Exhibit 10.1
EXECUTION VERSION
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 14, 2018 (this
"Amendment"), is made by and among ATHENE HOLDING LTD., an exempted company
incorporated under the laws of Bermuda ("AHL"), ATHENE LIFE RE LTD., an exempted
company incorporated under the laws of Bermuda ("Athene Life Re"), ATHENE USA
CORPORATION, an Iowa corporation ("AUSA", together with AHL and Athene Life Re,
collectively, the "Initial Borrowers"), ATHENE ANNUITY RE LTD., an exempted
company incorporated under the laws of Bermuda ("Athene Annuity Re" and,
together with the Initial Borrowers, the "Borrowers" and individually, each a
"Borrower"), the Lenders party hereto, and CITIBANK, N.A., as administrative
agent for the Lenders under the Amended Credit Agreement defined below (in such
capacity, the "Administrative Agent").
RECITALS
WHEREAS, reference is made to (a) that certain Credit Agreement, dated as of
January 22, 2016 (as amended by the First Amendment to Credit Agreement dated as
of June 29, 2016 and as further amended, restated, amended and restated,
supplemented or otherwise modified from time to time prior to the Second
Amendment Effective Date (as defined below), the "2016 Credit Agreement" and, as
amended and supplemented hereby, the "Amended Credit Agreement"; capitalized
terms used herein but not otherwise defined shall have the meanings assigned to
such terms in the Amended Credit Agreement), by and among the Initial Borrowers,
the Lenders from time to time party thereto and the Administrative Agent and (b)
that certain Guaranty, dated as of January 22, 2016 by and among the Initial
Borrowers and the Administrative Agent (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the "Guaranty");
WHEREAS, the Initial Borrowers have created Athene Annuity Re, a newly organized
reinsurance company under the laws of Bermuda;
WHEREAS, the Initial Borrowers have requested, pursuant to Section 10.01 of the
2016 Credit Agreement, that (i) the 2016 Credit Agreement be amended to join
Athene Annuity Re as a borrower thereunder and to make certain other updates
thereto and (ii) the Guaranty be amended to join Athene Annuity Re as a
guarantor thereunder;
WHEREAS, Athene Annuity Re desires to become a "Borrower" under the Credit
Agreement and a "Guarantor" under the Guaranty; and
WHEREAS, upon the terms and subject to the conditions set forth herein, the
Required Lenders have agreed to (i) amend the 2016 Credit Agreement to join
Athene Annuity Re as a borrower thereunder and to make certain other updates
thereto and (ii) amend the Guaranty to join Athene Annuity Re as a guarantor
thereunder;
Exhibit 10.1
NOW THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto hereby agree as follows:
Section 1.Amendment. The Borrowers, the Administrative Agent and the Required
Lenders agree that the 2016 Credit Agreement is, effective as of the Second
Amendment Effective Date, hereby amended pursuant to Section 10.01 of the 2016
Credit Agreement, to delete the stricken text (indicated textually in the same
manner as the following example: