AMENDMENT NO. 1 TO TRUST AGREEMENT
This is Amendment No. 1 (this "Amendment") to that certain Reinsurance
Trust Agreement (the "Trust Agreement") made by and among Integrity Life
Insurance Company (the "Grantor") General American Life Insurance Company (the
"Beneficiary") (collectively, the "Parties") and Fleet National Bank (the
"Trustee") effective as of April 1, 1996.
Whereas, the Parties desire to amend the Trust Agreement to clarify the
Grantor's ability to purchase Authorized Investments which are private
placements;
Now, therefore, the Parties hereby agree to add new Section 1.04A to the
Trust Agreement which new Section 1.04A shall read in its entirety as follows:
"1.04A PRIVATE PLACEMENTS. The Grantor is authorized to subscribe for and
purchase Authorized Investments which are private placements in reliance on
Regulation D under the Securities Act of 1933, as amended (the "1933 Act"),
or other exemptions from the 1933 Act (including, without limitation, Rule
144A thereunder). In connection with any purchase for the Trust Account of
investments offered to "accredited investors" in reliance on Regulation D or
other exemptions under the 1933 Act or offered to "qualified institutional
buyers" in reliance on Rule 144A of the 1933 Act, the Beneficiary authorizes
the Grantor to purchase such securities for the Trust Account on the terms
and conditions under which securities are offered, and authorizes and directs
the Grantor and/or the Trustee to execute such documents, and make such
commitments and/or representations, as may be required by the issuer and/or
the seller of such securities, including, but not limited to, a
representation that the Trust Account is an "accredited investor" and/or a
"qualified institutional buyer," and a commitment and/or representation that
such securities will not be offered, pledged, sold or transferred by the
Trust Account or any subsequent transferee (including the Beneficiary) except
in compliance with any applicable transfer restrictions imposed thereon by
the issuer and/or seller and any state or federal securities laws.
Notwithstanding any other provisions of the Trust Agreement, the Beneficiary
agrees to be bound by the terms, conditions and/or restrictions of any
investment intent letter, purchase agreement or other commitment or document
entered into by the Grantor and/or the Trustee (including, without
limitation, any applicable restrictions on transfer) in connection with the
purchase of such private placements pursuant to the investment authority
granted to the Grantor under this Section 1.04A and such agreement will
remain effective notwithstanding a subsequent termination of this Agreement.
In addition, the Beneficiary acknowledges its understanding that the transfer
of unregistered securities may be restricted and agrees that, prior to the
transfer of any such securities to it pursuant to the terms and conditions of
the Trust Agreement, it will execute any and all necessary and appropriate
documents and make any and all necessary and appropriate representations
and/or warranties required by the issuer and/or seller thereof in order to
effect such transfer. The Beneficiary acknowledges that if the conditions
for transfer are not satisfied the securities cannot be transferred until
such time that such conditions are satisfied and agrees that the Trustee
shall not be liable for its refusal to transfer any such securities under
such circumstances. The Trustee is hereby authorized and directed to hold
such transfer in abeyance
until such time as such documents and/or representations are completed and
delivered and the issuer (and/or seller) notifies the Trustee of receipt
thereof."
In Witness Whereof, the Parties have caused this Amendment to be duly
executed effective as of the effective date of the Agreement (which Agreement
shall remain unchanged and in full force and effect except as amended hereby)
and agree that this Amendment may be signed in one or more counterparts any
one of which need not contain the signatures of more than one party but all
of which taken together (which may include copies delivered via facsimile)
shall constitute this Amendment in full force and effect.
GRANTOR
INTEGRITY LIFE INSURANCE COMPANY
By: /s/ Xxx Xxxxx
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Title: SECRETARY
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BENEFICIARY
GENERAL AMERICAN LIFE INSURANCE COMPANY
By: /s/ Xxxx X. Xxxxxxx
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Title: Vice President
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