EXHIBIT 10.5(i)
AMENDMENT NO. 1
TO
BANK AGREEMENT
FOR
11% DEBENTURES - SERIES 3
AMENDMENT NO. 1, DATED AS OF DECEMBER , 1996 (THE
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"AMENDMENT"), TO BANK AGREEMENT, dated as of October 17, 1991
(the "Agreement"), with respect to 11% Debentures due December
31, 1996, Series 3 (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 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 principal amount of the Debentures
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and any interest then due shall be payable at
maturity 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."
2. The Agreement is hereby amended by adding the
following Section 7.9:
"Section 7.9. Matured Set Aside
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Purchase Notes. The Bank shall return promptly to
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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 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."
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.
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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. 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
