No notes may be redeemed if the principal amount of the notes has been accelerated, and such
acceleration has not been rescinded, on or prior to the tax redemption date (except in the case of an acceleration resulting from a default by us in the payment of the redemption price).
Restrictive Covenants
Limitation on
Liens. So long as any notes are outstanding, neither Athene Holding Ltd. nor any of its subsidiaries will create, assume, incur or guarantee any indebtedness for borrowed money which is secured by a mortgage, pledge, lien, security interest or
other encumbrance on any capital stock of:
1. any subsidiary that, as of the end of Athene Holding Ltd.s most
recently completed fiscal year, was a Significant Subsidiary as such term is defined in Rule 1-02(w) of Regulation S-X promulgated by the SEC; and
2. any successor to substantially all of the business of any subsidiary in clause 1 of this paragraph which is also a
subsidiary of Athene Holding Ltd. (each person or successor referred to in clauses 1 and 2 of this paragraph, a restricted subsidiary).
However, this restriction will not apply if the notes then outstanding are secured at least equally and ratably with the otherwise prohibited
secured indebtedness so long as it is outstanding.
Limitations on Dispositions of Stock of Certain Subsidiaries. So long as any
notes are outstanding and subject to the provisions of the Indenture regarding mergers, consolidations and sales of assets, neither Athene Holding Ltd. nor any of its subsidiaries will sell or otherwise dispose of any shares of capital stock (other
than preferred stock having no voting rights of any kind) of any restricted subsidiary except for:
1. a sale or other
disposition of any of such stock to a wholly owned subsidiary of Athene Holding Ltd.;
2. a sale or other disposition of
all of a subsidiarys stock for at least fair value (as determined by Athene Holding Ltd.s board of directors acting in good faith); or
3. a sale or other disposition required to comply with an order of a court or regulatory authority of competent jurisdiction,
other than an order issued at the request of Athene Holding Ltd. or the request of any of Athene Holding Ltd.s subsidiaries.
Consolidation, Merger, Sale of Assets and Other Transactions. So long as any notes are outstanding, Athene Holding Ltd. may not merge
with or into or consolidate with another person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to, any other person other than a direct or indirect wholly owned subsidiary of Athene Holding Ltd., and
no person may merge with or into or consolidate with Athene Holding Ltd. or, except for any direct or indirect wholly owned subsidiary of Athene Holding Ltd., sell, assign, transfer, lease or convey all or substantially all of its properties and
assets to Athene Holding Ltd., unless:
1. Athene Holding Ltd. is the surviving corporation or the person formed by or
surviving such merger or consolidation or to which such sale, assignment, transfer, lease or conveyance has been made, if other than Athene Holding Ltd., is a corporation organized and validly existing under the laws of Bermuda, the United States,
any State thereof or the District of Columbia, and has expressly assumed by supplemental indenture all the obligations of Athene Holding Ltd. under the notes and the Indenture;
2. immediately after giving effect to such transaction, no event of default or event that, after notice or lapse of time or
both would become an event of default under the Indenture, has occurred and is continuing; and
3. Athene Holding Ltd.
delivers to the Trustee an officers certificate and an opinion of counsel, each stating that the supplemental indenture required in connection with the transaction complies with the Indenture.
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