Exhibit 10.1
STOCK SALE/PURCHASE AGREEMENT
AGREEMENT made this 31st day of March, 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").
Buyer and Seller agree and acknowledge that
the effective date of the
transaction evidenced by this Agreement
shall be January 1, 2005.
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 $2,500,000
payable in cash by wire transfer on March 31, 2005. The parties
agree
and acknowledge that the value of the cash and cash equivalents of
the
Service Company at January 1, 2005 were approximately
$3,900,000.
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, at
10:00
o'clock A.M. C.S.T. on March 31st, 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.
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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.
2
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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 fo
