PAGE ARTICLE I DEFINITIONS SECTION 1.01 Definitions of Terms.................................................................1 "Affili ate"........................................................................... ...............1 "American Equity...American Equity Investment Life Holding Co • March 16th, 2004 • Life insurance • New York
ESCROW AGREEMENT ESCROW AGREEMENT, dated as of [-], between American Equity Investment Life Holding Company (the "Company"), First Union Trust Company, National Association, as trustee under the Indenture (as hereinafter defined) (the "Trustee") and...Escrow Agreement • November 7th, 2001 • American Equity Investment Life Holding Co • Life insurance • Iowa
WARRANTAmerican Equity Investment Life Holding Co • May 6th, 1999 • Delaware
Exhibit 4.2 STOCKHOLDERS' AGREEMENT THIS AGREEMENT dated as of April 30, 1997 (the "Agreement"), among AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, a Delaware corporation (the "Company"), DAVID J. NOBLE, a resident of the State of Iowa ("Noble"),...Stockholders' Agreement • May 6th, 1999 • American Equity Investment Life Holding Co
DATED: , 2004American Equity Investment Life Holding Co • March 16th, 2004 • Life insurance • New York
ARTICLE II DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES SECTION 2.01 Designation and Terms of Securities..................................................7 SECTION 2.02 Form of Securities and Trustee's...Indenture • April 22nd, 2004 • American Equity Investment Life Holding Co • Life insurance • New York
LOAN AGREEMENT 1. PARTIES. The parties to this Agreement are David J. Noble ("NOBLE") and American Equity Investment Life Holding Company (the "COMPANY"), an Iowa corporation, headquartered in West Des Moines, Iowa. 2. PURPOSE. The Company is an...Loan Agreement • August 14th, 2000 • American Equity Investment Life Holding Co • Life insurance
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, IssuerAmerican Equity Investment Life Holding Co • December 30th, 2004 • Life insurance • New York
EXHIBIT 1.1 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY 5.25% CONTINGENT CONVERTIBLE SENIOR NOTES DUE 2024 PURCHASE AGREEMENT ------------------Purchase Agreement • December 30th, 2004 • American Equity Investment Life Holding Co • Life insurance • New York
Exhibit 4.4American Equity Investment Life Holding Co • March 29th, 2000 • Life insurance • Delaware
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of September 22, 2010 3.50% Convertible Senior Notes due 2015Indenture • September 28th, 2010 • American Equity Investment Life Holding Co • Life insurance • New York
INDENTURE dated as of September 22, 2010 between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
AMENDED AND RESTATED INDENTURE Dated as of April 22, 2004Indenture • April 22nd, 2004 • American Equity Investment Life Holding Co • Life insurance • New York
EXHIBIT 1.1 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (an Iowa corporation) Senior Notes due 2012 PURCHASE AGREEMENT Dated: o, 2002 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (an Iowa corporation) Senior Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • July 11th, 2002 • American Equity Investment Life Holding Co • Life insurance • New York
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, AS ISSUER AND FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE INDENTURE DATED AS OF [-], 2001 [-]% JUNIOR SUBORDINATED DEBENTURES DUE [-] TABLE OF CONTENTSAmerican Equity Investment Life Holding Co • November 7th, 2001 • Life insurance • Iowa
FORM OF PREFERRED SECURITIES GUARANTEE AGREEMENT AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANYPreferred Securities Guarantee Agreement • March 16th, 2004 • American Equity Investment Life Holding Co • Life insurance • New York
EXHIBIT 4.4 REGISTRATION RIGHTS AGREEMENT Dated as of December 30, 2004Registration Rights Agreement • December 30th, 2004 • American Equity Investment Life Holding Co • Life insurance • New York
EXHIBIT 4.2 AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY,American Equity Investment Life Holding Co • March 16th, 2004 • Life insurance • New York
Exhibit 10.1 RESTATED AND AMENDED GENERAL AGENCY COMMISSION AND SERVICING AGREEMENT dated as of June 30, 1997American Equity Investment Life Holding Co • May 6th, 1999 • Iowa
AMENDED AND RESTATED GUARANTEE AGREEMENT AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY Dated as of July 7, 2006Guarantee Agreement • November 3rd, 2006 • American Equity Investment Life Holding Co • Life insurance • New York
This AMENDED AND RESTATED GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 7, 2006, is executed and delivered by American Equity Investment Life Holding Company, an Iowa corporation (the “Guarantor”), and Wells Fargo Delaware Trust Company, a Delaware limited purpose trust company with its principal place of business in the State of Delaware, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of American Equity Capital Trust XII, a Delaware statutory trust (the “Issuer”).
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY 12,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B Underwriting AgreementUnderwriting Agreement • June 12th, 2020 • American Equity Investment Life Holding Co • Life insurance • New York
American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 12,000,000 depositary shares (the “Securities”), each representing a 1/1,000th interest in a share of 6.625% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, par value $1 per share (the “Preferred Shares”) The Preferred Shares will, when issued, be deposited by the Company against the delivery of depositary receipts evidencing the Securities (the “Depositary Receipts”) to be issued by Computershare Inc. and its wholly-owned subsidiary, Computershare Trust Company, N.A. (together, the “Depositary”), pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of June 17, 2020 among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. The rights, powers, preferences
DECLARATION OF TRUST This Declaration of Trust, dated as of November 6, 2001, by and among American Equity Investment Life Holding Company, an Iowa corporation, as "Sponsor," Debra J. Richardson, Wendy L. Carlson, and First Union Trust Company,...Declaration of Trust • November 7th, 2001 • American Equity Investment Life Holding Co • Life insurance
GUARANTEE AGREEMENT between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, as Guarantor, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Guarantee Trustee Dated as of December 15, 2005 AMERICAN EQUITY CAPITAL TRUST XIGuarantee Agreement • March 14th, 2006 • American Equity Investment Life Holding Co • Life insurance • New York
Guarantee Agreement, dated as of December 15, 2005, executed and delivered by American Equity Investment Life Holding Company, an Iowa corporation (the “Guarantor”), having its principal office at 5000 Westown Parkway, Suite 440, West Des Moines, IA 50266, and JPMorgan Chase Bank, National Association, a national banking association, as trustee (in such capacity, the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of American Equity Capital Trust XI, a Delaware statutory trust (the “Issuer”).
JUNIOR SUBORDINATED INDENTUREJunior Subordinated Indenture • March 14th, 2006 • American Equity Investment Life Holding Co • Life insurance • New York
Junior Subordinated Indenture, dated as of December 15, 2005, between American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), and JPMorgan Chase Bank, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”).
ARTICLE I DEFINITIONSCoinsurance Agreement • April 1st, 2002 • American Equity Investment Life Holding Co • Life insurance
DEPOSIT AGREEMENT among AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, COMPUTERSHARE TRUST COMPANY, N.A., as Registrar and Transfer Agent and The Holders From...Deposit Agreement • June 17th, 2020 • American Equity Investment Life Holding Co • Life insurance • New York
THIS DEPOSIT AGREEMENT, dated June 17, 2020, among American Equity Investment Life Holding Company, an Iowa corporation (the “Corporation”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered national association (the “Trust Company”), jointly as Depositary (as defined below), the Trust Company, as Registrar (as defined below) and Transfer Agent (as defined below), and the Holders from time to time of the Receipts (as defined below).
REGISTRATION RIGHTS AGREEMENT Dated as of December 30, 2004 by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY and DEUTSCHE BANK SECURITIES INC. 5.25% Contingent Convertible Senior Notes Due 2024Registration Rights Agreement • March 14th, 2005 • American Equity Investment Life Holding Co • Life insurance • New York
This Registration Rights Agreement (this “Agreement”) is dated as of December 30, 2004, by and between American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Initial Purchaser”).
AMONG AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (COMPANY) FARM BUREAU LIFE INSURANCE COMPANY (TRANSFEROR) AND DAVID J. NOBLE DAVID S. MULCAHY DEBRA J. RICHARDSON (VOTING TRUSTEES)American Equity Investment Life Holding Co • May 6th, 1999 • Iowa
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 29th, 2024 • American Equity Investment Life Holding Co • Life insurance • Iowa
THIS AGREEMENT is entered into this [Day] day of [Month, Year] by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the “Company”), and [Executive Name] (the “Executive"). The Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its Affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and ben
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is entered into as of April 30, 1997, by and between American Equity Investment Life Holding Company (the "Company"), and persons set forth on Exhibit A...Registration Rights Agreement • May 6th, 1999 • American Equity Investment Life Holding Co • Delaware
EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • July 19th, 2005 • American Equity Investment Life Holding Co • Life insurance
THIS EMPLOYEE STOCK OPTION AGREEMENT, hereinafter referred to as the “Option” or the “Agreement,” is made effective as of the 31st day of December, 2004, between American Equity Investment Life Holding Company (the “Company”) and, -Wendy Carlson- (the “Optionee”).
EMPLOYEE RESTRICTED STOCK UNIT AWARD AGREEMENTEmployee Restricted Stock Unit • February 29th, 2024 • American Equity Investment Life Holding Co • Life insurance • Iowa
This Employee Restricted Stock Unit Award Agreement (this “Agreement”), dated as of [[GRANTDATE]] (the “Date of Grant”), is made by and between the Company, and [[FIRSTNAME]] [[LASTNAME]] (the “Participant”). Capitalized terms not defined herein shall have the meaning ascribed to them in the American Equity Investment Life Holding Company Amended and Restated Equity Incentive Plan (the “Plan”). Except where the context indicates otherwise, references to the Company shall include any successor to the Company.
CREDIT AGREEMENT dated as of September 30, 2016 among AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, The Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, SUNTRUST BANK, as Syndication Agent, and CITIBANK, N.A. and ROYAL BANK...Credit Agreement • October 3rd, 2016 • American Equity Investment Life Holding Co • Life insurance • New York
Page ARTICLE I Definitions 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 29 SECTION 1.03. Terms Generally 30 SECTION 1.04. Accounting Terms 30 ARTICLE II The Credits 31 SECTION 2.01. Commitments 31 SECTION 2.02. Loans and Borrowings 31 SECTION 2.03. Requests for Borrowings 32 SECTION 2.04. Funding of Borrowings 33 SECTION 2.05. Interest Elections 33 SECTION 2.06. Termination and Reduction of Commitments; Increase of Commitments 34 SECTION 2.07. Repayment of Loans; Evidence of Debt 36 SECTION 2.08. Prepayment of Loans 37 SECTION 2.09. Fees 38 SECTION 2.10. Interest 38 SECTION 2.11. Alternate Rate of Interest 39 SECTION 2.12. Increased Costs 39 SECTION 2.13. Break Funding Payments 41 SECTION 2.14. Taxes 41 SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 45 SECTION 2.16. Mitigation Obligations; Replacement of Lenders 46 SECTION 2.17. Defaulting Lenders 47 SECTION 2.18. Extension of Revolving Loans 48 ARTICLE III Representati
EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • March 1st, 2021 • American Equity Investment Life Holding Co • Life insurance
THIS EMPLOYEE STOCK OPTION AGREEMENT, hereinafter referred to as the “Option” or the “Agreement,” is made effective as of ______________ (the “Date of Grant”), between American Equity Investment Life Holding Company (the “Company”) and ______________ (the “Optionee”).
AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY PURCHASE AGREEMENTPurchase Agreement • December 7th, 2004 • American Equity Investment Life Holding Co • Life insurance • New York
American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to issue and sell to Deutsche Bank Securities Inc., Raymond James & Associates, Inc. and Advest, Inc. (together, the “Initial Purchasers”) $175,000,000 aggregate principal amount of its 5.25% Contingent Convertible Senior Notes Due 2024 (the “Firm Securities”) as set forth in Schedule I hereto. The Company also proposes to issue and sell at the option of Deutsche Bank Securities Inc. an additional $75,000,000 aggregate principal amount of its 5.25% Contingent Convertible Senior Notes Due 2024 (the “Option Securities” and together with the Firm Securities, the “Securities”) as set forth below. The Securities will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section 2 hereof), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 6th, 2012 • American Equity Investment Life Holding Co • Life insurance • Iowa
THIS AGREEMENT is entered into this 5th day of June, 2003 by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the "Company"), and Ted Johnson (the "Executive"). The Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits expe
