EX 10.4(k)
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THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED
AND SOLD OR OTHERWISE TRANSFERRED ONLY IF REGISTERED
PURSUANT TO THE PROVISIONS OF THAT ACT OR IF
AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
GRAND COURT LIFESTYLES, INC.
12% DEBENTURES DUE JUNE 30, 2004
SERIES 11
$__________________ _____________________________, 199_
Registered Owner: _______________________________________________
Certificate Number: 0000____
FOR VALUE RECEIVED, the undersigned, Grand Court Lifestyles,
Inc., a Delaware corporation (the "Company"), hereby promises to pay to the
registered owner specified above or registered assigns, the principal amount
specified above on June 30, 2004, together with accrued but unpaid interest.
Interest on the unpaid balance of this Debenture from the date hereof, shall
be payable monthly on the 15th day of each month hereafter if such day is a
Business Day (as hereinafter defined), at the rate of 12% per annum until the
entire principal amount of this Debenture shall have been paid. If such day is
not a Business Day, the next Business Day shall be the date interest on this
Debenture is payable. For the purposes herein, "Business Day" shall mean any
day other than a day on which The Bank of New York is authorized to remain
closed in New York City. Interest on any overdue principal (including any
overdue prepayment of principal) and (to the extent permitted under applicable
law) on any overdue installment of interest, at the rate of 12% per annum
until paid, shall be payable monthly as aforesaid or, at the option of the
holder hereof, on demand. Interest shall be computed on the basis of a year of
360 days.
Payments of principal and interest shall be made in lawful
money of the United States of America by check mailed to the address of the
registered owner of this Debenture at the registered owner's address as it
appears in the register.
This Debenture is one of the 12% Debentures Due June 30,
2004 of the Company (the "Debentures"), originally issued in the principal
amount of $__________________ pursuant to the Subscription Agreement, dated as
of ________________, 1997 (the "Subscription Agreement"), between the Company
and the purchaser named therein, and the Bank Agreement, dated as of July 25,
1997 (the "Bank Agreement") between the Company and The Bank of New York (the
"Bank"). Reference is hereby made to the Subscription Agreement and the Bank
Agreement and to all amendments and supplements thereto for a description of
the terms and conditions upon which this Debenture is issued and the rights,
duties and obligations of the Company, the Bank and the holder of this
Debenture. Copies of the Subscription Agreement and the Bank Agreement are on
file in the principal corporate trust office of the Bank.
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This Debenture will be without recourse to the officers,
directors, and shareholders of Grand Court Lifestyles, Inc.
This Debenture shall be governed by the laws of the State of
Delaware.
IN WITNESS WHEREOF, the Company has caused this Debenture to
be executed by its officer thereunto duly authorized, the day and year first
above written.
GRAND COURT LIFESTYLES, INC.
By:________________________________
Name:
Title:
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CERTIFICATE OF AUTHENTICATION
This Debenture is one of the Debentures of the issue
described in the within mentioned Bank Agreement.
THE BANK OF NEW YORK
By:____________________________
Authorized Signatory
Date of Authentication: ________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and
transfers unto __________________________ the within Debenture and does hereby
irrevocably constitute and appoint __________________________ attorney to
transfer the said Debenture on the books kept for registration thereof, with
full power of substitution in the premises.
Date:________________ ____________________________
Signature Guaranteed:
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NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears upon the face of the within Debenture
in every particular, without alteration or enlargement or any change
whatever.
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