Standard Contracts
TO INDENTURE DATED AS OF OCTOBER 1, 1998First Supplemental Indenture • June 14th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
FORM OF AMENDED AND RESTATED REGULATIONS AND OPERATING AGREEMENTOperating Agreement • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Texas
LOAN AGREEMENTLoan Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
GRAND COURT LIFESTYLES, INC. 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 10th, 1998 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of October 1, 1998 (this "Agreement"), of GRAND COURT LIFESTYLES, INC., a Delaware corporation (the "Company"), in favor of the Holders of the Registrable Securities (as...Registration Rights Agreement • October 8th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
GUARANTY AGREEMENT ------------------Guaranty Agreement • February 7th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Texas
LOAN AGREEMENTLoan Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
GRAND COURT LIFESTYLES, INC., ISSUERIndenture • September 14th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
SECOND AMENDMENT TO ASSUMPTION AGREEMENT SECOND AMENDMENT TO ASSUMPTION AGREEMENT dated as of the 31st day of October, 1997 between GRAND COURT LIFESTYLES, INC., a Delaware corporation, having an office at One Executive Drive, Fort Lee, New Jersey...Assumption Agreement • December 24th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
Exhibit 1.4 GRAND COURT LIFESTYLES, INC 1,500,000 SHARES OF STOCK (1) 1,500,000 SHARES OF PREFERRED STOCK (2) SELECTED DEALER AGREEMENT ------------------------- Ladies and Gentlemen: 1. Registration under the Securities Act of 1933, as amended (the...Selected Dealer Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
1 Adrian MI Knightsbridge Associates, L.P. Grand Court-Adrian 2 Albuquerque NM Manchester Manor, L.P. Grand Court-Albuquerque 3 Belleville IL Essex Associates, Inc. Belleville 4 Bristol VA Bayswater Associates, L.P. Liberty Place-Bristol House 5 Bryan...Exhibit • November 16th, 2000 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
LINE OF CREDIT fromLine of Credit Agreement • June 14th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Ohio
REPRESENTATIVE'S WARRANT AGREEMENTRepresentative's Warrant Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
GRAND COURT LIFESTYLES, INC. 3,000,000 Shares of Common Stock AGREEMENT AMONG UNDERWRITERSUnderwriting Agreement • March 10th, 1998 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
W I T N E S S E T H: - - - - - - - - - -Consolidation Agreement • May 15th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
RECITALS:Asset Purchase Agreement • January 10th, 2001 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Delaware
EXHIBIT 10.5(ee) AMENDMENT NO. 1 TO BANK AGREEMENT FOR 12% DEBENTURES - SERIES 10 AMENDMENT NO. 1, DATED AS OF JUNE 26, 1998 (THE "AMENDMENT"), TO BANK AGREEMENT, dated as of July 12, 1995 (the "Agreement"), with respect to 12% Debentures due January...Bank Agreement • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
RECITALS:Asset Purchase Agreement • February 15th, 2001 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Delaware
between CAPSTONE CAPITAL CORPORATION a Maryland corporationMaster Development Agreement • February 7th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Alabama
AMENDMENT NO. 2 TO BANK AGREEMENT FOR 12% DEBENTURES SERIES 5Bank Agreement for 12% Debentures Series 5 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
AMENDMENT NO. 1 TO BANK AGREEMENT FOR 12% DEBENTURES - SERIES 2Bank Agreement for 12% Debentures - Series 2 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
EXHIBIT 10.5(v) AMENDMENT NO. 2 TO BANK AGREEMENT FOR 11% DEBENTURES - SERIES 7Bank Agreement for 11% Debentures - Series 7 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
EXHIBIT 10.5(bb) AMENDMENT NO. 1 TO BANK AGREEMENT FOR 12% DEBENTURES - SERIES 9Bank Agreement for 12% Debentures - Series 9 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
AMENDMENT NO. 2 TO BANK AGREEMENT FOR 12% DEBENTURES SERIES 1Bank Agreement for 12% Debentures Series 1 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
EXHIBIT 10.5(s) AMENDMENT NO. 2 TO BANK AGREEMENT FOR 12% DEBENTURES - SERIES 6Bank Agreement for 12% Debentures - Series 6 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
AMENDMENT NO. 1 TO BANK AGREEMENT FOR 11% DEBENTURES - SERIES 3Bank Agreement for 11% Debentures - Series 3 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
EXHIBIT 10.5(z) AMENDMENT NO. 2 TO BANK AGREEMENT FOR 11% DEBENTURES - SERIES 8Bank Agreement for 11% Debentures - Series 8 • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
ANDRepresentative's Warrant Agreement • March 10th, 1998 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
EXHIBIT 99.3 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of ______________________, 2000 by and among Grand Court Lifestyles, Inc. and its affiliates, a Delaware corporation and the Official...Asset Purchase Agreement • November 16th, 2000 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Texas
TRANSACTION GUARANTEETransaction Guarantee • June 14th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Ohio
12% DEBENTURES DUE JUNE 30, 2004 SERIES 11Debenture Agreement • December 24th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD OR OTHERWISE TRANSFERRED ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
WITNESSETH:Bank Agreement • December 24th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
Exhibit 99.3 TERM SHEET FOR WORKOUT AGREEMENT 1. Grand Court Lifestyles, Inc. ("GCLS") and the Borrower will enter into an agreement, with approval of the Bankruptcy Court, wherein GCLS and the Borrower will not oppose Pacific Life's ("PL")...Workout Agreement • July 12th, 2000 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
BANK AGREEMENTBank Agreement • February 11th, 1998 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
