, the Indenture and the Indenture Registration Rights Agreement are hereinafter sometimes referred to herein collectively as the “Transaction Operative Documents.” The Company issuance and sale of the Offered Securities, the issuance of the Guarantees, the use of proceeds therefrom described in the General Disclosure Package (as defined herein) and Final Offering Memorandum, the Note Transfer, the Note Contribution and the Redemption are collectively referred to as the “Transactions.” The Issuer and each of the Guarantors hereby confirms its agreements agree with the Underwriters several Initial Purchasers as follows:

Introductory. OneMain Finance Quanex Corporation, an Indiana a Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A hereto (collectively, the “UnderwritersPurchasers”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 ) U.S.$100,000,000 aggregate principal amount of the Company’s 6.750its 2.50% Convertible Senior Notes Debentures due 2032 May 15, 2034 (the “Firm Securities”). The Securities will be guaranteed ) and also proposes to grant to the Purchasers an option, exercisable by Credit Suisse First Boston LLC as set forth in Section 3 hereof to purchase an aggregate of up to an additional $25,000,000 aggregate principal amount (the “GuaranteeOptional Securities”) by OneMain Holdingsof its 2.50% Convertible Senior Debentures due May 15, Inc.2034, a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed each to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to under an indenture, indenture dated as of December 3May 5, 2014 2004 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “Indenture”), between the Company and Union Bank of California, N.A., as Trustee. This The Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”. The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” The holders of the Offered Securities will be entitled to the benefits of a Registration Rights Agreement dated as of May 5, 2004, among the Company and the Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agrees to file a registration statement with the Securities and the Indenture are referred to herein as Exchange Commission (the “Transaction Documents.” Commission”) registering the resale of the Offered Securities and the Underlying Shares, as hereinafter defined, under the Securities Act. The Company hereby confirms its agreements agrees with the Underwriters several Purchasers as follows:

Introductory. OneMain Finance Genzyme Corporation, an Indiana a Massachusetts corporation (the “"Company”"), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A C hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate "Purchasers") U.S.$225,000,000 principal amount of the Company’s 6.750its 5 1/4% Senior Convertible Subordinated Notes due 2032 Due 2005 (the “"Firm Securities”). The Securities will be guaranteed ") and also proposes to grant to the Purchasers an option, exercisable by Credit Suisse First Boston Corporation (the “Guarantee”"CSFBC") by OneMain Holdings, Inc., a Delaware corporation to purchase an aggregate of up to an additional U.S. $25,000,000 principal amount of its 5 1/4% Convertible Subordinated Notes Due 2005 (the “Guarantor” or “Parent”"Optional Securities"), the direct parent company of the Company. Citigroup has agreed each to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to under an indenture, dated as of December 3May 22, 2014 1998 (the “Base "Indenture”"), among between the Company and State Street Bank and Trust Company, as Trustee. The Firm Securities and the Guarantor and Wilmington Trust, N.A.Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities." The United States Securities Act of 1933, as trustee. Certain terms amended, is herein referred to as the "Securities Act." The holders of the Offered Securities will be established entitled to the benefits of a Registration Rights Agreement of even date herewith among the Company and the Purchasers (the "Registration Rights Agreement"), pursuant to which the Company agrees to file a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee registration statement (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together "Registration Statement") with the Base Indenture, the “Indenture”). This Agreement, the Securities and Exchange Commission (the Indenture are referred to herein "Commission") registering the resale of the Offered Securities and the Underlying Shares (as defined below) issuable upon conversion thereof under the “Transaction Documents.” Securities Act. The Company hereby confirms its agreements agrees with the Underwriters several Purchasers as follows:

Introductory. OneMain Finance Chesapeake Energy Corporation, an Indiana Oklahoma corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A hereto (the “Purchasers”) $300,000,000 principal amount of its 8.000% Senior Notes due 2025 (the “2025 Notes”) and $550,000,000 principal amount of its 8.000% Senior Notes due 2027 (the “2027 Notes”, and together with the 2025 Notes, the “Offered Securities”). The Offered Securities will be unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by each subsidiary of the Company named in Schedule B hereto (collectively, the “UnderwritersSubsidiary Guarantors”), acting severally and not jointlysubject to certain exceptions, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount by subsequently acquired domestic subsidiaries of the Company’s 6.750% Senior Notes due 2032 Company in accordance with the terms of the Indentures (the “Securities”as defined below). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed 2025 Notes are to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to as “Additional Notes” (as such term is defined in the 2025 Notes Indenture as defined below) under an indenture, indenture dated as of December 3April 24, 2014 (the “Base Indenture”)2014, among the Company, the Guarantor Subsidiary Guarantors and Wilmington TrustDeutsche Bank Trust Company Americas, N.A.a New York banking corporation, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13and such indenture, 2025 (the “Supplemental Original Indenture”), to as supplemented by the Base Indenture sixth supplemental indenture dated December 20, 2016, among the Company, the Subsidiary Guarantors and the Trustee (the “Sixth Supplemental Indenture” and, together with the Base Original Indenture, the “2025 Notes Indenture”), and a Company Order delivered pursuant to the 2025 Notes Indenture to be dated October 12, 2017. This AgreementThe Company previously issued $1,000,000,000 in aggregate principal amount of its 8.000% Senior Notes due 2025 under the 2025 Notes Indenture on December 6, 2016 (the “Existing 2025 Notes”). Except as otherwise disclosed in the Offering Documents (as defined below), the Securities 2025 Notes will have terms identical to the Existing 2025 Notes and will be treated as a single series under the 2025 Notes Indenture and trade interchangeably with the Existing 2025 Notes. The 2027 Notes are to be issued as “Additional Notes” (as such term is defined in the 2027 Notes Indenture as defined below) under the Original Indenture, as supplemented by the seventh supplemental indenture dated June 6, 2017, among the Company, the Subsidiary Guarantors and the Indenture are referred to herein as Trustee (the “Transaction Documents.Seventh Supplemental Indenture”, together with the Original Indenture, the “2027 Notes Indenture” and, the 2027 Notes Indenture together with the 2025 Notes Indenture, the “Indentures”), and a Company Order delivered pursuant to the 2027 Notes Indenture to be dated October 12, 2017. The Company hereby confirms previously issued $750,000,000 in aggregate principal amount of its agreements 8.000% Senior Notes due 2027 under the 2027 Notes Indenture on June 6, 2016 (the “Existing 2027 Notes”). Except as otherwise disclosed in the Offering Documents, the 2027 Notes will have terms identical to the Existing 2027 Notes and will be treated as a single series under the 2027 Notes Indenture and trade interchangeably with the Underwriters Existing 2027 Notes. References to the “Offered Securities” shall include the Guarantees, unless the context otherwise requires. The Offered Securities will be sold to the Purchasers in a transaction not registered under the Securities Act of 1933, as follows:amended (the “Securities Act”), in reliance upon an exemption therefrom. The Company has prepared a preliminary offering circular dated September 27, 2017 (the “Preliminary Offering Circular”) and will prepare an offering circular dated the date hereof (the “Offering Circular”)

Introductory. OneMain Finance CorporationCredit Suisse First Boston Mortgage Securities Corp., an Indiana a corporation organized and existing under the laws of the State of Delaware (the “Company”"Depositor"), proposes to issue and sell to Citigroup Global Markets Inc. the Underwriters (“Citigroup”as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-3. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and the other several Underwriters named in Schedule A Class B Certificates (collectively, the “Underwriters”"Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, acting severally and not jointlytogether with the Offered Certificates, the respective amounts set forth "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The Offered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 ABFS Mortgage Loan Trust 2002-3 (the “Securities”"Trust"). The Securities assets of the Trust will be guaranteed consist primarily of a pool of certain home equity loans (the “Guarantee”"Mortgage Loans") conveyed to the Trust by OneMain Holdingsthe Depositor pursuant to a Pooling and Servicing Agreement, dated as of September 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $370,000,000 as of September 26, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-3, Inc. a Delaware corporation (the “Guarantor” or “Parent”"Seller") pursuant to the Unaffiliated Seller's Agreement, dated as of September 1, 2002 (the "Unaffiliated Seller's Agreement"), among the direct parent company of Depositor, the Company. Citigroup has agreed to act as Seller, ABC, American Business Mortgage Services Inc. ("ABMS") and HomeAmerican Credit Inc. d/b/a Upland Mortgage ("Upland" and, together with ABC and ABMS, the representative of the several Underwriters (the “Representative”) in connection "Originators" and, together with the offering and sale of the Securities. As used hereinSeller, the term “Securities” shall include the Guarantee unless the context requires otherwise"ABFS Entities"). The Company intends Mortgage Loans and other property to use all of be sold by the net proceeds Seller to the Depositor will be purchased by the Seller from the offering for general corporate purposes, which may include debt repurchases or repaymentsOriginators pursuant to the Unaffiliated Seller's Agreement. The Securities will Certificates are to be issued pursuant to an indenturethe Pooling and Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of December 3September 23, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), 2002 relating to the Base Indenture Offered Certificates (together with the Base IndentureProspectus attached thereto, the “Indenture”"Prospectus"), which the Depositor has furnished to the Underwriters. This The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as amended. The Depositor on the date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to the sale of the Offered Certificates. The Pooling and Servicing Agreement, the Securities Unaffiliated Seller's Agreement, and the Indenture are referred to Underwriting Agreement shall be collectively defined herein as the “Transaction "Basic Documents.” The Company hereby confirms its agreements with " Capitalized terms used herein and not otherwise defined shall have the Underwriters as follows:meanings given them in the Underwriting Agreement.

Introductory. OneMain Finance CorporationMatador Resources Company, an Indiana a Texas corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets BofA Securities, Inc. (“CitigroupBofA Securities”) and the other several Underwriters Initial Purchasers named in Schedule A hereto (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 900,000,000 aggregate principal amount of the Company’s 6.7506.500% Senior Notes due 2032 (the “SecuritiesNotes”). The BofA Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenture, to be dated as of December 3April 2, 2014 2024 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington TrustComputershare Trust Company, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., to be dated as nominee of March 13, 2025 The Depository Trust Company (the “Supplemental Depositary”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to the Base Indenture their guarantees (together with the Base Indenture, the “IndentureGuarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Underwriters Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as follows:amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated March 26, 2024 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated March 26, 2024 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. OneMain Finance CorporationKey Bank USA, an Indiana corporation National Association, a national banking association (the “Company”"KBUSA"), proposes to cause KeyCorp Student Loan Trust 1999-B (the "Trust") to issue and sell $65,000,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates") to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed, and the Certificates issued, pursuant to the Trust Agreement, dated as of September 1, 1999, as amended and restated by the Amended and Restated Trust Agreement, dated as of September 1, 1999 (as further amended and supplemented from time to time, collectively, the "Trust Agreement") between KBUSA, as depositor and Bank One, National Association, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, two pools of graduate and undergraduate student loans (collectively, the “Underwriters”"Initial Financed Student Loans") and certain monies due thereunder on and after September 1, 1999 with respect to certain of the Initial Financed Student Loans, and September 27, 1999, with respect to certain other Initial Financed Student Loans (collectively, the "Cutoff Date"). Such Initial Financed Student Loans were sold to the Eligible Lender Trustee on behalf of the Trust by the Seller pursuant to the Sale and Servicing Agreement, dated as of September 1, 1999 (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), acting severally and not jointlyamong, the respective amounts set forth Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in Schedule A of $600,000,000 aggregate principal amount of such capacity, the Company’s 6.750% Senior Notes due 2032 "Master Servicer"), KBUSA, as seller (in such capacity, the “Securities”"Seller"), and KBUSA as administrator (in such capacity, the "Administrator"). The Securities will be guaranteed Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania (the “Guarantee”"PHEAA" and, in its capacity as a sub-servicer, "Sub-Servicer") by OneMain Holdingsand Great Lakes Educational Loan Services, Inc., a Delaware Wisconsin corporation ("Great Lakes" or a "Sub-Servicer"). After the “Guarantor” or “Parent”Closing Date (as defined below), the direct parent company Eligible Lender Trustee, acting on behalf of the Company. Citigroup has agreed Trust, will acquire certain additional student loans identified in the Sale and Servicing Agreement on or prior to act as December 24, 1999 (the representative "Subsequent Pool Student Loans") and on or prior to the end of the several Underwriters Funding Period (the “Representative”) in connection "Other Subsequent Student Loans"; and together with the offering Subsequent Pool Student Loans and sale Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued Trust pursuant to an indenturethe Administration Agreement, dated as of December 3September 1, 2014 1999 (as amended and supplemented from time to time, the “Base Indenture”"Administration Agreement"), among the CompanyIndenture Trustee, the Guarantor Trust and Wilmington Trust, N.A.the Administrator. The Trust will also be a party to that certain cap agreement (the "Cap Agreement") between the Trust and KBUSA, as trustee. Certain terms cap provider (in such capacity, the "Cap Provider"), whereunder the Certificateholders will be entitled, subject to the limitations of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”)Cap Agreement, to be dated as receive payments from the Cap Provider in the amount of March 13any Certificateholders' Interest Index Carryover for the Certificates and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, 2025 (the “Supplemental Indenture”), but only to the Base Indenture (together with the Base Indenture, the “Indenture”)extent funds are available therefor on a subordinated basis. This The Sale and Servicing Agreement, the Securities Indenture (as defined below), the Trust Agreement, the Administration Agreement and the Indenture Cap Agreement are referred to herein as the “Transaction "Basic Documents.” The Company hereby confirms its agreements " Simultaneously with the Underwriters issuance and sale of the Certificates as follows:contemplated herein, pursuant to the Indenture (the "Indenture"), dated as of September 1, 1999, between the Trust and Bankers Trust Company, as indenture trustee (the "Indenture Trustee"), the Trust will issue $280,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), $625,000,000 principal amount of its Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes" and together with the Class A-1 Notes, the "Class A Notes"), and $30,000,000 principal amount of its Floating Rate Class M Asset Backed Notes (the "Class M Notes" and, with the Class A Notes, the "Notes"). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between the Seller and the Representative. Capitalized terms used and not otherwise defined herein shall have the meanings given them in Appendix A attached hereto.

Introductory. OneMain Finance Corporation, an Indiana corporation Prof▇▇▇▇'▇ ▇▇▇dit Corporation (the “Company”"Transferor") proposes to form a master trust entitled the Prof▇▇▇▇'▇ ▇▇▇dit Card Master Trust (the "Trust"), which will issue, from time to time, asset backed securities ("Securities") in one or more series (each, a "Series"). Each Security will evidence a fractional, undivided percentage interest in the Trust. The property of the Trust will include receivables (the "Receivables") generated from time to time in a portfolio of credit card accounts owned by certain affiliates of the Transferor (the "Accounts"), collections thereon and certain related property to be conveyed to the Trust by the Transferor (the "Trust Property"). The Transferor proposes to issue enter into the Master Pooling and sell to Citigroup Global Markets Inc. Servicing Agreement, dated as of August 1, 1997 (“Citigroup”the "Pooling and Servicing Agreement") among the Transferor, Norwest Bank Minnesota, National Association, a national banking association (the "Trustee") and Prof▇▇▇▇'▇ ▇▇▇., as servicer (the other several Underwriters named in Schedule "Servicer"). The Transferor proposes to enter into the Series 1997-2 Supplement, dated as of August 1, 1997 (the "Series 1997-2 Supplement"), to the Pooling and Servicing Agreement, pursuant to which $180,000,000 aggregate initial principal amount of 6.50% Class A Asset Backed Certificates, Series 1997-2 (collectivelythe "Class A Certificates"), $20,000,000 aggregate initial principal amount of 6.69% Class B Asset Backed Certificates, Series 1997-2 (the "Class B Certificates," and together with the Class A Certificates, the “Underwriters”"Certificates"), acting severally and not jointlya Collateral Indebtedness Interest, Series 1997-2 in the respective amounts set forth in Schedule A of $600,000,000 initial aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 $21,000,000 (the “Securities”"Collateral Interest") and $14,300,000 initial aggre gate principal amount of Class D Asset Backed Certificates, Series 1997-2 (the "Class D Certificates"). To the extent not defined herein, capitalized terms used herein shall have the meanings specified in the Pooling and Servicing Agreement and the Supplement. The Securities Transferor proposes to sell to the underwriters identified on Schedule I hereto (the "Underwriters") for whom you are acting as representative (the "Representative") the principal amount of Certificates identified on Schedule I. The Collateral Interest will be guaranteed sold to the Enhancement Provider (the “Guarantee”as defined herein) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”)Loan Agreement, to be dated as of March 13the Closing Date (as defined in Section 3 hereof), 2025 among the Transferor, the Trustee and the financial institution named therein (the “Supplemental Indenture”), to the Base Indenture "Enhancement Provider") (together with the Base Indenturesuch agreement, the “Indenture”"Enhancement Agreement"). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationCapital One Multi-asset Execution Trust, an Indiana corporation a Delaware statutory trust (the “Issuer”), and Capital One Funding, LLC, a Virginia limited liability company (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 as beneficiary (the “SecuritiesBeneficiary”) of the Issuer, propose to sell the notes of the series, classes and tranches designated in the applicable Terms Agreement (as hereinafter defined) (the “Notes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenturethe Indenture, dated as of December 3October 9, 2014 (the “Base Indenture”), among the Company, the Guarantor and Wilmington Trust, N.A.2002, as trustee. Certain terms amended and restated as of January 13, 2006, and as amended by the Securities will be established pursuant to a supplemental indenture among the CompanyFirst Amendment thereto, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 131, 2025 2008, as supplemented by the Asset Pool Supplement, the Indenture Supplement and the Terms Document having the date stated in the applicable Terms Agreement (the “Supplemental Indenture”), as so supplemented and as otherwise modified or amended from time to the Base Indenture (together with the Base Indenturetime, the “Indenture”), between the Issuer and The Bank of New York, as trustee (in such capacity, the “Indenture Trustee”). This The Issuer is operated pursuant to a Second Amended and Restated Trust Agreement, dated as of January 13, 2006 (as modified or amended from time to time, the “Trust Agreement”), between the Company, as Beneficiary and as transferor (in such capacity, the “Transferor”), and Deutsche Bank Trust Company Delaware, a Delaware banking corporation, as owner trustee (the “Owner Trustee”). The Notes will be secured by certain assets of the Issuer, including the Collateral Certificate referred to below (collectively, the “Collateral”). Capital One Bank (USA), National Association, a national banking association (the “Bank” and the “Seller”), has entered into the Amended and Restated Receivables Purchase Agreement, dated as of July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (the “Receivables Purchase Agreement”) with the Company under which the Bank will sell receivables (the “Receivables”) generated from time to time in certain designated consumer revolving credit card accounts (the “Accounts”), collections thereon and certain related property to the Company. The Company has conveyed the Receivables, collections thereon and certain related property to the Capital One Master Trust (the “Master Trust”) pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of September 30, 1993, as amended and restated as of August 1, 2002, January 13, 2006 and July 1, 2007, and as amended by the First Amendment thereto, dated as of March 1, 2008 (as so amended and restated and as otherwise modified or amended from time to time, the “Pooling and Servicing Agreement”), as supplemented by the Series 2002-CC Supplement (the “Series Supplement”), dated as of October 9, 2002, as amended by the First Amendment thereto, dated as of March 1, 2008, among the Company, as Transferor (as defined in the Pooling and Servicing Agreement), the Bank, as servicer (the “Servicer”), and The Bank of New York, as trustee (in such capacity, the “Master Trust Trustee”). References herein to the Pooling and Servicing Agreement, unless otherwise specified, shall mean the Pooling and Servicing Agreement as supplemented by the Series Supplement. Pursuant to the Pooling and Servicing Agreement and the Trust Agreement, the Securities Company has caused the Master Trust to issue to the Issuer a collateral certificate (the “Collateral Certificate”). The Collateral Certificate is a series certificate under the Pooling and Servicing Agreement that represents undivided interests in certain assets of the Indenture Master Trust. The Notes designated in the applicable Terms Agreement will be sold in a public offering by the Issuer through Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC, as underwriters, or through certain underwriters which include Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC, one or more of which may, with Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC, act as the representatives of such underwriters listed on Schedule I to the applicable Terms Agreement (any underwriter through which Notes are sold shall be referred to herein as an “Underwriter” or, collectively, all such Underwriters may be referred to as the “Transaction DocumentsUnderwriters”; each representative thereof may be referred to herein together as a or the “Representative”, or if there is more than one Representative, collectively all such Representatives may be referred to herein together as the “Representatives”, which, if the context herein does require, shall include Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC, in their capacity as Underwriter of any Notes or as Representative). Notes sold to the Underwriters for which Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC are the Representatives shall be sold pursuant to a Terms Agreement, among the Issuer, the Company, the Seller and the Representatives, a form of which is attached hereto as Exhibit A (a “Terms Agreement”), which incorporates by reference this Underwriting Agreement (the “Agreement,” which shall include the applicable Terms Agreement if the context so requires). To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Indenture or the Pooling and Servicing Agreement. Unless otherwise stated herein or in the applicable Terms Agreement, as the context otherwise requires or if such term is otherwise defined in the Indenture or the Pooling and Servicing Agreement, each capitalized term used or defined herein or in the applicable Terms Agreement shall relate only to the Notes designated in the applicable Terms Agreement and no other series, class or tranches of notes issued by the Issuer. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number stated in the applicable Terms Agreement), including a form of prospectus, relating to the Notes and the Collateral Certificate. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of the applicable Terms Agreement, the most recent such amendment has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement as the “Registration Statement.” The Company hereby confirms its agreements proposes to file with the Underwriters Commission pursuant to Rule 424(b) (“Rule 424(b)”) of the rules and regulations of the Commission (the “Rules and Regulations”) under the Act a supplement (together with static pool information (the “Static Pool Information”) required to be disclosed pursuant to Item 1105 of Regulation AB under the Act, without regard to whether such information is deemed to be a part of a prospectus under Item 1105(d) of Regulation AB under the Act, the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b), is hereinafter referred to as follows:the “Basic Prospectus”) relating to the Notes and the method of distribution thereof. The Basic Prospectus and the Prospectus Supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus.”

Introductory. OneMain Finance CorporationThe Kansas City Southern Railway Company, an Indiana a Missouri corporation (the “Company”), a wholly-owned subsidiary of Kansas City Southern (the “Parent”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 500,000,000 aggregate principal amount of the Company’s 6.7504.950% Senior Notes due 2032 2045 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Citigroup Global Markets Inc., a Delaware corporation (the “Guarantor” or “Parent”)▇▇▇▇▇▇▇ Lynch, the direct parent company of the Company. Citigroup has Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC have agreed to act as the representative representatives of the several Underwriters (in such capacity, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsSecurities (as defined below). The Securities will be issued pursuant to an indenture, to be dated as of December 3, 2014 the Closing Date (as defined in Section 2 hereof) (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.U.S. Bank National Association, as trusteetrustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”)indenture, to be dated as of March 13, 2025 the Closing Date (the “Supplemental Indenture”), ) to the Base Indenture (together with the Base Indenture, the “Indenture”). This AgreementThe Securities will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). Pursuant to the Indenture, the Securities and the Indenture are referred to herein as Notes will be guaranteed (the “Transaction Documents.Guarantees” The Company hereby confirms its agreements and, together with the Underwriters as follows:Notes, the “Securities”), jointly and severally, on a senior unsecured, unconditional basis by the entities listed on Schedule B hereto (the “Guarantors”).

Introductory. OneMain Finance CorporationSilgan Holdings Inc., an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and the other several Underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 €600 million aggregate principal amount of the Company’s 6.7504.250% Senior Notes due 2032 2031 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup ▇▇▇▇▇▇▇ ▇▇▇▇▇ International has agreed to act as the representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsSecurities (as defined below). The Securities will be issued pursuant to an indenture, to be dated as of December 3September 12, 2014 2025 (the “Base Indenture”), by and among the Company, the Guarantor Guarantors (as defined below) and Wilmington TrustU.S. Bank Trust Company, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (in such capacity, the “Trustee”). The Securities will be issued only in book-entry form to the depositary of the Securities, to as nominee of Euroclear Bank SA/NV (“Euroclear”), as operator of the Euroclear system, and Clearstream Banking, société anonyme (“Clearstream”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally by (i) each of the Company’s existing wholly-owned U.S. subsidiaries that guarantees the obligations of the Company and the other borrowers under the Amended and Restated Credit Agreement, dated as of March 1324, 2025 2017, as amended (the “Supplemental IndentureCredit Agreement”), to by and among the Base Company, Silgan Containers LLC, Silgan Plastics LLC, Silgan Containers Manufacturing Corporation, Silgan International Holdings B.V. and such other borrowers party thereto, ▇▇▇▇▇ Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Co-Syndication Agents, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., Sumitomo Mitsui Banking Corporation, MUFG Bank, Ltd., TD Bank, N.A. and CoBank, ACB, as Co-Documentation Agents, and ▇▇▇▇▇ Fargo Securities, LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, HSBC Bank USA, National Association, Mizuho Bank, Ltd. and Coöperatieve Rabobank U.A., New York Branch, as Joint Lead Arrangers and Joint Bookrunners, and the various lenders party thereto, which subsidiaries, as of the Closing Date, are set forth on Schedule C hereto and (ii) any U.S. subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture (together with the Base Indenturesubsidiaries of the Company described clauses (i) and (ii), collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities”. This Purchase Agreement (this “Agreement”), the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Underwriters Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 3, 2025 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated September 3, 2025 (the “Pricing Supplement”), attached as Schedule B hereto, describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to collectively as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”). All references herein to the terms “Pricing Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company and the Guarantors hereby confirm their agreement with the Initial Purchasers as follows:

Introductory. OneMain Finance Chesapeake Energy Corporation, an Indiana Oklahoma corporation (the “Company”), proposes proposes, subject to the terms and conditions stated herein, to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters initial purchasers named in Schedule A hereto (the “Purchasers”) $1,100,000,000 principal amount of its 5.5% Convertible Senior Notes due 2026 (the “Firm Securities”) and also proposes to grant to the Purchasers an overallotment option, exercisable from time to time by the Purchasers to purchase up to an additional $150,000,000 principal amount of its 5.5% Convertible Senior Notes due 2026 (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities”). The Offered Securities will be unconditionally guaranteed on a senior unsecured basis (the “Guarantees”) by each subsidiary of the Company named in Schedule B hereto (collectively, the “UnderwritersSubsidiary Guarantors”), acting severally and not jointlysubject to certain exceptions, by subsequently acquired domestic subsidiaries of the respective amounts Company in accordance with the terms of the Indenture (as defined below). The Offered Securities will be convertible into cash and, if applicable, shares of common stock, par value $0.01, on the terms, and subject to the conditions, set forth in Schedule A the Indenture. The shares of $600,000,000 aggregate principal amount common stock which may be issued upon conversion are referred to herein as the “Underlying Shares.” The Offered Securities are to be issued under an indenture to be dated as of the Company’s 6.750% Senior Notes due 2032 October 5, 2016 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 (the “Base Indenture”), among the Company, the Guarantor Subsidiary Guarantors and Wilmington TrustDeutsche Bank Trust Company Americas, N.A.a New York banking corporation, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), . References to be dated as of March 13, 2025 (the “Supplemental Indenture”)Offered Securities” shall include the Guarantees, to unless the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documentscontext otherwise requires.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance Corporation, an Indiana corporation United Rentals (the “Company”North America), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentCompany”), the direct parent company of the Company. Citigroup has agreed to act as the representative of agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) for whom you are acting as representative (the “Representative”) in connection with to issue and sell to the offering several Underwriters $1,000,000,000 principal amount of its 4.625% Senior Secured Notes due 2023 (the “Notes”). The Notes will be unconditionally guaranteed (each, a “Guaranty”) on a senior basis by United Rentals, Inc., a Delaware corporation and sale parent of the Securities. As used hereinCompany (“Holdings”), and each of the Company’s subsidiaries listed on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the term “Securities” shall include the Guarantee unless the context requires otherwiseGuarantors”). The Company intends to use all Notes will also be guaranteed by each subsequently organized domestic subsidiary of the net proceeds from Company that becomes a guarantor pursuant to the offering for general corporate purposes, which may include debt repurchases or repaymentsIndenture (as hereinafter defined). The Securities Notes will be issued pursuant to under an indenture, dated as of December 3March 26, 2014 2015 (the “Base Indenture”), among the Company, the Guarantor Guarantors and Wilmington Trust▇▇▇▇▇ Fargo Bank, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”) and as collateral agent (the “Notes Collateral Agent”). The Notes and the Guarantees are together referred to as the “Offered Securities”. Substantially concurrently with the issuance of the Offered Securities, the Company will issue and sell to be dated as the several Underwriters $800,000,000 principal amount of March 13, its 5.500% Senior Notes due 2025 (the “Supplemental Senior Notes”). Pursuant to the terms of the Indenture, the Company and the Guarantors will be required, on the Closing Date (as defined herein), to enter into each of the Notes Collateral Documents (as defined in the General Disclosure Package) and cause the Notes Collateral Agent, for the benefit of the holders of the Notes, to be granted valid and perfected liens on the Collateral (as defined in the General Disclosure Package) in order to secure the obligations of the Company and the Guarantors under the Notes and the Indenture. On the Closing Date, the Notes Collateral Agent, on behalf of the holders of the Notes, will enter into a joinder agreement (the “Joinder”) to the Intercreditor Agreement, dated March 9, 2012 (the “Intercreditor Agreement”), among the Notes Collateral Agent, the Trustee and the agent under the Company’s Amended and Restated Credit Agreement, dated as of October 14, 2011, among Holdings, the Company, certain subsidiaries of the Company and the lenders referred to the Base Indenture therein (together with the Base Indentureas amended on December 16, 2011 and June 28, 2013, the “IndentureCredit Agreement”), and the Joinder will be acknowledged by the Company and the Guarantors. This Agreement, the Securities Indenture and the Indenture Offered Securities are referred to herein as the “Transaction Operative Documents.” ”. The Company hereby confirms its agreements and the Guarantors jointly and severally agree with the several Underwriters as follows:: For purposes of this Underwriting Agreement (this “Agreement”):

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsAmeriPath, Inc., a Delaware corporation (the “Guarantor” or Company”) and a wholly owned subsidiary of AmeriPath Holdings, Inc. (“Parent”), proposes, subject to the direct parent company of the Company. Citigroup has agreed terms and conditions stated herein, to act as the representative of issue and sell to the several Underwriters initial purchasers named in Schedule A hereto (the “RepresentativePurchasers”) in connection with $75,000,000 principal amount of its 10 1/2% Senior Subordinated Notes due 2013 (the offering and sale of the “Offered Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends ”) to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, as additional securities under the indenture dated as of December 3March 27, 2014 2003 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined in paragraph 2(e) below) and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms Trustee, on a private placement basis pursuant to an exemption under Section 4(2) of the United States Securities Act of 1933, as amended (the “Securities Act”). Concurrently with the consummation of the purchase and sale of the Offered Securities, the Company will enter into an amendment to the credit agreement (the “Amendment and Restatement”) dated as of March 27, 2003 (as amended, the “Amended and Restated Credit Agreement”) among itself, Parent, the guarantors named therein, Credit Suisse First Boston, as administrative and collateral agent, and the lenders named therein. In connection therewith, the Company hereby agrees with the several Purchasers as follows: The obligation of the Company to sell to the several Purchasers the Offered Securities is subject to the Company’s obtaining the requisite consents (the “Consents”) from the lenders required to effect the Amendment and Restatement. The holders of the Offered Securities will be established pursuant entitled to the benefits of a supplemental indenture Registration Rights Agreement among the Company, the Guarantor Guarantors and HSBC Bank USA, N.A., as series trustee the Purchasers (the “TrusteeRegistration Rights Agreement”), pursuant to be dated as of March 13, 2025 which the Company agrees to file a registration statement with the Securities Exchange Commission (the “Supplemental IndentureCommission”), to ) registering the Base Indenture (together with resale of the Base Indenture, the “Indenture”). This Agreement, Offered Securities under the Securities and the Indenture are referred to herein as the “Transaction DocumentsAct.” The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationiStar Financial Inc., an Indiana a Maryland corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. confirms its agreement with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Citigroup▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $600,000,000 550,000,000 aggregate principal amount of the Company’s 6.7504.00% Senior Notes due 2032 2017 (the “2017 Notes”) and $770,000,000 aggregate principal amount of the Company’s 5.00% Senior Notes due 2019 (the “2019 Notes” and, together with the 2017 Notes, the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3February 5, 2014 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), among as amended by the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”)Twenty-sixth Supplemental Indenture, to be dated as of March June 13, 2025 (2014 between the “Company and the Trustee relating to the 2017 Notes and the Twenty-seventh Supplemental Indenture”), to be dated as of June 13, 2014 between the Base Indenture Company and the Trustee relating to the 2019 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, the Trustee and the Depositary. This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements has prepared and filed with the Underwriters Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-181470), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the Company under the Securities Act of 1933, as follows:amended, and the rules and regulations promulgated thereunder

Introductory. OneMain Finance CorporationFirst Potomac Realty Trust, an Indiana corporation a Maryland real estate investment trust (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule ) an aggregate of 4,000,000 of its 7.750% Series A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 Cumulative Redeemable Perpetual Preferred Shares (the “SecuritiesFirm Shares”) of beneficial interest, par value $.001 per share (the “Preferred Shares”). The Securities will be guaranteed In addition, the Company has granted to the Underwriters an option to purchase up to an additional 600,000 Preferred Shares (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentOption Shares”), as provided in Section 2. The Firm Shares and, if and to the direct parent company of extent such option is exercised, the Company. Citigroup Option Shares are collectively called the “Shares.” ▇▇▇▇▇ Fargo Securities, LLC (“▇▇▇▇▇ Fargo”) has agreed to act as the representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseShares. The Company intends is the sole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), that serves as the Company’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), on April 16, 2007 a registration statement on Form S-3, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147), which contains a form of prospectus to use all be used in connection with the public offering and sale of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3, 2014 Shares (the “Base IndentureProspectus”). Such registration statement, among herein referred to as the Company, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor Act and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as all information incorporated by reference therein. The form of March 13, 2025 (the “Supplemental Indenture”), final prospectus supplement to the Base Indenture (together Prospectus relating to the Shares and the offering thereof filed by the Company with the Base Indenture, the “Indenture”). This Agreement, Commission pursuant to Rule 424(b) under the Securities Act and first used by the Indenture are Underwriters to confirm sales of the Shares is herein referred to herein as the “Transaction DocumentsProspectus.” The Base Prospectus, as supplemented by the preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Securities Act, and prior to the termination of the offering of the Shares by the Underwriters. Each of the Company and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Introductory. OneMain Finance CorporationThe ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Company, an Indiana a Massachusetts corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) ▇.▇. ▇▇▇▇▇▇ Securities LLC and the other several Underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 575,000,000 aggregate principal amount of the Company’s 6.7507.375% Senior Notes due 2032 2031 (the “SecuritiesNotes”). The ▇.▇. ▇▇▇▇▇▇ Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup LLC has agreed to act as the representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsNotes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of December 3November 13, 2014 2025 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington TrustU.S. Bank Trust Company, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as of March 13, 2025 defined in Section 2 hereof) (the “Supplemental IndentureDTC Agreement”), to among the Base Indenture Company, the Trustee and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (together i) ▇▇▇▇▇▇’▇, Inc., a Delaware corporation (the “Parent Guarantor”), and the other guarantors listed on the signature pages hereto and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively with the Parent Guarantor and the other guarantors listed on the signature pages hereto, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” This Purchase Agreement (this “Agreement”), the DTC Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Underwriters Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as follows:amended (the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities Act (“Regulation S”)). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated October 28, 2025 (the “Preliminary Offering Memorandum”), and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated October 29, 2025 (the “Pricing Supplement”), describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after this Agreement is executed and delivered, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsCephalon, Inc., a Delaware corporation (the “Guarantor” or “ParentCompany”), proposes, subject to the direct parent company of the Company. Citigroup has agreed terms and conditions stated herein, to act as the representative of issue and sell to the several Underwriters named in Schedule A hereto (the “RepresentativeUnderwriters”) in connection with $800,000,000 principal amount of its 2.00% Convertible Senior Subordinated Notes due June 1, 2015 (the offering and sale “Firm Securities”) and, at the election of the Underwriters, solely to cover over-allotments, an aggregate of up to an additional $120,000,000 principal amount of its 2.00% Convertible Senior Subordinated Notes due June 1, 2015 (the “Optional Securities. As used herein, ”) (the term Firm Securities and the Optional Securities which the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Offered Securities” shall include the Guarantee unless the context requires otherwise. The Company intends ”) to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to under an indenture, indenture dated as of December 3June 7, 2014 2005 (the “Base Indenture”), among between the Company, the Guarantor Company and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee Trustee (the “Trustee”). Under the terms of the Indenture, to be dated as the Offered Securities are convertible, in whole or in part, into cash and shares of March 13Common Stock, 2025 $.01 par value, of the Company (the “Supplemental IndentureUnderlying Shares”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement (No. 333-112541), including a prospectus (the “Base Prospectus”), relating to the Base Indenture sale, in one or more offerings, of various securities of the Company (together including the Offered Securities) and shall promptly hereafter file with the Base Indentureor transmit for filing to, the Commission a prospectus supplement (the “IndentureProspectus Supplement”) specifically relating to the Offered Securities pursuant to Rule 424 under the Securities Act of 1933, as amended (the “Securities Act”). This Agreement, The term “Registration Statement” means the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:registration

Introductory. OneMain Finance CorporationSalem Media Group, an Indiana Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 255,000,000 aggregate principal amount of the Company’s 6.7506.75% Senior Secured Notes due 2032 2024 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsW▇▇▇▇ Fargo Securities, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup LLC has agreed to act as the representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repaymentsNotes. The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of December 3May 19, 2014 2017 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.U.S. Bank National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as of March 13, 2025 defined in Section 2 hereof) (the “Supplemental IndentureDTC Agreement”), to among the Base Indenture Company and the Depositary. The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally by (together i) the entities listed on the signature pages hereof as “Guarantors” and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the Base terms of the Indenture, and their respective successors and assigns (collectively, the “IndentureGuarantors”), pursuant to their guarantees (the “Guarantees”). This AgreementThe Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.” As described in the Pricing Disclosure Package (as defined below) and the Final Memorandum, proceeds from the issuance and sale of the Securities shall be used to (i) refinance the Company’s existing credit agreement and (ii) to pay related fees and expenses. The issuance and sale of the Notes, the Securities issuance of the Guarantees, the entry by the Company and the Indenture Guarantors into a new senior first lien credit facility (the “Senior Credit Facility”), the initial extensions of credit thereunder, if any, on the Closing Date, the refinancing of the Company’s existing credit agreement as described in the Pricing Disclosure Package, and the payment of transaction costs are referred to herein collectively, as the “Transaction DocumentsTransactions.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance CorporationiStar Financial Inc., an Indiana a Maryland corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. confirms its agreement with ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Citigroup▇▇▇▇▇▇▇ ▇▇▇▇▇”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in such Schedule A of $600,000,000 265,000,000 aggregate principal amount of the Company’s 6.7503.875% Senior Notes due 2032 2016 (the “2016 Notes”) and $300,000,000 aggregate principal amount of the Company’s 4.875% Senior Notes due 2018 (the “2018 Notes” and, together with the 2016 Notes, the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup ▇▇▇▇▇▇▇ ▇▇▇▇▇ has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, dated as of December 3February 5, 2014 2001, between the Company and US Bank Trust National Association, as trustee (the “Trustee”) (the “Base Indenture”), among as amended by the CompanyTwenty-third Supplemental Indenture, the Guarantor and Wilmington Trust, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13May 7, 2025 (2013 between the “Company and the Trustee relating to the 2016 Notes and the Twenty-fourth Supplemental Indenture”), dated as of May 7, 2013 between the Company and the Trustee relating to the Base Indenture 2018 Notes (such supplemental indentures, together with the Base Indenture, the “Indenture”). The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof), among the Company, the Trustee and the Depositary. This Agreement, the Securities and the Indenture are referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements has prepared and filed with the Underwriters as follows:Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-181470), which contains a

Introductory. OneMain Finance Corporation, an Indiana corporation United Rentals (the “Company”North America), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “ParentCompany”), agrees with the direct several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters $400,000,000 principal amount of its 61/8% Senior Notes due 2023 (the “Notes”). The Notes will be unconditionally guaranteed (each, a “Guaranty”) on a senior basis by United Rentals, Inc., a Delaware corporation and parent company of the Company (“Holdings”), and each of the Company. Citigroup has agreed to act as the representative of the several Underwriters ’s subsidiaries listed on Schedule B hereto (the “RepresentativeSubsidiary Guarantors” and, together with Holdings, the “Guarantors”) in connection with the offering and sale ). The Notes will also be guaranteed by each subsequently organized domestic subsidiary of the Securities. As used herein, Company that becomes a guarantor pursuant to the term “Securities” shall include the Guarantee unless the context requires otherwiseIndenture (as hereinafter defined). The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to under an indenture, dated as of December 3October 30, 2014 2012 (the “Base Indenture”), among the Company, the Guarantor Guarantors and Wilmington Trust▇▇▇▇▇ Fargo Bank, N.A.National Association, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), . The Notes and the Guaranties are together referred to be dated as of March 13, 2025 (the “Supplemental IndentureOffered Securities”), to the Base Indenture (together with the Base Indenture, the “Indenture”). This Agreement, the Securities Indenture and the Indenture Offered Securities are referred to herein as the “Transaction Operative Documents.” ”. The Company hereby confirms its agreements and the Guarantors jointly and severally agree with the several Underwriters as follows: For purposes of this Agreement:

Introductory. OneMain Finance Cenveo Corporation, an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. the several Initial Purchasers named in Schedule A(i) (the “CitigroupSenior Initial Purchasers”) and Schedule A(ii) hereto (the other several Underwriters named in Schedule A (collectively“Junior Initial Purchasers” and, together with the Senior Initial Purchasers, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A A(i) of $600,000,000 540,000,000 aggregate principal amount of the Company’s 6.7506.000% Senior Priority Secured Notes due 2032 2019 (the “SecuritiesSenior Priority Notes”). The Securities will be guaranteed ) and the respective amounts set forth in such Schedule A(ii) of $250,000,000 aggregate principal amount of the Company’s 8.500% Junior Priority Secured Notes due 2022 (the “GuaranteeJunior Priority Notes”) by OneMain Holdings, Inc.and together with the Senior Priority Notes, a Delaware corporation (the “GuarantorNotes” or and each a “Parent”Series” of Notes), the direct parent company of the Companyrespectively. Citigroup J.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the representative of the several Underwriters Initial Purchasers (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Senior Priority Notes will be issued pursuant to an indentureindenture (the “Senior Priority Indenture”), to be dated as of December 3the Closing Date (as defined below), 2014 among the Company, the Guarantors (as defined below) and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “Base Senior Trustee”). The Junior Priority Notes will be issued pursuant to an indenture (the “Junior Priority Indenture”, and together with the Senior Priority Indenture, the “Indentures”), to be dated as of the Closing Date, among the Company, the Guarantors and W▇▇▇▇ Fargo Bank, National Association, as trustee (the “Junior Trustee” , and together with the Senior Trustee, the Trustees”). The Securities (as defined below) will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a blanket letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Guarantor Trustee and Wilmington Trustthe Depositary. The payment of principal of, N.A.premium, if any, and interest on the Notes will be fully and unconditionally guaranteed, jointly and severally, by (i) Cenveo, Inc., a Colorado corporation (“Holdings”), and each of the guarantors named in Schedule B hereto and (ii) any North American Subsidiary (as trustee. Certain defined in the Pricing Disclosure Package) formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Securities will be established Indentures, and their respective successors and assigns (collectively, the “Guarantors”), pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee their guarantees (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indenture, the “IndentureGuarantees”). This Agreement, the Securities The Senior Priority Notes and the Indenture related Guarantees attached thereto are herein collectively referred to herein as the “Transaction Documents.Senior Priority Securities” The Company hereby confirms its agreements with and the Underwriters Junior Priority Notes and the related Guarantees attached thereto are herein collectively referred to as follows:the

Introductory. OneMain Finance CorporationSubject to the terms and conditions herein contained, eHi Car Services Limited, an Indiana corporation exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters Initial Purchasers named in Schedule A (collectively, the “UnderwritersInitial Purchasers”), acting severally and not jointly, the respective amounts set forth opposite their names in such Schedule A hereto of $600,000,000 400,000,000 aggregate principal amount of the Company’s 6.7505.875% Senior Notes due 2032 2022 (the “SecuritiesNotes”). The Securities will be guaranteed (the “Guarantee”as defined below) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, to be dated as of December 3August 14, 2014 2017 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust, N.A.Citicorp International Limited, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to . The Notes will be dated as issued only in book-entry form in the name of March 13, 2025 a nominee of a depositary (the “Supplemental IndentureCommon Depositary”) common to Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”). The payment of principal of, to premium, if any, and interest on the Base Indenture Notes will be fully and unconditionally guaranteed on a senior basis, jointly and severally by the following direct and indirect subsidiaries of the Company: Brave Passion Limited, eHi Auto Services (together with the Base IndentureHong Kong) Holding Limited and L&L Financial Leasing Holding Limited, (collectively, the “IndentureGuarantors”) pursuant to their guarantees (the “Guarantees”). This Agreement, the Securities The Notes and the Indenture Guarantees are herein collectively referred to as the “Securities.” The date of the completion of the offering of the Notes, as specified in Section 2 below, is referred to herein as the “Transaction DocumentsClosing Date.” On the Closing Date, the Notes will be guaranteed by each of the Guarantors. The foregoing is descriptive only and all related matters will be governed by the operative agreements and not the preceding paragraphs. The Company hereby confirms its agreements understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package (the first time when sales of the Securities are made is referred to as the “Time of Sale”). The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Underwriters Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (as follows:amended, the “Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have agreed that such Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Regulation S under the Securities Act (“Regulation S”)).

Introductory. OneMain LYB International Finance CorporationIII, an Indiana corporation LLC, a Delaware limited liability company (the “Issuer”) and wholly owned indirect subsidiary of LyondellBasell Industries N.V., a public company with limited liability (naamloze vennootschap) in the country of The Netherlands (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A hereto (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 500,000,000 aggregate principal amount of the CompanyIssuer’s 6.7505.625% Senior Guaranteed Notes due 2032 2033 (the “Notes”), to be fully and unconditionally guaranteed on a senior unsecured basis by the Company (the “Guarantees” and, together with the Notes, the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and ING Financial Markets LLC have agreed to act as the representative representatives of the several Underwriters (the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to an indenture, the base indenture dated as of December 3October 19, 2014 2019, as supplemented through the Closing Date (as defined below) (the “Base Indenture”),” and as supplemented by (i) the supplemental indenture dated May 17, 2023, among the Issuer, the Company, the Guarantor and Wilmington TrustComputershare Trust Company, N.A., as trustee. Certain terms base trustee (as successor to W▇▇▇▇ Fargo Bank, National Association) and The Bank of the Securities will be established pursuant to a supplemental indenture among the New York Mellon Trust Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”), to be dated as of March 13, 2025 ) (the “Supplemental Indenture”), ) and (ii) the Officer’s Certificate (the “Officer’s Certificate”) to be dated as of the Base Indenture Closing Date (together with as defined below) establishing the Base Indentureterms of the Securities, the “Indenture”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”). This agreement (the “Agreement”), the Securities Indenture and the Indenture Notes are hereinafter referred to herein as the “Transaction Documents.” The Company hereby confirms its agreements with the Underwriters as follows:”

Introductory. OneMain Finance PPL Electric Utilities Corporation, an Indiana a Pennsylvania corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) sell, and the other several Underwriters named in Schedule A Section 3 hereof (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the respective amounts terms and conditions set forth in Schedule A of herein, $600,000,000 250,000,000 aggregate principal amount of the Company’s 6.750Senior Secured Bonds, 6.45% Senior Notes Series due 2032 2037 (the “Securities”). The Securities will be guaranteed (the “GuaranteeBonds”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has agreed to act as the representative of the several Underwriters (the “Representative”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant to under an indentureIndenture, dated as of December 3August 1, 2014 (2001, between the “Base Indenture”), among the Company, the Guarantor Company and Wilmington Trust, N.A.The Bank of New York, as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee thereunder (the “Trustee”), as supplemented by Supplemental Indenture No. 7 (“Supplemental Indenture No. 7”), to be dated as of March 13August 1, 2025 2007 (the “Supplemental Indenture”), to the Base Indenture (together with the Base Indentureas so supplemented, the “Indenture”). This AgreementThe Bonds will be initially secured by mortgage bonds (“Mortgage Bonds”) to be issued by the Company in a like aggregate principal amount as the Bonds pursuant to the Company’s Mortgage and Deed of Trust, dated as of October 1, 1945, to Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, successor to M▇▇▇▇▇ Guaranty Trust Company of New York, formerly Guaranty Trust Company of New York), as trustee thereunder (the Securities “Mortgage Trustee”), as amended and supplemented by seventy indentures supplemental thereto (the “Mortgage and Deed of Trust”), and as to be amended and supplemented by a Seventy-Sixth Supplemental Indenture to be dated as of August 1, 2007 (the “Seventy-Sixth Supplemental Indenture ”) (such Mortgage and Deed of Trust and the Seventy-Sixth Supplemental Indenture are being hereinafter collectively referred to herein as the “Transaction DocumentsMortgage”). The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-132574-03) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Company hereby confirms its agreements Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the Underwriters offering of the Bonds, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as follows:of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“E▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Introductory. OneMain Finance Westlake Chemical Corporation, an Indiana a Delaware corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 250,000,000 aggregate principal amount of the Company’s 6.7503.600% Senior Notes due 2032 2022 (the “SecuritiesNotes”). The ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Deutsche Bank Securities will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc., a Delaware corporation (the “Guarantor” or “Parent”), the direct parent company of the Company. Citigroup has Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC have agreed to act as the representative representatives of the several Underwriters (in such capacity, collectively, the “RepresentativeRepresentatives”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwiseNotes. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities Notes will be issued pursuant to an indenture, dated as of December 3January 1, 2014 2006 (the “Base Indenture”), among the Company, the Guarantor subsidiary guarantors party thereto and Wilmington TrustJPMorgan Chase Bank, N.A.National Association, as trustee. Certain terms , as amended and supplemented by that certain Sixth Supplemental Indenture, dated as of the Securities will be established pursuant to a supplemental indenture July 17, 2012, among the Company, the Guarantor subsidiary guarantors party thereto (each a “Subsidiary Guarantor” and HSBC collectively, the “Subsidiary Guarantors”) and The Bank USAof New York Mellon Trust Company, N.A., as series successor in interest to JPMorgan Chase Bank, National Association, as trustee (the “Trustee”), to be dated as of March 13, 2025 (the “Supplemental Indenture”), to the . The Base Indenture (together with as amended and supplemented by the Base Indenture, Supplemental Indenture is referred to herein as the “Indenture”). This AgreementThe Notes will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors pursuant to their guarantee set forth in the Indenture (each a “Guarantee” and collectively, the Securities “Guarantees”). The Notes and the Indenture Guarantees are referred to herein collectively as the “Transaction DocumentsSecurities.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company hereby confirms its agreements with (the Underwriters “Depositary”), pursuant to a Letter of Representations, dated January 5, 2006 (the “DTC Agreement”), among the Company and the Depositary. The Notes, the Guarantees, the Indenture, the DTC Agreement and this Agreement are referred to herein collectively as follows:the “Operative Documents.”

Introductory. OneMain Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. (“Citigroup”) and the other several Underwriters named in Schedule A (collectively, the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $600,000,000 aggregate principal amount of the Company’s 6.750% Senior Notes due 2032 (the “Securities”). The Securities will be guaranteed (the “Guarantee”) by OneMain HoldingsDiamondback Energy, Inc., a Delaware corporation (the “Guarantor” or “ParentCompany”), the direct parent company of the Companyagrees with ▇.▇. Citigroup has agreed to act as the representative of the several Underwriters ▇▇▇▇▇▇ (the “RepresentativePurchaser”), subject to the terms and conditions stated herein, to issue and sell to the Purchaser U.S.$500,000,000 aggregate principal amount of its 4.750% Senior Notes due 2024 (the “Notes”) in connection with the offering and sale of the Securities. As used herein, the term “Securities” shall include the Guarantee unless the context requires otherwise. The Company intends to use all of the net proceeds from the offering for general corporate purposes, which may include debt repurchases or repayments. The Securities will be issued pursuant under an indenture to an indenture, be dated as of December 3October 28, 2014 2016 (the “Base Indenture”), among the Company, the Guarantor Guarantors (as defined below) and Wilmington Trust▇▇▇▇▇ Fargo, N.A., as trustee. Certain terms of the Securities will be established pursuant to a supplemental indenture among the Company, the Guarantor and HSBC Bank USA, N.A., as series trustee (the “Trustee”). The Notes will be unconditionally guaranteed (the “Guarantee” and, together with the Notes, the “Offered Securities”) as to the payment of principal and interest by each subsidiary listed on Schedule B attached hereto (the “Guarantors”). The holders of the Offered Securities will be entitled to the benefits of a registration rights agreement to be dated as of March 13the Closing Date among the Company, 2025 the Guarantors and the Purchaser (the “Supplemental IndentureRegistration Rights Agreement”), pursuant to which the Company and the Guarantors will agree to file with the United States Securities and Exchange Commission (the “Commission”) (i) a registration statement (the “Exchange Offer Registration Statement”) under the Securities Act relating to another series of debt securities of the Company and the guarantee of the Guarantors under the Indenture, each respectively with terms substantially identical to the Base Indenture Notes (together with the Base Indenture, the “IndentureExchange Notes”) and the Guarantee (the “Exchange Guarantee”) to be offered in exchange for the Offered Securities (the “Exchange Offer”). This , and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement (the “Shelf Registration Statement”) pursuant to Rule 415 of the Securities Act relating to the resale of the Offered Securities. The Exchange Notes and the Indenture Exchange Guarantee are herein collectively referred to herein as the “Transaction DocumentsExchange Securities.” The Each of the Company and the Guarantors hereby confirms its agreements jointly and severally agrees with the Underwriters Purchaser as follows: