First Amendment to Credit Agreement, dated as of June 29, 2016, among Athene Holding Ltd., Athene Life Re Ltd. and Athene USA Corporation, as Borrowers, the lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent

This First Amendment to Credit Agreement, dated as of June 29, 2016 (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 “Borrowers” and individually, each a “Borrower”), the Lenders party hereto, and CITIBANK, N.A., as administrative agent for the Lenders under the Credit Agreement defined below (in such capacity, the “Administrative Agent”).

WHEREAS, reference is made to that certain Credit Agreement, dated as of January 22, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), by and among the Borrowers, the Lenders from time to time party thereto and the Administrative Agent; and

WHEREAS, the Borrowers have requested that the Lenders amend certain Provisions of the Credit Agreement, and the Lenders have agreed to make such amendments, in each case, upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

Section 1.    Amendments.

(a)    Schedule 5.09 of the Credit Agreement is hereby replaced with Schedule 5.09 attached hereto;

(b)    Section 6.01(ii) of the Credit Agreement is hereby amended to insert the following proviso immediately before the semicolon at the end thereof: “; provided, that such financial statements for the fiscal quarter ended March 31, 2016 may be delivered by the Borrowers to the Administrative Agent and each Lender no later than June 30, 2016”;

(c)    Section 6.01(iii) of the Credit Agreement is hereby amended to insert the following proviso immediately before the semicolon at the end thereof: “; provided that the annual Statutory Statement of Athene Life Re for the fiscal year ended December 31, 2015 may be delivered by the Borrowers to the Administrative Agent no later than June 30, 2016”;

(d)    Section 6.01(iv) of the Credit Agreement is hereby amended by replacing the phrase “five days” with “five Business Days” in the first line thereof;

(e)    Section 6.01(iv) of the Credit Agreement is hereby amended to insert the following proviso immediately before the semicolon at the end thereof: “; provided that the quarterly Statutory Statement of each Material Insurance Subsidiary for the fiscal quarter ended March 31, 2016 may be delivered by the Borrowers to the Administrative Agent no later than June 30, 2016”; and

(f)    Section 6.02(i)(C) of the Credit Agreement is hereby amended and restated to read as follows:

(C) if the aggregate total assets of the Borrowers and the Material Subsidiaries represent less than 75% of the Consolidated Total Assets of AHL and its Subsidiaries (based upon and as of the date of delivery of the most recent consolidated financial statements of AHL furnished pursuant to Section 4.01(a)(viii), Section 6.01(i) or 6.01(ii), as applicable), identifying one or more Subsidiaries that shall thereafter be designated (and the Borrowers shall thereupon so designate such Subsidiaries as) Material Subsidiaries hereunder so that the total assets of all of the Subsidiaries that are not Material Subsidiaries shall not exceed 25% of the Consolidated Total Assets of AHL and its Subsidiaries (based upon and as of the date of delivery of the most recent consolidated financial statements of AHL furnished pursuant to Section 4.01(a)(viii), Section 6.01(i) or 6.01(ii), as applicable) as of the last day of the period for which such financial statements are delivered.

Section 2.    Conditions to Effectiveness. This Amendment shall become effective as of the date first set forth above, subject to satisfaction of the following conditions precedent: (i) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrowers and the Required Lenders; (ii) except to the extent waived hereby, the representations and warranties of the Borrowers contained in the Credit Agreement and each other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date first set forth above with the same effect as if such representations and warranties had been made on and as of such date, except that any such representation or warranty which is expressly made only as of a specified date need only be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such date; and (iii) after giving effect to this Amendment, no Default or Event of Default shall have occurred or be continuing.

Section 3.    Waiver. The Administrative Agent and the Required Lenders hereby waive any Default or Event of Default related to the extensions of time and amendments set forth in Section 1 above.

Section 4.    Force and Effect. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective (i) only with respect to the provisions of the Credit Agreement specifically referred to herein and (ii) only for this single instance and is not intended to waive compliance with any provision of the Credit Agreement or any other Loan Document for future periods. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

Section 5.    Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in separate counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 6.    Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7.    Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York.

Section 8.    Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.

By: /s/ Zachary Jones    

Name: Zachary E. Jones    

Title: Senior Vice President, Chief Financial Officer, International    

By: /s/ Frank L. Gillis    

Name: Frank L. Gillis    

Title: Chief Executive Officer    

By: /s/ Guy H. Smith, III    

Name: Guy Hudson Smith, III    

Title: President    

CITIBANK, N.A., as Administrative Agent and a Lender

By: /s/ Peter C. Bickford    

Name: Peter C. Bickford    

Title: Vice President and Managing Director    

ROYAL BANK OF CANADA, as a Syndication Agent and a Lender

By: /s/ Brij Grewal    

Name: Brij Grewal    

Title: Authorized Signatory    

BARCLAYS BANK PLC, as a Syndication Agent and a Lender

By: /s/ Mathew Cybul    

Name: Mathew Cybul

Title: Assistant Vice President    

DEUTSCHE BANK SECURITIES INC., as a Documentation Agent

By: /s/ John S. McGill    

Name: John S. McGill

Title: Director

By: /s/ Scott Flieger    

Name: Scott Flieger

Title: Managing Director

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By: /s/ Virginia Cosenza    

Name: Virginia Cosenza

Title: Vice President

By: /s/ Ming K. Chu    

Name: Ming K. Chu

Title: Director

BMO HARRIS BANK, N.A., as a Documentation Agent and a Lender

By: /s/ Debra Basler    

Name: Debra Basler

Title: Managing Director

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Documentation Agent and a Lender

By: /s/ Kimberly Shaffer    

Name: Kimberly Shaffer

Title: Managing Director

BNP PARIBAS, as a Lender

By: /s/ Marguerite L. Lebon    

Name: Marguerite L. Lebon

Title: Vice President

By: /s/ Michael Albenese    

Name: Michael Albenese

Title: Managing Director

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By: /s/ Bonnie S. Wiskowski    

Name: Bonnie S. Wiskowski    

Title: Vice President

JPMORGAN CHASE BANK, N.A., as a Lender

By: /s/ Kristen M. Murphy    

Name: Kristen M. Murphy

Title: Vice President

BANK OF AMERICA, N.A., as a Lender

By: /s/ Derek Miller    

Name: Derek Miller

Title: Vice President

GOLDMAN SACHS BANK USA, as a Lender

By: /s/ Jerry Li    

Name: Jerry Li

Title: Authorized Signatory

MORGAN STANLEY BANK, N.A., as a Lender

By: /s/ Harry Comninellis    

Name: Harry Comninellis

Title: Authorized Signatory

CREDIT SUISSE AG, Cayman Islands Branch, as a Lender

By: /s/ Doreen Barr    

Name: Doreen Barr

Title: Authorized Signatory

By: /s/ Nicholas Goss    

Name: Nicholas Goss

Title: Authorized Signatory

THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By: /s/ Joseph A. Conte    

Name: Joseph A. Conte, CFA

Title: Vice President

SUNTRUST BANK, as a Lender

By: /s/ Paula Mueller    

Name: Paula Mueller

Title: Director

SOCIETE GENERALE, as a Lender

By: /s/ Shelley Yu    

Name: Shelley Yu

Title: Director