UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2019 • Springleaf Finance Corp • Personal credit institutions • New York
Introductory. Springleaf Finance Corporation, an Indiana corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. LLC (“Morgan Stanley”), RBC Capital Markets, LLC (“RBCCM”) and the other several Underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in Schedule A of $800,000,000 aggregate principal amount of the Company’s 6.625% Senior Notes due 2028 (the “Securities”). The Notes will be guaranteed (the “Guarantee”) by OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (the “Guarantor” or “Parent”), the indirect parent company of the Company. Morgan Stanley and RBCCM have agreed to act as the representatives of the several Underwriters (the “Representatives”) in connection with the offering and sale of the Securities.
SPRINGLEAF FINANCE CORPORATION,Eighth Supplemental Indenture • May 9th, 2019 • Springleaf Finance Corp • Personal credit institutions • New York
EIGHTH SUPPLEMENTAL INDENTURE, dated as of May 9, 2019 (this “Supplemental Indenture”), among Springleaf Finance Corporation, an Indiana corporation (the “Company”), OneMain Holdings, Inc. (formerly Springleaf Holdings, Inc.), a Delaware corporation (“OMH”), as a Guarantor, and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), under the base Indenture, dated as of December 3, 2014, among the Company, the Guarantor and the Trustee (as amended, supplemented or otherwise modified from time to time, the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”).
