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EXHIBIT 2.9
NOTIFICATION AGREEMENT
This Notification Agreement, dated as of February 18, 2000, by and among
American Mutual Holding Company, an Iowa mutual insurance holding company
("AMHC"), AmerUs Life Holdings, Inc., an Iowa corporation ("AMH"), and Bankers
Trust Company (the "Custodian")(the "Agreement").
WHEREAS, on October 23, 1997, the Custodian and each of AMH, Delta Life and
Annuity Company and American Investors Life Insurance Company, Inc. entered into
separate agreements entitled "Bankers Trust Company Custodian Agreement - Global
Custody" (the "Custody Agreements") pursuant to which the Custodian agreed to
safekeep certain Property (as defined in the Custody Agreements);
WHEREAS, AMHC and AMH have entered into a Purchase Agreement of even date
herewith (the "Purchase Agreement") whereby upon certain triggering events AMH
has agreed to purchase from AMHC, upon the request of AMHC, certain shares of
common stock of Indianapolis Group of Companies, Inc., an Indiana corporation
held by AMHC; and
WHEREAS, in connection with the obligations of AMH under the Purchase Agreement,
AMH has agreed to maintain, or to cause its subsidiaries to maintain, on deposit
with a custodian certain assets having an aggregate fair market value of at
least $110 million and to cause such custodian to provide notice of certain
matters to AMHC.
NOW THEREFORE, the parties agree as follows:
Section 1. Assets; Account Matters. AMH represents and warrants to AMHC
that on the date of this Agreement the assets identified on Schedule I hereto
(as such assets may be substituted in accordance with the Purchase Agreement,
the "Assets") are held as Property by the Custodian pursuant to valid and
binding agreements therewith. The Custodian hereby confirms that it holds such
Assets pursuant to the Custody Agreements.
Section 2. Reports and Notices. (a) During the term of this Agreement,
the Custodian agrees (i) to deliver to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, counsel to the AMHC
Special Board Committee, at an address specified by ▇▇. ▇▇▇▇▇▇▇▇, or such other
person as may be designated in writing by ▇▇. ▇▇▇▇▇▇▇▇, upon request by ▇▇.
▇▇▇▇▇▇▇▇ and no less frequently than on a monthly basis, written confirmation
that the Assets continue to be held by the Custodian and (ii) to deliver to ▇▇.
▇▇▇▇▇▇▇▇ immediate notice of any encumbrance, pledge, lien, removal or sale of
the Assets.
(b) During the term of this Agreement, AMH agrees to immediately notify
the Custodian of any encumbrance, pledge, lien, removal or sale of the Assets
and to provide to ▇▇. ▇▇▇▇▇▇▇▇ on behalf of the Special Board Committee of AMHC,
on a weekly basis a certificate from its Chief Financial Officer certifying that
the Assets continue to be held by the Custodian.
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Section 3. Amendment of Custody Agreement. This Agreement shall
constitute an amendment to each of the Custody Agreements pursuant to Section 17
thereof and AMHC shall become a third party beneficiary thereunder with respect
to the Assets.
Section 4. Termination of Agreement. This Agreement shall terminate
upon the occurrence of one of the following events:
4.1 The termination of the Purchase Agreement in accordance with
its terms;
4.2 The Closing Date under the Purchase Agreement;
4.3 Mutual written agreement by AMHC and AMH to terminate this
Agreement, with notice thereof to the Custodian.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year first above written.
AMERICAN MUTUAL HOLDING COMPANY
By: s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
AMERUS LIFE HOLDINGS, INC.
By: s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
BANKERS TRUST COMPANY
By: s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Director
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