Amendment To Participation Agreement Sample Contracts

Third Amendment to Participation Agreement (March 1st, 2017)

THIS THIRD AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment") dated as of January 27, 2017 is by and among NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the "Lessee"), the Guarantors party hereto, WACHOVIA SERVICE CORPORATION, a Delaware corporation (the "Lessor"), the Credit Lenders party hereto, the Mortgage Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the agent for the Credit Lenders and the Mortgage Lenders and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the "Agent").

Second Amendment to Participation Agreement (November 22nd, 2016)

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment") dated as of September 9, 2016 is by and among NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the "Lessee"), the Guarantors party hereto, WACHOVIA SERVICE CORPORATION, a Delaware corporation (the "Lessor"), the Credit Lenders party hereto, the Mortgage Lenders party hereto and WELLS FARGO BANK, N.A., a national banking association, as the agent for the Credit Lenders and the Mortgage Lenders and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the "Agent").

THIS SEVENTH AMENDMENT TO PARTICIPATION AGREEMENT Is Made October 21, 2016. BETWEEN: (November 9th, 2016)

P.T. FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. ("PT-FI") and

First Amendment to Participation Agreement (May 25th, 2016)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment") dated as of February 17, 2016 is by and among NVIDIA LAND DEVELOPMENT, LLC, a Delaware limited liability company (the "Lessee"), the Guarantors party hereto, WACHOVIA SERVICE CORPORATION, a Delaware corporation (the "Lessor"), the Credit Lenders party hereto, the Mortgage Lenders party hereto and WELLS FARGO BANK, N.A., a national banking association, as the agent for the Credit Lenders and the Mortgage Lenders and, respecting the Security Documents, as agent for the Secured Parties (in such capacity, the "Agent").

THIS SIXTH AMENDMENT TO PARTICIPATION AGREEMENT Is Made September 17, 2015. BETWEEN: (November 6th, 2015)

P.T. FREEPORT INDONESIA, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. ("PT-FI") and

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT Is Made April 30, 1999 BETWEEN: (February 27th, 2015)

P.T. FREEPORT INDONESIA COMPANY, a limited liability company organized under the laws of the Republic of Indonesia and domesticated in the State of Delaware, U.S.A. ("PT-FI") and

Second Amendment to Participation Agreement (August 11th, 2014)

This SECOND AMENDMENT TO PARTICIPATION AGREEMENT (Second Amendment) is made as of this 22 day of November, 2013, by and among Cleveland BioLabs, Inc., a Delaware corporation (CBL) and BioProcess Capital Partners, LLC, a management company of the venture fund BioProcess Capital Ventures formed under the laws of the Russian Federation (BCP).

Third Amendment to Participation Agreement (August 6th, 2014)

This THIRD AMENDMENT TO THE PARTICIPATION AGREEMENT (the Third Amendment) is executed on June 17, 2014 (Effective Date) by and between Cleveland BioLabs, Inc., a Delaware corporation (CBL), and Limited Liability Company Bioprocess Capital Partners, a company duly organized and existing under the laws of the Russian Federation (BCP), a management company of the venture fund Bioprocess Capital Ventures.

SECOND AMENDMENT TO PARTICIPATION AGREEMENT Dated as of December 20, 2013 Among AMERICAN AIRLINES, INC., WILMINGTON TRUST COMPANY, as Pass Through Trustee Under Each of the Pass Through Trust Agreements, WILMINGTON TRUST COMPANY, as Subordination Agent, WILMINGTON TRUST COMPANY, as Loan Trustee, and WILMINGTON TRUST COMPANY, in Its Individual Capacity as Set Forth Herein One Boeing 737-823 (Generic Manufacturer and Model BOEING 737-800) Aircraft (December 20th, 2013)

This SECOND AMENDMENT TO PARTICIPATION AGREEMENT (N907AN) (this Amendment), dated as of December 20, 2013, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, WTC), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the Subordination Agent) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan tru

FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N907AN) Dated as of November 27, 2013 Among AMERICAN AIRLINES, INC., WILMINGTON TRUST COMPANY, as Pass Through Trustee Under Each of the Pass Through Trust Agreements, WILMINGTON TRUST COMPANY, as Subordination Agent, WILMINGTON TRUST COMPANY, as Loan Trustee, and WILMINGTON TRUST COMPANY, in Its Individual Capacity as Set Forth Herein One Boeing 737-823 (Generic Manufacturer and Model BOEING 737-800) Aircraft U.S. Registration No. N907AN (November 27th, 2013)

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N907AN) (this Amendment), dated as of November 27, 2013, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, WTC), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, the Subordination Agent) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trus

AMR Corporation – First Amendment to Participation Agreement (June 5th, 2013)

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N936AN) (this Amendment), dated as of June 5, 2013, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, WTC), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor in such capacity, the Subordination Agent) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such

First Amendment to Participation Agreement (June 5th, 2013)

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N936AN) (this Amendment), dated as of June 5, 2013, is made by and among AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, the Company), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, WTC), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and trustee (in such capacity, together with any successor in such capacity, the Subordination Agent) under the Intercreditor Agreement, and WILMINGTON TRUST COMPANY, a Delaware trust company, as loan trustee (in such

Zaza Energy Corporation – Fifth Amendment to Participation Agreement (January 28th, 2013)

This FIFTH Amendment TO PARTICIPATION AGREEMENT (the "Amendment") is entered into and effective this 16th day of January 2013 (the "Effective Date").

American Energy Development Corp. – First Amendment to Participation Agreement [Dansville Prospect] (September 22nd, 2011)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment") is made effective as of September 19, 2011 (the "Effective Date"), by and between RANGE MICHIGAN LLC, a Wyoming limited liability company with a mailing address of P.O. Box 726, 504 Fremont, Thermopolis, WY 82443-2913 ("Range"), and AMERICAN ENERGY DEVELOPMENT CORP. (F/K/A LJM ENERGY CORP.), a Nevada corporation with a mailing address of 9190 Double Diamond Parkway, Reno NV 89521, ("AED").

FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N377DA) Dated as of February 14, 2011 Among DELTA AIR LINES, INC., U.S. BANK TRUST NATIONAL ASSOCIATION, as Pass Through Trustee Under Each of the Pass Through Trust Agreements, U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee, and U.S. BANK TRUST NATIONAL ASSOCIATION, in Its Individual Capacity as Set Forth Herein * One Boeing 737-832 (Generic Manufacturer and Model BOEING 737-800) Aircraft U.S. Registration No. N377DA (February 14th, 2011)

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N377DA), dated as of February 14, 2011 (this Amendment), is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, Company), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, U.S. Bank), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, Subordination Agent) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIA

FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N308DE) Dated as of February 14, 2011 Among DELTA AIR LINES, INC., U.S. BANK TRUST NATIONAL ASSOCIATION, as Pass Through Trustee Under Each of the Pass Through Trust Agreements, U.S. BANK TRUST NATIONAL ASSOCIATION, as Subordination Agent, U.S. BANK TRUST NATIONAL ASSOCIATION, as Loan Trustee, and U.S. BANK TRUST NATIONAL ASSOCIATION, in Its Individual Capacity as Set Forth Herein One Boeing 737-732 (Generic Manufacturer and Model BOEING 737-700) Aircraft U.S. Registration No. N308DE (February 14th, 2011)

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT (N308DE), dated as of February 14, 2011 (this Amendment), is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, Company), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, U.S. Bank), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such term and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, Subordination Agent) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIA

Carrizo Oil & Gas, Inc. – Amendment No. 1 to Participation Agreement (September 16th, 2010)

THIS AMENDMENT NO. 1, dated as of August 4, 2010 (this "Amendment") to the Participation Agreement, effective as of August 1, 2008 (the "Agreement"), is entered into among Carrizo (Marcellus) LLC, a Delaware limited liability company ("Carrizo"), Carrizo Oil & Gas, Inc., a Texas corporation ("COGI" and, together with Carrizo, the "Carrizo Parties"), Avista Capital Partners II, L.P., a Delaware limited partnership ("Avista"), and A CP II Marcellus LLC, a Delaware limited liability company ("Investor LLC" and, together with Avista, the "Avista Parties"). In this Agreement, Carrizo, COGI, Avista and Investor LLC are collectively referred to as the "Parties" and each as a "Party."

First Amendment to Participation Agreement (August 16th, 2010)

This FIRST AMENDMENT TO PARTICIPATION AGREEMENT ("Amendment") is made as of this 13 day of April, 2010, by and among Cleveland Biolabs, Inc., a Delaware corporation ("CBL") and Bioprocess Capital Partners, LLC, a management company of the venture fund Bioprocess Capital Ventures formed under the laws of the Federation of Russia ("BCP").

ERHC Energy Inc – SECOND AMENDMENT TO PARTICIPATION AGREEMENT Block 4 Joint Development Zone (August 13th, 2009)

ERHC Energy, Inc., a corporation organized and existing under the laws of the State of Colorado, U.S.A. (hereinafter referred to as "ERHC"), and

Second Amendment to Participation Agreement (August 7th, 2009)

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT (this Amendment) is made this 5th day of August, 2009 among Chesapeake Louisiana, L.P., an Oklahoma limited partnership (Chesapeake) and Plains Exploration & Production Company, a Delaware corporation, and its wholly owned subsidiaries, PXP Louisiana L.L.C., a Delaware limited liability company and PXP Louisiana Operations LLC, a Delaware limited liability company (collectively, PXP). Chesapeake and PXP shall be referred to herein, individually, as a Party and, collectively, as the Parties.

ERHC Energy Inc – SECOND AMENDMENT TO PARTICIPATION AGREEMENT Block 4 Joint Development Zone (July 31st, 2009)

ERHC Energy, Inc., a corporation organized and existing under the laws of the State of Colorado, U.S.A. (hereinafter referred to as "ERHC"), and

Oglethorpe Power Corporation – Amendment No. 2 to Participation Agreement (P1) (May 28th, 2009)

THIS AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT (P1) (this Amendment) is made as of May 22, 2009, by and among (i) OGLETHORPE POWER CORPORATION (AN ELECTRIC MEMBERSHIP CORPORATION), an electric membership corporation organized under the laws of the State of Georgia (herein, together with its successors and permitted assigns, called Oglethorpe); (ii) ROCKY MOUNTAIN LEASING CORPORATION, a corporation organized under the laws of the State of Delaware (herein, together with its successors and permitted assigns, called RMLC); (iii) Philip Morris Capital Corporation, a corporation organized under the laws of the State of Delaware, as Owner Participant (herein, in such capacity, together with its successors and permitted assigns, called the Owner Participant); (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, successor in interest to Fleet National Bank, not in its individual capacity, except as expressly provided herein, but so

Variable Annuity 1 Series Account – First Amendment to Participation Agreement (April 17th, 2009)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 24th day of April, 2008, among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("GWLA") AND FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), SELIGMAN PORTFOLIOS, INC., ("Fund"), AND SELIGMAN ADVISORS, INC. ("Distributor"), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

OMNIBUS AMENDMENT TO PARTICIPATION AGREEMENT, PUT OPTION AGREEMENT AND CALL OPTION AGREEMENT DATED AS OF MARCH 9, 2009 HEALTH NET FUNDING, INC., HEALTH NET, INC., LODGEMORE HOLDINGS INC. ING BANK N.V. And HEALTH NET FINANCING, L.P. (March 12th, 2009)

THIS OMNIBUS AMENDMENT TO PARTICIPATION AGREEMENT, PUT OPTION AGREEMENT AND CALL OPTION AGREEMENT (this Amendment), dated as of March 9, 2009, is entered into among HEALTH NET FUNDING, INC., a corporation organized under the laws of the State of Delaware (together with its permitted assigns and successors, U.S. Investor), HEALTH NET, INC., a publicly traded U.S. Corporation (together with its permitted assigns and successors, U.S. Parent), LODGEMORE HOLDINGS, INC., a Canadian corporation (together with its permitted assigns and successors, Canadian Investor), ING BANK N.V., a public limited liability company organized under the laws of the Netherlands (together with its permitted assigns and successors, Credit Risk Bank), and HEALTH NET FINANCING, L.P., a Delaware limited partnership (together with its permitted assigns and successors, the Partnership).

OMNIBUS AMENDMENT TO PARTICIPATION AGREEMENT AND PUT OPTION AGREEMENT DATED AS OF NOVEMBER 10, 2008 HEALTH NET FUNDING, INC., HEALTH NET, INC., LODGEMORE HOLDINGS INC. ING BANK N.V and HEALTH NET FINANCING, L.P. (February 27th, 2009)

THIS OMNIBUS AMENDMENT TO PARTICIPATION AGREEMENT AND PUT OPTION AGREEMENT (this Amendment), dated as of November 10, 2008 is entered into among HEALTH NET FUNDING, INC., a corporation organized under the laws of the State of Delaware (together with its permitted assigns and successors, U.S. Investor), HEALTH NET, INC., a publicly traded U.S. Corporation (together with its permitted assigns and successors, U.S. Parent), LODGEMORE HOLDINGS, INC., a Canadian corporation (together with its permitted assigns and successors, Canadian Investor), ING BANK N.V., a public limited liability company organized under the laws of the Netherlands (together with its permitted assigns and successors, Credit Risk Bank) and HEALTH NET FINANCING, L.P., a Delaware limited partnership (together with its permitted assigns and successors, the Partnership).

First Amendment to Participation Agreement (May 9th, 2008)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this Amendment), dated as of April 29, 2008, is entered into among HEALTH NET FUNDING, INC., a Delaware corporation (the U.S. Investor) HEALTH NET, INC., a Delaware corporation (the U.S. Parent), LODGEMORE HOLDINGS INC., A Canadian corporation (the Canadian Investor), ING BANK N.V., a public company (naamloze vennootschap) organized under the laws of the Netherlands (the Credit Risk Bank) and HEALTH NET FINANCING, L.P., a Delaware limited partnership (the Partnership). Terms used but not otherwise defined herein shall have the meanings provided in the Participation Agreement described below.

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – Second Amendment to Participation Agreement (April 24th, 2008)

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this day of 31 December 2007, among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWLA"), JANUS ASPEN SERIES (the "Fund"), and JANUS CAPITAL MANAGEMENT, LLC. (the "Adviser"), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – Amendment to Participation Agreement (April 24th, 2008)

THI S AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 1st day of December 2007, among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), DWS VARIABLE SERIES I, formerly known as Scudder Variable Series I and Scudder Variable Life Investment Fund (the "Fund"), DEUTSCHE INVESTMENT MANAGEMENT AMERICAS INC., formerly known as Scudder Kemper Investments, Inc. (the "Adviser"), AND DWS SCUDDER DISTRIBUTORS, INC., assignee of Scudder Investors Services,Inc . (the "Distributor"),collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – First Amendment to Participation Agreement (April 24th, 2008)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this ____ day of December 2007, among GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (GWLA) AND FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY (FGWL&A), THIRD AVENUE VARIABLE ANNUITY TRUST, (Fund), AND M.J. WHITMAN LLC. (Distributor), collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – Second Amendment to Participation Agreement (April 24th, 2008)

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as ofthis lIth day of January, 2008, among FIRST GREAT-WEST LIFE & ANNUI TY INSURANCE COMPANY ("FGWL&A"), DELAWARE VIP TRUST ("Fund"), DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust ("Adviser"), and DELAWARE DISTRIBUTORS, L.P. ("Distributor"), (collectively, the "Parties"). Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – Second Amendment to Participation Agreement (April 24th, 2008)

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as ofthis 25th day of February 2008 , among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), NATIONWIDE VARIABLE INSURANCE TRUST ("Fund"), NATIONWIDE FUND ADVISORS ("Adviser"), AND NATIONWIDE FUND DISTRIBUTORS LLC ("Distributor") collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – First Amendment to Participation Agreement (April 24th, 2008)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 21st day of January 2008, by and among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), DREYFUS VARIABLE INVESTMENT FUND (the "Fund"), AND THE DREYFUS CORPORATION (the "Adviser"), collectively the "Parties." Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – Amendment to Participation Agreement (April 24th, 2008)

THIS AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 31st day of December 2007, among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. ("Fund"), ALLIANCEBERNSTEIN L.P. ("Adviser"), and ALLIANCEBERNSTEIN INVESTMENTS INC. ("Distributor"), collectively the Parties . Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below ).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – First Amendment to Participation Agreement (April 24th, 2008)

THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT is made as of this 21st day of January 2008, by and among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), DREYFUS VARIABLE INVESTMENT FUND (the "Fund"), AND THE DREYFUS CORPORATION (the "Adviser"), collectively the "Parties." Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).

Variable Annuity I Ser Acc Of Fir Grt West Li & Annu Ins Co – Second Amendment to Participation Agreement (April 24th, 2008)

THIS SECOND AMENDMENT TO PARTICIPATION AGREEMENT is made as of this day of December 2007, among FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY ("FGWL&A"), PIMCO VARIABLE INSURANCE TRUST ("Fund"), PACIFIC INVESTMENT MANAGEMENT COMPANY LLC ("Adviser"), AND PIMCO ADVISORS DISTRIBUTORS LLC ("Distributor") collectively the Parties. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement (defined below).