Exhibit 10.21


 


STOCK SALE/PURCHASE AGREEMENT


 


AGREEMENT made this
2nd day of September, 2005, by and between AMERICAN EQUITY INVESTMENT LIFE
HOLDING COMPANY, an Iowa corporation with offices at 5000 Westown Parkway, Suite 440,
West Des Moines, IA 50266 (hereinafter referred to as “Buyer”); and D.J. NOBLE, an individual
residing at 5461 Gulf of Mexico Drive, Longboat Key, FL 34228 (hereinafter
referred to as “Seller”).


 


The parties have reached an understanding with respect to the sale and
purchase of One-Hundred Percent (100%) of the outstanding shares of common
stock of AMERICAN EQUITY INVESTMENT SERVICE COMPANY, an Iowa corporation (the “Service Company”).


 


IT IS HEREBY AGREED, AS FOLLOWS:


 


1.                                       Sale of Corporate Shares.


 


1.1                                 Sale/Purchase of Shares.  Seller shall sell to Buyer and Buyer shall
purchase from Seller 1,000 shares of the Common Stock of the Service Company
(the “Shares”).  Seller warrants and represents that the
Shares represent 100% of the issued and outstanding voting capital stock of the
Service Company.  Buyer agrees to pay to
Seller the Purchase Price, defined in Section 1.2 below, payable in
accordance with Section 2.2 below.


 


1.2                                 Purchase Price.  The Purchase Price shall be $1.00 payable on September 2,
2005.  The parties agree and acknowledge
that the Purchase Price is based upon the assets and liabilities of the Service
Company on July 29, 2005, less $2,500,000 in cash paid to Seller prior to
closing, as a dividend distribution.  The
parties agree and acknowledge that all indebtedness of the Service Company to
Seller for borrowed money has been previously repaid.


 


2.                                       Closing/Payment of Shares Purchase Price.


 


2.1                                 Closing Date/Location.  The closing of the sale and purchase (“Closing”) shall take place at the offices
of the Buyer, 5000 Westown Parkway, Suite 440, West Des Moines, IA 50266,
on September 2, 2005 (the “Closing Date”).


 


2.2                                 Delivery of Shares.  At the Closing, Seller shall deliver to
Buyer, free and clear of all liens, encumbrances, or charges whatsoever, the
Certificate for the Shares in negotiable form.


 


3.                                       Representations and Warranties of Seller.  Seller represents and warrants, as follows:


 


3.1                                 No Prohibition.  There is no prohibition either in applicable
law or in any agreement to which Seller is a party which in any way restricts
or prevents Seller’s execution and performance of this Agreement or the
consummation of the transaction contemplated in this Agreement.


 





















 


3.2                                 No Impediment.  There are no actions, suits, proceedings or
investigations pending, or, to Seller’s knowledge, threatened, against Seller
whether at law, in equity or otherwise, or before any court or governmental
agency, which would have a material adverse effect on Seller’s ability to
execute, deliver and perform this Agreement if determined adversely and, to
Seller’s knowledge, there are no circumstances which would give rise to any
such action, suit, proceeding or investigation.


 


3.3                                 Share Ownership.  Seller represents and warrants that it is the
owner, free and clear of any encumbrances whatsoever, of the Shares, and that
it owns all of the issued and outstanding shares of capital stock of the
Company.  Seller has full right and
authority to transfer the Shares to Buyer.


 


3.4                                 Litigation.  To Seller’s knowledge, there is no litigation
or judicial, administrative or arbitration proceeding pending or threatened
against or relating to the Service Company, its properties or business, nor
does Seller know or have reasonable grounds to know of any basis for any such
action, or of any governmental investigation in connection with the Service
Company.


 


4.                                       Representations and Warranties of Buyer.  Buyer represents and warrants as follows:


 


4.1                                 Organization of Buyer.  Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of Iowa, and
has the requisite corporate power and authority to enter into this Agreement
and to perform its obligations under this Agreement.  Except as waived or to be waived by Buyer’s
lenders, there is no prohibition either in applicable law or in any agreement
to which Buyer is a party which in any way restricts or prevents Buyer’s
execution and performance of this Agreement or the consummation of the
transaction contemplated in this Agreement.


 


4.2                                 No Impediment.  There are no actions, suits, proceedings or
investigations pending, or threatened, against Buyer whether at law, in equity
or otherwise, or before any court or governmental agency, which would have a
material adverse effect on the Buyer’s ability to execute, deliver and perform
this Agreement if determined adversely and, there are no circumstances which
would give rise to any such action, suit, proceeding or investigation.


 


5.                                       Representations and Warranties of the Service Company.  Seller and the Service Company warrant and
represent, jointly and severally, as follows:


 


5.1                                 Organization of Service Company.  The Service Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Iowa, and has the requisite corporate and authority to enter into this
Agreement and to perform its obligations under this Agreement.  The Service Company has authorized capital
stock consisting of 10,000 shares of common stock, of which 1,000 shares are
presently issued and outstanding.


 


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5.2                                 No Impediment.  There are no actions, suits, proceedings or
investigations pending, or, to the Service Company’s knowledge, threatened,
against the Service Company whether at law, in equity or otherwise, or before
any court or governmental agency, which would have a material adverse effect on
the Service Company’s ability to execute, deliver and perform this Agreement if
determined adversely, or to conduct its business as presently conducted, and,
to the Service Company’s knowledge, there are no circumstances which would give
rise to any such action, suit, proceeding or investigation.


 


5.3                                 Litigation.  To the Service Company’s knowledge, there is
no litigation or proceeding pending or, to the Service Company’s knowledge,
threatened against or relating to the Service Company, its properties or
business, nor does the Service Company know or have reasonable grounds to know
of any basis for any such action, or of any governmental investigation relative
to its properties or business.


 


5.4                                 Financial Status.  The Service Company has no liabilities,
obligations or commitments of any kind, other than those liabilities fully
disclosed in its books and records which have been provided to Buyer for its
review.  The Service Company has no known
contingent liabilities.  The assets of
Service Company are subject to no liens, encumbrances or charges of any kind
except as fully disclosed in its books and records.


 


5.5                                 No Violation; Consents and Approvals..  The execution and delivery of this Agreement
by the Service Company will not conflict with or result in (i) any
violation of any provision of the organizational documents of the Service
Company, (ii) conflict with, result in a violation or breach of, or
constitute a default under, or give rise to any right of termination,
revocation, cancellation or acceleration under, any loan, credit agreement,
lease, contract or agreement, written or unwritten to which the Service Company
is a party, except for any default waived prior to Closing.  No consent, approval, license, permit, order,
authorization or, registration or filing with any governmental entity is
required to be obtained or made by the Service Company for the execution,
delivery or performance of this Agreement.


 


5.6                                 Tax Representations.  (a)         All
Tax Returns required to be filed with respect to the Service Company have been
duly and timely filed and all such Tax Returns are true, correct and complete
in all material respects.  The Service
Company has duly and timely paid all Taxes that are due with respect to the
periods covered by such Tax Returns and has made all required estimated
payments of Taxes.  With respect to the
2004 Tax Returns:  (i) requests for
extensions of the due date for the filing of the 2004 Tax Returns were timely
filed; (ii) all required estimates were paid; (iii) and Seller will
file the 2004 Tax Returns on or before the extended due date.  The Service Company has not been and is not,
in violation (or with notice or lapse of time or both, would be in violation)
of any applicable law relating to the payment or withholding of Taxes.  No claim has ever been made by an authority
in a jurisdiction where the Service Company does not file Tax Returns that the
Service Company is or may be subject to taxation by that jurisdiction.  The Service Company is not a party to any Tax
allocation or Tax sharing agreement or arrangement, or any similar
contract.  No audit or other proceeding
by any governmental or regulatory authority is impending or has been threatened
in writing with respect to any Taxes due from the Service company or any


 


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Tax Return filed or required to be filed by the Service Company.  No assessment or deficiency for any Tax has
been proposed or threatened writing against the Service Company.


 


(b)                                 At
all times since the formation of the Service Company, until January 1,
2004, the Service Company was a validly electing S corporation within the
meaning of Section 1361 of the Internal Revenue Code of 1986, as
amended.  Effective January 1, 2004,
the S election of the Service Company was revoked.


 


(c)                                  “Tax”
or “Taxes” means any and all taxes, however denominated, imposed by law,
contractual agreement or otherwise, which taxes shall include, but not be
limited to, all net income, gross income, gross receipts, franchise, excise,
occupation, estimated, alternative minimum, add-on minimum, gains, net worth,
paid up capital, sales, use, ad valorem, value added, stamp, natural resources,
environmental, real or personal property, custom, duty, transfer, recording,
escheat, documentation, employment, workers compensation, unemployment,
disability, payroll, license, service, service use, employee or other
withholding, or other tax of any kind whatsoever, including any interest,
penalties, charges or additions to Tax that may become payable in respect
thereof, and any liability in respect of such amounts arising as a result of
being a member of any affiliated, consolidated, combined, unitary or similar
group, as a successor to another person or by contract.


 


(d)                                 “Tax
Returns” means returns, declarations, reports or other documents (including any
related or supporting schedules, statements or information, and any amendment
to the foregoing), filed or required to be filed in connection with the determination,
assessment or collection of any Tax or the administration of any law regulation
or administrative requirement relating to any Taxes.  The term “Tax Returns” as used herein shall
include all Tax Returns to be filed for the year ending December 31, 2004,
which are referred to separately above as the “2004 Tax Returns”.


 


5.7                                 Compliance With Laws.  The Service Company has in effect all
certificates, permits, licenses, approvals, registrations and other similar
authorizations from any governmental entity required for the conduct of its
business as currently conducted.  The
Service Company is in compliance with all existing laws, regulations, permits,
rules, orders, statutes and decrees applicable to its business.


 


6.                                       Survival of Representations and Warranties.  Notwithstanding (a) any investigation
conducted by Buyer or Seller, as appropriate, after the Closing, or (b) any
knowledge or notice of any fact or circumstance that Buyer or Seller, as
appropriate, may have as the result of such investigation, Buyer and Seller
shall nevertheless be entitled to rely upon the representations, warranties and
covenants in this Agreement and the other documents contemplated hereby.  Each of the representations, warranties and covenants
contained in this Agreement, made in any document delivered hereunder or
otherwise made in connection with the Closing hereunder shall survive the
Closing for a period of eighteen (18) months from the Closing Date; provided,
however, that the representations and warranties contained in Section 5.6
shall survive until 90 days after the expiration of the applicable statutes of
limitation.


 


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7.                                       Seller Indemnification.  Seller shall indemnify and hold Buyer free
and harmless from and against any losses, damages, costs or expenses
(including attorneys fees) incurred by Buyer as a result of any inaccuracy
in or breach of any representation or warranty of Seller or the Service
Company contained in this Agreement which is the subject of any claim brought
by Buyer during the time period during which the representation and
warranty survives the Closing Date.


 


8.                                       Buyer Indemnification.  Buyer shall indemnify and hold Seller free
and harmless from and against any losses, damages, costs or expenses (including
attorneys fees) incurred by Seller as a result of any inaccuracy in or
breach of any representation or warranty of Buyer contained in this
Agreement which is the subject of any claim brought by Buyer during the
time period during which the representation and warranty survives the
Closing Date.


 


9.                                       Benefit.  This Agreement is personal to Seller and
Buyer, and no party hereto shall assign any of such party’s respective rights
or delegate any of such party’s respective obligations hereunder without the prior
written consent of the other parties, which consent may be withheld for any
reason.


 


10.                                 Construction.  This Agreement is being delivered and is
intended to be performed in the State of Iowa and shall be construed and
enforced in accordance with the laws of the State of Iowa.


 


11.                                 Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered or mailed first class, postage prepaid, if to Buyer to Ms. Debra
J. Richardson, Senior Vice President, 5000 Westown Parkway, Suite 440,
West Des Moines, IA 50266 or if to Seller to D.J. Noble, 5461 Gulf of Mexico
Drive, Longboat Key, FL 34228, or at such other address as Buyer or Seller may
have furnished to the other party in writing.


 


12.                                 Expenses.  Each party hereto shall pay such party’s own
expenses in connection with the transaction contemplated hereby.


 


13.                                 Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


14.                                 Further Assurances.  Seller and Buyer agree to take such
additional action and execute such additional documents as the other party may
reasonably request in order to effectuate the intent and purpose of this
Agreement.


 


15.                                 Receipt.  Each of the parties to this Agreement
acknowledge receipt of a fully executed copy of this Agreement.


 


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16.                                 Entire Agreement.  This Agreement contains the entire
understanding and agreement of the parties with respect to the subject matter
hereof and supersedes any prior representations, understandings, or agreements.


 


IN WITNESS WHEREOF,
the parties have duly executed this Agreement the date and year first above
written.


 


 


	
    AMERICAN EQUITY INVESTMENT

    LIFE HOLDING COMPANY

  	
    D.J. NOBLE

  
	
   

  	
   

  
	
   

  	
   

  
	
    By: /s/ Debra J. Richardson

  	
   

  	
    By: /s/ David J. Noble

  	
   

  
	
    Senior Vice President

  	
    David J. Noble

  
				



 


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  Assignment Separate from Certificate


 


FOR VALUE RECEIVED, D.J. NOBLE hereby sells, assigns and transfers unto
American Equity Investment Life Holding Company, an Iowa corporation, One
Thousand (1,000) Shares of the Common Capital Stock of American Equity Investment
Service Company (the “Service Company”) standing in his names on the books of
said Service Company, represented by Certificate Nos. 01 herewith and do hereby
irrevocably constitute and appoint                                             attorney
to transfer the said stock on the books of the within named Service Company
with full power of substitution in the premises.


 


	
  Effective Date:

  	
   

  	
  , 2005

  
	
   

  	
   

  
	
   

  	
  D.J. NOBLE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: /s/ D.J. Noble

  	
   

  
	
   

  	
   

  
	
  In Presence of

  	
   

  
	
   

  	
   

  
	
  /s/ Debra J. Richardson

  	
   

  	
   

  
							



 


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