EXHIBIT 4.0(c)
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GRAND COURT LIFESTYLES, INC.,
ISSUER
TO
THE BANK OF NEW YORK,
TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF MAY 3, 1999
TO
INDENTURE
DATED AS OF OCTOBER 1, 1998
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FIRST SUPPLEMENTAL INDENTURE, dated as of May 3, 1999 between GRAND COURT
LIFESTYLES, INC., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Company"), having its principal office
at 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000, and THE BANK
OF NEW YORK, a New York banking corporation, having its principal corporate
trust office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Trustee (herein
called the "Trustee"), as Trustee under the Indenture dated as of October 1,
1998 (hereinafter called the Indenture);
WHEREAS, Section 1201 of the Indenture provides, among other things, that
the Company and the Trustee may enter into one or more supplemental indentures,
without consent of any Holders, to cure any ambiguity, to correct or supplement
any provision of the Indenture which may be defective or inconsistent with any
other provision thereof, or to make any other changes to the provisions hereof
or to add other provisions with respect to matters or questions arising under
this Indenture, provided that such other changes or additions shall not
adversely affect the interests of the Holders of Securities of any series or
Tranche in any material respect;
WHEREAS, the Company determined to amend Sections 801, 802 and 807 of the
Indenture, as permitted by said Section 1201 of the Indenture.
NOW, THEREFORE, for and in consideration of the premises, it
is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Securities or of series thereof, as follows:
ARTICLE ONE
AMENDMENTS TO THE INDENTURE
SECTION 101. The Company hereby amends Subsection (b) of Section 801 of the
Indenture to read in its entirety as follows:
"(b) default in the performance of, or breach of, any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in the performance of which or breach of which is
elsewhere in this Section specifically dealt with or which has
expressly been included in this Indenture solely for the benefit of one
or more series of Securities other than such series) and continuance of
such default or breach for a period of 90 days after there has been
given, by registered or certified mail, to the Company by the Trustee,
or to the Company and the Trustee by the Holders of a majority in
principal amount of the Outstanding Securities of such series, a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default"
hereunder, unless the Trustee, or the Trustee and the Holders of a
principal amount of Securities of such series not less than the
principal amount of Securities the Holders of which gave such notice,
as the case may be, shall agree in writing to an extension of such
period prior to its expiration; provided, however, that the Trustee, or
the Trustee and the Holders of such principal amount of Securities of
such series, as the case may be, shall be deemed to have agreed to an
extension of such period if corrective action is initiated by the
Company within such period and is being diligently pursued; or"
SECTION 102. The Company hereby amends the first paragraph of Section 802 of the
Indenture to read in its entirety as follows:
"If an Event of Default shall have occurred and be continuing with
respect to Securities of any series at the time Outstanding, then in
every such case the Holders of a majority in principal amount of the
Outstanding Securities of such series may declare the principal amount
(or, if any of the Securities of such series are Discount Securities,
such portion of the principal amount of such Securities as may be
specified in the terms thereof as contemplated by Section 301) of all
of the Securities of such series to be due and payable immediately, by
a notice in writing to the Company (and to the Trustee if given by
Holders), and upon receipt by the Company of notice of such declaration
such principal amount (or specified amount) shall become immediately
due and payable; provided, however, that if an Event of Default shall
have occurred and be continuing with respect to more than one series of
Securities, the Holders of a majority in aggregate principal amount of
the Outstanding Securities of all such series, considered as one class,
may make such declaration of acceleration, and not the Holders of the
Securities of any one of such series."
SECTION 103. The Company hereby amends the Subsection (b) of Section 807 of the
Indenture to read in its entirety as follows:
"(b) the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class,
shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee
hereunder;"
ARTICLE TWO
MISCELLANEOUS PROVISIONS
SECTION 201. Subject to the amendments provided for in this First Supplemental
Indenture, the terms defined in the Indenture shall, for all purposes of this
First Supplemental Indenture, have the meanings specified in the Indenture.
SECTION 202. This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the day and year first above written.
GRAND COURT LIFESTYLES, INC.
By: /s/ Xxxxxxxxx Xxxxxxx
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THE BANK OF NEW YORK,
as Trustee
By: /s/Xxxxxxx Xxxxxxxxxxx
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