FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1.2
FIRST AMENDMENT TO CREDIT AGREEMENT
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”).
RECITALS
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.
Exhibit 10.1.2
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.
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Exhibit 10.1.2
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as of the date set forth above.
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President, Chief Financial Officer, International
ATHENE LIFE RE LTD.
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
ATHENE USA CORPORATION
By: /s/ Xxx X. Xxxxx, III
Name: Xxx Xxxxxx Xxxxx, III
Title: President
Exhibit 10.1.2
CITIBANK, N.A., as Administrative Agent and a Lender
By: /s/ Xxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and Managing Director
ROYAL BANK OF CANADA, as a Syndication Agent and a Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Authorized Signatory
BARCLAYS BANK PLC, as a Syndication Agent and a Lender
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
DEUTSCHE BANK SECURITIES INC., as a Documentation Agent
By: /s/ Xxxx X. XxXxxx
Name: Xxxx X. XxXxxx
Title: Director
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director
Exhibit 10.1.2
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
By: /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Director
BMO XXXXXX BANK, N.A., as a Documentation Agent and a Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Documentation Agent and a Lender
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Managing Director
BNP PARIBAS, as a Lender
By: /s/ Xxxxxxxxxx X. Xxxxx
Name: Xxxxxxxxxx X. Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director
Exhibit 10.1.2
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
XXXXXXX XXXXX BANK USA, as a Lender
By: /s/ Xxxxx Xx
Name: Xxxxx Xx
Title: Authorized Signatory
XXXXXX XXXXXXX BANK, N.A., as a Lender
By: /s/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Authorized Signatory
Exhibit 10.1.2
CREDIT SUISSE AG, Cayman Islands Branch, as a Lender
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Authorized Signatory
By: /s/ Xxxxxxxx Xxxx
Name: Xxxxxxxx Xxxx
Title: Authorized Signatory
THE ROYAL BANK OF SCOTLAND PLC, as a Lender
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx, CFA
Title: Vice President
SUNTRUST BANK, as a Lender
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
SOCIETE GENERALE, as a Lender
By: /s/ Xxxxxxx Xx
Name: Xxxxxxx Xx
Title: Director
Exhibit 10.1.2
Schedule 5.09
Subsidiaries
Subsidiary | Jurisdiction of incorporation | Percentage of Equity Interests Owned |
Athene Life Re Ltd. | Bermuda | 100% of common stock owned by AHL |
Athene USA Corporation (“AUSA”) | Iowa | 100% of common stock owned by AHL |
AGER Bermuda Holding Ltd. (“AGER”) | Bermuda | 100% of common stock owned by AHL |
Athene Deutschland Verwaltungs GmbH (“ADV”) | Germany | 100% of common stock owned by XXXX |
Xxxxxx Deutschland Holding GmbH & Co. KG (“ADKG”) | Germany | 100% of the limited partner interests owned by AGER; 100% of general partner interests owned by ADV |
Athene Deutschland GmbH (“AD”) | Germany | 100% of the common stock owned by ADKG |
Athene Lebensversicherung AG | Germany | 100% of common stock is owned by AD |
Athene Pensionskasse AG | Germany | 100% of common stock owned by AD |
Athene Deutschland Anlagemanagement GmbH | Germany | 100% of common stock owned by AD |
Athene Real Estate Management Company S.a.r.l (“AREM”) | Luxembourg | 93.6% of membership interest owned by AD 0.8% of membership interest owned by ADKG |
Athene Employee Services, LLC | Iowa | AUSA is the sole member |
Athene London Assignment Corporation | Delaware | 100% of common stock owned by AUSA |
Athene Assignment Corporation | Delaware | 100% of common stock owned by AUSA |
Athene Annuity & Life Assurance Company (“AADE”) | Delaware | 100% of common stock owned by AUSA |
ACM Trademarks, L.L.C | Iowa | AUSA is the sole member |
ARPH (Headquarters Building), LLC | Iowa | AUSA is the sole member |
Athene Life Insurance Company | Delaware | 100% of common stock is owned by AADE |
Athene Annuity and Life Company (“AAIA”) | Iowa | 100% of common stock is owned by AADE |
P.L. Assigned Services, Inc. | 100% of common stock is owned by AADE | |
Athene Annuity & Life Assurance Company of New York (“AANY”) | 100% of common stock is owned by AAIA | |
Structured Annuity Reinsurance Company | Iowa | 100% of common stock is owned by AAIA |
Athene Securities, LLC | Indiana | AAIA is the sole member |
Centralife Annuities Service, Inc. | Arizona | 100% of common stock is owned by AAIA |
Athene Re USA IV, Inc. | Vermont | 100% of common stock is owned by AAIA |
AREI (Renaissance), LLC | Iowa | AAIA is the sole member |
AREI (Marketplace), LLC | Iowa | AAIA is the sole member |
AREI (Xxxxxxx), LLC | Iowa | AAIA is the sole member |
AREI (Cedar Valley), LLC | Iowa | AAIA is the sole member |
AREI (Xxxxxx), LLC | Iowa | AAIA is the sole member |
AREI (Brookfield) LLC | Iowa | AAIA is the sole member |
AREI (CPB) LLC | Iowa | AAIA is the sole member |
Athene Life Insurance Company of New York | 100% of common stock is owned by AANY | |
Elemantae S.A. | Luxembourg | 100% common stock owned by AREM |
