EXHIBIT 10.5(d)
AMENDMENT NO. 3
TO
BANK AGREEMENT
FOR
12% DEBENTURES - SERIES 1
AMENDMENT NO. 3, DATED AS OF JUNE 26, 1998 (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
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the 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 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 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. Capitalized terms used herein and not otherwise
defined shall have the meaning assigned to such terms in the
Agreement.
3. 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.
4. 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
