EXHIBIT 10.5(v)
AMENDMENT NO. 2
TO
BANK AGREEMENT
FOR
11% DEBENTURES - SERIES 7
AMENDMENT NO. 2, DATED AS OF APRIL 15, 1997 (THE
"AMENDMENT"), TO BANK AGREEMENT, dated as of October 27, 1993
(the "Agreement"), with respect to 11% Debentures due January 15,
2002, Series 7 (the "Debentures") between J&B Management Company
("J&B") and its affiliates: Leisure Centers Inc., J&B Management
Corp., Sulgrave Realty Corporation and Wilmart Development Corp.
(collectively, the "Affiliates") and The Bank of New York (the
"Bank").
W I T N E S S E T H:
--------------------
WHEREAS, J&B, the Affiliates and the Bank have
heretofore entered into the Agreement;
WHEREAS, Grand Court Lifestyles, Inc. (the "Company")
has acquired substantially all of the assets of J&B, subject to
substantially all of J&B's liabilities;
WHEREAS, the Company has assumed the obligations of J&B
relating to the Debentures;
WHEREAS, the Company is successor by merger to each of
the Affiliates; and
WHEREAS, the Company and the Bank desire to amend the
Agreement;
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants herein, the Company and the Bank agree as
follows:
1. The Agreement is hereby amended by deleting
paragraph (a) of Section 5.6 and inserting in its stead the
following:
(a) Whenever the Company shall
effect a voluntary redemption of
part or all of the Debentures,
which shall be without premium or
penalty, or is required to effect
mandatory redemption of part or all
of the Debentures, the Company
shall give written notice thereof
to the Bank at least forty (40)
days prior to the date set forth
for redemption, the manner in which
redemption shall be effected and
all the relevant details thereof.
The Bank shall give written notice
to the Purchasers of that
redemption at least thirty (30)
days prior to the date set forth
for redemption. The Bank shall
register the cancellation of the
whole or a portion of the redeemed
Debentures, as appropriate. In any
event, new debentures will not be
issued to reflect the non-redeemed
portion of the debentures. No
interest shall be payable on the
redeemed portion of a Debenture
from and after the date of
redemption."
2. The Agreement is hereby amended by adding the
following Section 5.7:
"Section 5.7. Principal Amount of
-------------------
Debentures Payable Without Presentment or
------------------------------------------
Surrender. The portion of the unpaid principal
---------
amount of the Debentures and any interest due upon
any redemption or at maturity shall be payable
without presentment or surrender of the
Debentures. Notwithstanding anything herein or in
the Debentures to the contrary, the unpaid
principal amount thereof recorded by the Bank in
its register shall be controlling as to the
remaining unpaid principal amount thereof."
3. The Agreement is hereby amended by adding the
following Section 7.13:
"Section 7.13. Matured Set Aside
-----------------
Purchase Notes and Matured Set Aside Investor
---------------------------------------------
Notes. The Bank shall return promptly to the
------
Company matured Set Aside Purchase Notes (the
"Matured Set Aside Purchase Notes") and matured
Set Aside Investor Notes (the "Matured Set Aside
Investor Notes") after the delivery by the Company
to the Bank of sufficient funds to make payment of
all principal and interest on the Debentures due
upon any redemption or at maturity pursuant to
Section 5.7. In addition to the return of those
Matured Set Aside Purchase Notes and Matured Set
Aside Investor Notes, the Bank shall (i) execute
and deliver to the Company an instrument prepared
by the Company effecting a release by the Bank of
the existing assignment of the security interest
and Purchase Agreement covering the related
Purchased Partnership Interest and Secured
Partnership Interests, (ii) file with the
appropriate governmental authorities indicated by
the Company, financing statements delivered by the
Company to the Bank recording the termination of
the Bank's security interest and assignment
granted under this Bank Agreement and (iii) return
to the Company the Consent and Agreement described
in Sections 7.2(c) and 7.4(c) hereof and the
Consent, Assignment and Agreement described in
Sections 7.3(c) and 7.5(c) hereof, each as relates
to such Matured Set Aside Purchase Note and
Matured Set Aside Investor Notes."
4. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such terms in the
Agreement.
5. This Amendment may be executed in several
counterparts, each of which when executed and delivered shall be
deemed an original and all of which counterparts, taken together,
shall constitute but one and the same Amendment.
6. Except as provided herein, all provisions, terms
and conditions of the Agreement shall remain in full force and
effect. As amended hereby, the Agreement is ratified and
confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed as of the date first above
written.
GRAND COURT LIFESTYLES, INC. THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
--------------------- -------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: President Title: Assistant
Vice President
