EXHIBIT 10.5(c)
AMENDMENT NO. 2
TO
BANK AGREEMENT
FOR
12% DEBENTURES SERIES 1
AMENDMENT NO. 2, DATED AS OF APRIL 15, 1997 (THE
"AMENDMENT"), TO BANK AGREEMENT, dated as of August 14, 1990 (the
"Agreement"), with respect to 12% Debentures due June 16, 2000,
Series 1 (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
Section 5.6 and inserting in its stead the following Section 5.6:
"Section 5.6. Redemption. Whenever the
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Company 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 5.8:
"Section 5.8. Principal Amount of
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Debentures Payable Without Presentment or
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Surrender. The portion of the unpaid principal
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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 7.11:
"Section 7.11. Matured Set Aside
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Purchase Notes. The Bank shall return promptly
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to the Company matured Set Aside Purchase Notes
(the "Matured Set Aside Purchase 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 5.8. In
addition to the return of those Matured Set Aside
Purchase 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, (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 Section 7.2(c) hereof and the Consent,
Assignment and Agreement described in
Section 7.3(c) hereof, each as relates to such
Matured Set Aside Purchase Note."
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
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Name: Xxxxxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title: President Title: Assistant Vice
President
