On June 30, 2023, Athene Holding Ltd, Athene Life Re Ltd., Athene USA Corporation and Athene Annuity Re Ltd. (Citi Facility Borrowers), entered into a credit agreement with a syndicate of banks, including Citibank, N.A., as administrative agent (“Citi Administrative Agent”), and the other lenders named therein (the “Citi Credit Facility”). The Citi Credit Facility allows for borrowings of up to $1.25 billion, subject to an increase of up to $1.75 billion on the terms described in the Citi Credit Facility, on a revolving basis. The Citi Credit Facility is unsecured and has a commitment termination date of June 30, 2028, subject to up to two 1-year extensions in accordance with the terms of the Citi Credit Facility.

In connection with the Citi Credit Facility, the Citi Facility Borrowers entered into a Guaranty, dated as of June 30, 2023 (the “Citi Guaranty”), with the Citi Administrative Agent, pursuant to which (i) the Company and AUSA each, on a joint and several basis, guaranteed all of the obligations of the other Citi Facility Borrowers under and in respect of the Citi Credit Facility and the other loan documents related thereto and (ii) ALRe and AARe guaranteed certain of the obligations of the other Citi Facility Borrowers under and in respect of the Citi Credit Facility and the other loan documents related thereto. Interest accrues on outstanding borrowings under the Citi Credit Facility at a rate per annum equal to either: (i) Adjusted Term SOFR (as defined in the Citi Credit Facility) plus a margin determined on a sliding scale from 0.875% to 1.500% based on the Debt Rating (as defined in the Citi Credit Facility) of the Company (currently 1.125%) or (ii) the Base Rate (as defined in the Citi Credit Facility) plus a margin determined on a sliding scale from 0.000% to 0.500% based on the Debt Rating of the Company (currently 0.100%). Under the Citi Credit Facility, the Borrowers pay a fee on undrawn commitments on a sliding scale from 0.070% to 0.175% based on the Debt Rating of the Company (currently 0.100%).

These fees adjust automatically in the event of a change in the Company’s Debt Rating. The Citi Credit Facility contains a number of customary representations and warranties and affirmative and negative covenants, including covenants restricting, subject to certain exceptions, the following: the ability to create liens on the Citi Facility Borrowers’ assets and on the equity interests of material subsidiaries; the ability of any Citi Facility Borrower or any material subsidiary to make fundamental changes; the ability of any Citi Facility Borrower or any subsidiary to engage in certain transactions with affiliates; and the ability to make changes in the nature of the Citi Facility Borrowers’ business. The Citi Credit Facility also includes financial covenants consisting of: (i) maintenance of a minimum Consolidated Net Worth (as defined in the Citi Credit Facility) equal to $14,793,891,000 and (ii) a Consolidated Debt to Capitalization Ratio (as defined in the Citi Credit Facility) not to exceed 35%.

Further, the Citi Credit Facility contains customary events of default, subject to certain materiality thresholds and grace periods for certain of those events of default. The events of default include payment defaults, covenant defaults, material inaccuracies in representations and warranties, certain cross-defaults, bankruptcy and liquidation proceedings and other customary defaults. Upon an event of default, the Citi Credit Facility provides that, among other things, the commitments may be terminated and the loans then outstanding may be declared due and payable.