0001104659-04-034654 Sample Contracts

GUARANTEE AGREEMENT between
Guarantee Agreement • November 9th, 2004 • American Equity Investment Life Holding Co • Life insurance • New York

GUARANTEE AGREEMENT, dated as of September 14, 2004, 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, a New York banking corporation, 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 VII, a Delaware statutory trust (the “Issuer”).

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JUNIOR SUBORDINATED INDENTURE between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY and JPMORGAN CHASE BANK, as Trustee
Junior Subordinated Indenture • November 9th, 2004 • American Equity Investment Life Holding Co • Life insurance • New York

JUNIOR SUBORDINATED INDENTURE, dated as of April 29, 2004, between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the “Company”), and JPMORGAN CHASE BANK, a New York banking corporation, as Trustee (in such capacity, the “Trustee”).

AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 9th, 2004 • American Equity Investment Life Holding Co • Life insurance • Minnesota

THIS CREDIT AGREEMENT, dated as of September 22, 2004 is by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the “Borrower”), the banks or financial institutions listed on the signature pages hereof or which hereafter become parties hereto as hereinafter provided (individually referred to as a “Bank” or collectively as the “Banks”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as agent for the Banks (together with its successors in such capacity, the “Agent”).

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