Exhibit 2.1(d)
FOURTH AMENDMENT TO CONSOLIDATION AGREEMENT
This Fourth Amendment ("Fourth Amendment") to the
Consolidation Agreement dated as of the 1st day of April, 1996
(the "Consolidation Agreement") between Grand Court Lifestyles,
Inc., a Delaware corporation ("Grand Court"), party of the first
part, and Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx (the "Transferring
Shareholders") and J&B Management Company, a New Jersey
partnership (the "Company"), parties of the second part, is made
as of the 1st day of April, 1996. Capitalization terms not
defined herein shall have the meanings ascribed to them in the
Consolidation Agreement.
W I T N E S S E T H:
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Whereas, Grand Court, the Transferring Shareholders and the
Company entered into the Consolidation Agreement;
Whereas, Grand Court, the Transferring Shareholders and the
Company desire to amend Schedule 1.2 of the Agreement by this
Fourth Amendment to include additional interests to be
transferred by the Transferring Shareholders to Grand Court;
Accordingly, the parties hereto agree as follows:
ARTICLE II
Obligations
Schedule 1.2 is hereby amended to include immediately after
clause (f) thereof new clauses (g) through (i) as follows:
(g) interests in Leisure Centers, LLC-II, a Texas limited
liability Company;
(h) interests in Leisure Centers, LLC-III, a Texas limited
liability Company; and
(i) interests in Leisure Centers, LLC-IV, a Texas limited
liability Company.
ARTICLE III
Miscellaneous
Except as herein specifically amended, all of the terms,
provisions and conditions of the Consolidation Agreement shall
continue to remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Fourth Amendment to be duly executed as of the day and year first
above written.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxx Xxxxxxx Xxxxxxx X. Xxxxx
J & B MANAGEMENT COMPANY
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
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By: Xxxx Xxxxxxx, Partner By: Xxxxxxx X. Xxxxx, Partner
GRAND COURT LIFESTYLES, INC.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
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By: Xxxx Xxxxxxx, President By: Xxxxxxx X. Xxxxx, Vice-
President
