EXHIBIT 10.5(w)
AMENDMENT NO. 3
TO
BANK AGREEMENT
FOR
11% DEBENTURES - SERIES 7
AMENDMENT NO. 3, DATED AS OF JUNE 26, 1998 (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:
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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 five (5) 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 not be required to
give written notice to the
Purchasers of that 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 5.6(c):
"Section 5.6(c) Application
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of Prepayment. In the event that the Company shall
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effect a voluntary redemption, at any time in its
sale and absolute discretions, of part or all of
the Debentures, without premium or penalty, it
shall be in the Company's sole discretion as to
the mandatory redemption that the prepayment,
resulting from the voluntary redemption, shall be
applied against."
3. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such terms in the
Agreement.
4. 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.
5. 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. 3 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/ Xxxxxx Xxxxxxx
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Name: Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx
Title: President Title: Vice President
