West Des Moines, IA 50266 Attention: Treasurer Telephone No.: (515) 221-0002 Facsimile No.: (515) 221-9947 Re: Amendment to Base Warrants
Exhibit 10.8
EXECUTION VERSION
JPMorgan
Chase Bank, National Association
X.X. Xxx 000
60 Victoria Embankment
Xxxxxx XX0X 0XX
England
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September 17, 2010 |
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To: |
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0000 Xxxxxxx Xxxxxxx |
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Xxxx Xxx Xxxxxx, XX 00000 |
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Attention: |
Treasurer |
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Telephone No.: |
(000) 000-0000 |
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Facsimile No.: |
(000) 000-0000 |
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Re: |
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This letter agreement (this “Amendment”) amends the terms and conditions of the Base Warrants (the “Transaction”) evidenced by the letter agreement between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and American Equity Investment Life Holding Company (“Company”) dated as of September 16, 2010 (the “Confirmation”).
1. Definitions. Capitalized terms used herein without definition shall have the meanings assigned to them in the Confirmation.
2. Representations and Warranties of Company. Each of the representations and warranties made pursuant to the Agreement and the Confirmation on the Trade Date are hereby deemed to be repeated on the date hereof as if references to the Trade Date were references to the date hereof.
3. Amendments. The Confirmation is hereby amended by decreasing the number of Shares specified in the provision opposite the caption “Maximum Number of Shares” in the Confirmation from 7,547,152 Shares to 6,415,079 Shares.
4. Effectiveness. This Amendment shall become effective upon execution by the parties hereto. Upon the effectiveness of this Amendment, all references in the Confirmation to the “Transaction” will be deemed to be to the Transaction as amended hereby. Except as amended hereby, all the terms of the Transaction and provisions in the Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
6. Governing Law. The provisions of this Amendment shall be governed by the laws of the State of New York law (without reference to choice of law doctrine).
JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to EDG Confirmation Group, X.X. Xxxxxx Securities Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-0000, or by fax to (000) 000 0000.
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Very truly yours, |
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X.X. Xxxxxx Securities LLC, as agent for JPMorgan Chase Bank, National Association |
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By: |
/s/ Xxxxxxx Xxxxxxxxxxx |
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Authorized Signatory |
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Name: Xxxxxxx Xxxxxxxxxxx |
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Accepted
and confirmed
as of the Trade Date:
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Authorized Signatory |
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Name: Xxxx X. Xxxxxxxx |
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Title: Chief Financial Officer & Treasurer |
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JPMorgan Chase Bank, National Association
Organised under the laws of the United States as a National Banking Association
Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000
Registered as a branch in England & Wales branch No. BR000746
Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX
Authorised and regulated by the Financial Services Authority
