Exhibit




Exhibit 10.19    


AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT


This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”), dated as of October 12, 2015, amends that certain Second Amended and Restated Limited Liability Company Agreement of Springleaf Financial Holdings, LLC, a Delaware limited liability company (the “Company”), dated as of June 6, 2013, by and among the Company and the Members (the “Agreement”).
W I T N E S S E T H
WHEREAS, in connection with the employment of Scott T. Parker (the “Executive”) by Springleaf Holdings, Inc., it has been proposed that, among other things, (i) Jay Levine and John Anderson each surrender to the Company for cancellation a portion of their outstanding Series B Incentive Units (the “Surrender”), (ii) each outstanding Series B Incentive Unit be reclassified as a “Series B-1 Incentive Unit” (the “Reclassification”), (iii) the Executive be awarded newly-issued Series B-2 Incentive Units (as defined in the Amendment) (the “Issuance”) and (iv) Messrs. Levine and Anderson sell to the Executive a portion of their outstanding Series B Common Units.
WHEREAS, in connection with the foregoing, (i) the Board has approved each of the Surrender, the Reclassification and the Issuance and (ii) the Board and the Members holding a Majority Interest have determined to amend the Agreement in accordance with Section 14.1 of the Agreement as set forth herein and have adopted and approved the Amendment; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.The definition of “Series B Incentive Unit” is hereby amended and restated in its entirety to read as follows:
““Series B Incentive Units” shall mean the Series B-1 Incentive Units and the Series B-2 Incentive Units.”
2.The definition of “Aggregate Series B Incentive Unit Percentage” is hereby amended and restated in its entirety to read as follows:
““Aggregate Series B Incentive Unit Percentage” shall mean a Member’s Aggregate Series B-1 Incentive Unit Percentage or Series B-2 Incentive Unit Percentage, as applicable.”
3.The following definitions are hereby added to Article I:
““Aggregate Series B-1 Incentive Unit Percentage” of a Member as of a specified date shall mean the percentage determined by dividing (A) the aggregate number of Series B-1 Incentive Units held by such Member as of such date by (B) 11,316.







“Aggregate Series B-2 Incentive Unit Percentage” of a Member as of a specified date shall mean the percentage determined by dividing (A) the aggregate number of Series B-2 Incentive Units held by such Member as of such date by (B) 684.”
“Series B Second Priority Distributions” shall have the meaning set forth in Section 6.5(b).
4.Clause (v) of Section 5.1(f) is hereby amended and restated in its entirety to read as follows:
“(v) Each “Series B-1 Incentive Unit” shall represent a Series Interest in Series B, shall be designated as a Series B-1 Incentive Unit of the Company, and shall be entitled to the Distributions provided for in Sections 6.5(b) and 6.5(c). On or about the date hereof, the Series B-1 Incentive Units listed on Schedule A, as may be updated from time to time to reflect the issuance of additional Units or the Transfer, forfeiture or repurchase of Units, as provided for in this Agreement, have been (or promptly will be) issued to the applicable Management Member.
(vi) Each “Series B-2 Incentive Unit” shall represent a Series Interest in Series B, shall be designated as a Series B-2 Incentive Unit of the Company, and shall be entitled to the Distributions provided for in Section 6.5(c). On or about the date hereof, the Series B-2 Incentive Units listed on Schedule A, as may be updated from time to time to reflect the issuance of additional Units or the Transfer, forfeiture or repurchase of Units, as provided for in this Agreement, have been (or promptly will be) issued to the applicable Management Member.”
5.Clause (iv) of Section 5.1(i) is hereby amended to add the following language after the words “provided that”:
“(i) a Management Member’s right to receive Distributions with respect to the Management Member’s Series B-2 Incentive Units shall immediately cease as of the earliest of (A) the termination of the Management Member’s employment with SHI and its Affiliates for any reason other than death, (B) the date the Management Member gives or receives a notice of termination of such employment and (C) the termination (or receipt of notice thereof) of the employment with SHI and its Affiliates of each of the Messrs. Levine and Anderson for any reason other than death, and (ii) the Series B-2 Incentive Units held by Scott T. Parker shall be forfeited in the event that his employment agreement with SHI is terminated on or prior to November 15, 2015; provided further that”
6.Section 6.5(b) is hereby amended to (i) replace each reference therein to “Series B Incentive Units” with “Series B-1 Incentive Units,” (ii) replace each reference therein to “Aggregate Series B Incentive Unit Percentages” with “Aggregate Series B-1 Incentive Unit Percentages,” (iii) replace the reference to “Series A Incentive Units” with “Series B-1 Incentive Units,” (iv) replace the period at the end of the Section with “; and” and (v) add the following language immediately prior to the proviso:
“until the aggregate amount distributed to holders of the Series B Common Units and Series B-1 Incentive Units pursuant to Section 6.5(a) and this Section 6.5(b) equals $3,404,562,500 (the Distributions made pursuant to this Section 6.5(b) being referred to herein as “Series B Second Priority Distributions”)”
7.The following provision is hereby added as a new Section 6.5(c):
“Third, after Series B Second Priority Distributions shall have been made, (x) 82.5% of any subsequent Distributions shall be made to the holders of Series B Common Units in accordance with their respective Aggregate Series B Common Unit Percentages, (y) 16.5% of any such 

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Distributions shall be made to the holders of Series B-1 Incentive Units in accordance with their respective Aggregate Series B-1 Incentive Unit Percentages; provided that to the extent the full 16.5% (or any amount of distributions reallocated to the Series B-1 Incentive Units pursuant to the proviso in clause (z) of this Section 6.5(c)) is not distributable hereunder due to the outstanding Series B-1 Incentive Units representing less than 100% of the total number of Series B-1 Incentive Units authorized, any remaining amounts shall be distributed to the holders of the Series B Common Units in accordance with their respective Aggregate Series B Common Unit Percentages, and (z) 1.0% of any such Distributions shall be made to holders of Series B-2 Incentive Units in accordance with their respective Aggregate Series B-2 Incentive Unit Percentages; provided that to the extent the full 1.0% is not distributable hereunder due to the outstanding Series B-2 Incentive Units representing less than 100% of the total number of Series B-2 Incentive Units authorized, any remaining amounts shall be distributed to the holders of the Series B-1 Incentive Units in accordance with their respective Aggregate Series B-1 Incentive Unit Percentages.”
8.The Membership Table included as Schedule A to the Agreement is hereby replaced with the Membership Table attached hereto as Exhibit A.


9.The provisions (or portions thereof) of the Agreement which have not been modified or amended by this Amendment shall remain in full force and effect.


10.This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of laws thereof.


11.In accordance with Section 14.1(d), this Amendment shall be binding on all Members and Assignees, whether or not such Member or Assignee has executed the Agreement or this Amendment.


12.This Amendment may be executed in two or more counterparts by the parties hereto, each of which when so executed will be an original, but all of which together will constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered by their respective officers thereunto duly as of the date first above written.
COMPANY:


SPRINGLEAF FINANCIAL HOLDINGS, LLC




By:      /s/ Randal A. Nardone     
Name: Randal A. Nardone
Title:    President




MEMBER OF THE COMPANY
HOLDING A MAJORITY INTEREST:


FCFI ACQUISITION LLC




By:     /s/ Randal A. Nardone     
Name: Randal A. Nardone
Title:    President




MANAGEMENT MEMBERS


JAY LEVINE


    /s/ Jay Levine                                       




JOHN ANDERSON


              John Anderson                          
    /s/ Jack Erkilla, attorney in fact

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MEMBERSHIP  TABLE                    EXHIBIT  A        


	
										
	Name & Address
(including fax number) of Member
	Initial Capital Contribution to Series A
	Initial Capital Contribution to Series B
	Additional Capital Contributions to Series A
	Additional Capital Contributions to Series B
	Number of Series A Common Units and
Aggregate Series A Common Unit Percentage
	Number of Series B Common Units and
Aggregate Series B Common Unit Percentage
	Number of Series A Incentive Units and
Aggregate Series A Incentive Unit Percentage
	Number of Series B-1 Incentive Units and Aggregate Series B-1 Incentive Unit Percentage
	Number of Series B-2 Incentive Units and Aggregate Series B-2 Incentive Unit Percentage

	FCFI Acquisition LLC
c/o Fortress Investment Group LLC
1345 Avenue of the Americas,
46th Floor
New York,  NY  10019
(F) (212) 798-6120
Attn: Mr. Randal A. Nardone
E-mail: rnardone@fortress.com


with a copy (which shall not constitute notice) to: 


Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
(F)  (212) 735-2000
Attention:Gregory A. Fernicola
Joseph A. Coco
	 
	$1,280,000,000
	 
	 
	 
	1,280,000 Units;
99.9955%
	 
	 
	 

	AIG Capital Corporation
c/o American International Group, Inc.
80 Pine Street
New York, NY 10005
(F) (212) 425-2175
Attn: General Counsel 


and the Observer, as from time to time appointed by AIG Capital
E-mail: Jeff.Swiatek@aig.com


with a copy (which shall not constitute notice) to: 


Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY  10153
(F)  (212) 310-8007
Attention:Michael J. Aiello
Joseph T. Verdesca
	$240,000,000
(Series A-1);
$80,000,000
(Series A-2)
	 
	 
	 
	240,000
(Series A-1);
80,000
(Series A-2);
99.994%
	 
	 
	 
	 

	Jay Levine
Address, e-mail and fax number as shown in the Company’s personnel records
	 
	 
	$13.333.33
(Series A-1)
	$48,226.983
	13.422
(Series A-1)
0.004%
	35.561
0.0028%
	2,000 Units;
66.66%
	7,544 Units;
66.66%
	 

	John Anderson
Address, e-mail and fax number as shown in the Company’s personnel records
	 
	 
	$6,666.76
(Series A-1)
	$24,113.560
	6.711
(Series A-1)
0.002%
	17.781
0.0014%
	1,000 Units;
33.33%
	3,772 Units;
33.33%
	 

	Scott T. Parker
Address, e-mail and fax number as shown in the Company’s personnel records
	 
	 
	 
	$7,659.457
(deemed contribution attributable to purchased Units)
	 
	3.233
0.0003%
	 
	 
	684 Units
100%