Exhibit 2.1(e)
FIFTH AMENDMENT TO CONSOLIDATION AGREEMENT
This Fifth Amendment ("Fifth 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:
- - - - - - - - - -
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
Fifth Amendment relating to the transfer of interests in Twin
Lakes L.C., by the Transferring Shareholders to Grand Court;
Accordingly, the parties hereto agree as follows:
ARTICLE I
Stock and Interests Acquired by Buyer
Schedule 1.2 is hereby amended by deleting paragraph
(a) and inserting in its stead the following:
(a) each Transferring Shareholder shall transfer a 49%
interest in Twin Lakes L.C., a Florida limited
liability company.
ARTICLE II
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
Fifth Amendment to be duly executed as of the day and year first
above written.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------- -------------------------
Xxxx Xxxxxxx Xxxxxxx X. Xxxxx
J & B MANAGEMENT COMPANY
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------- -------------------------
By: Xxxx Xxxxxxx, Partner By: Xxxxxxx X. Xxxxx, Partner
GRAND COURT LIFESTYLES, INC.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
-------------------------- -------------------------
By: Xxxx Xxxxxxx, President By: Xxxxxxx X. Xxxxx,
Vice President
