EXHIBIT 10.5(bb)
AMENDMENT NO. 1
TO
BANK AGREEMENT
FOR
12% DEBENTURES - SERIES 9
AMENDMENT NO. 1, DATED AS OF APRIL 15, 1997 (THE
"AMENDMENT"), TO BANK AGREEMENT, dated as of September 12, 1994
(the "Agreement"), with respect to 12% Debentures due September
15, 2001, Series 9 (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:
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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
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Without Presentment or Surrender. The portion of
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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
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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. 1 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
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Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title President Title: Assistant
Vice President
