Exhibit 10.9(a)
FIRST AMENDMENT TO ASSUMPTION AGREEMENT
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FIRST AMENDMENT TO ASSUMPTION AGREEMENT dated as of the 10th
day of September, 1996 between GRAND COURT LIFESTYLES, INC., a
Delaware corporation, having an office at Xxx Xxxxxxxxx Xxxxx,
Xxxx Xxx, Xxx Xxxxxx 00000 ("Grand"), Sterling National Bank &
Trust Company of New York, having an office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Sterling"), Xxxx Xxxxxxx and
Xxxxxxx X. Xxxxx.
W I T N E S S E T H:
WHEREAS, J&B Management Company ("J&B") executed that
certain Loan Agreement dated May 7, 1985 (the "Loan Agreement"),
between J&B and Sterling to borrow from and repay Sterling, on a
revolving basis, an amount not to exceed $15 million;
WHEREAS, Sterling, Grand, Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx
entered into that certain Assumption Agreement dated September
10, 1996 (the "Assumption Agreement") whereby Grand assumed J&B's
obligations under the terms of the Loan Agreement except as
limited by paragraph 7(iii) of the Assumption Agreement;
WHEREAS, pursuant to paragraph 3 of the Assumption
Agreement, Grand represented that all representations contained
in the Loan Agreement, as modified by the Assumption Agreement,
are true and correct as of the date of the Assumption Agreement;
WHEREAS, it is necessary to amend paragraph 3 of the
Assumption Agreement to correct such representation;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Section 3 of the The Assumption Agreement is deleted and
replaced with the following:
Grand hereby ratifies and confirms all of the terms,
covenants and conditions contained in the Loan
Documents, and represents that all of the
representations and warranties set forth in the Loan
Documents except for the representations contained in
(i) Section 3.16 of the Loan Agreement relating to the
condition of the projects owned by Owing Partnerships
affiliated with the following partnerships: Xxxxxxxxxxx
Associates, Drake Associates, Gateway Nine Associates,
Gateway Ten Associates, Golden Home Associates, Monroe
Place Associates, New Iberia Associates, Newport
Associates, Oak Hills Associates, Silver Springs
Associates, and Whitney Associates (collectively the
"Relevant Owning Partnerships"), (ii) Section 3.1 as
such representations relate to the Relevant Owning
Partnerships, (iii) Section 3.8 as such representations
relate to the Relevant Owning Partnerships and (iv)
Section 3.10 as such representations relate to the
Relevant Owning Partnerships, as modified by the
Assumption Agreement, are true and correct as of the
date hereof.
2. Xxxxxxx and Xxxxx agree to guarantee the liabilities of
Grand which are secured by investor notes payable to Xxxxxxxxxxx
Associates, Gateway Nine Associates, Monroe Place Associates, New
Iberia Associates, Newport Associates, Oak Hills Associates,
Silver Springs Associates, and Whitney Associates and to execute
a guaranty of all liabilities and security agreement relating to
such liabilities. The liabilities secured by investor notes
which are payable to Golden Home Associates, Gateway 10
Associates and Drake Associates were previously guaranteed by
Xxxxxxx and Xxxxx.
3. To the extent that any of the terms, covenants and
provisions of this Amendment shall be inconsistent with the
provisions contained in the Assumption Agreement or Loan
Documents, then the provisions hereof shall govern and control.
4. This Amendment may not be terminated or modified,
except by an instrument in writing subscribed by the party
against whom enforcement of such modification, change, waiver,
discharge or termination is sought.
5. All of the terms, conditions, warranties,
representations and covenants of this Amendment shall apply and
be binding upon, and shall inure to the benefit of, each party,
and their respective successors and assigns.
6. This Amendment may be executed in any number of
counterparts and each counterpart will, for all purposes, be
deemed to be an original, and all counterparts will together
constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Assumption Agreement on the date and year first above written.
GRAND COURT LIFESTYLES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
STERLING NATIONAL BANK & TRUST
COMPANY OF NEW YORK
By: /s/ X. X. Xxxxxxx
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Executive Vice President
