Exhibit 2.1(c)
THIRD AMENDMENT TO CONSOLIDATION AGREEMENT
This Third Amendment (Third Amendment) to the
Consolidation Agreement dated as of the 1st day of April, 1996
(the "Consolidation Agreement") between Grand Court Lifestyles,
Inc., a Delaware corporation ("Grand Court"), party of the first
part, and Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx (the "Transferring
Shareholders") and J&B Management Company, a New Jersey
partnership (the "Company"), parties of the second part, is made
as of the 1st day of April, 1996. Capitalization terms not
defined herein shall have the meanings ascribed to them in the
Consolidation Agreement.
W I T N E S S E T H:
- - - - - - - - - -
Whereas, Grand Court, the Transferring Shareholders and
the Company entered into the Consolidation Agreement;
Whereas, Schedule 2.1 of the Agreement is amended by
this Third Amendment to include additional obligations to be
assumed by Grand Court;
Accordingly, the parties hereto agree as follows:
ARTICLE II
Obligations
Schedule 2.1 is hereby amended to include immediately
after clause (i) thereof a new clause (j) as follows:
(j) any and all outstanding obligations and
liabilities of the Company to Bank Leumi
Trust Company of New York and Jericho
State Capital Corp.
ARTICLE III
Miscellaneous
Except as herein specifically amended, all of the
terms, provisions and conditions of the Consolidation Agreement
shall continue to remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Third Amendment to be duly executed as of the day and year first
above written.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxx Xxxxxxx Xxxxxxx X. Xxxxx
J&B MANAGEMENT COMPANY
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
---------------------------- ------------------------------
By: Xxxx Xxxxxxx, Partner By: Xxxxxxx X. Xxxxx, Partner
GRAND COURT LIFESTYLES, INC.
/s/ Xxxx Xxxxxxx /s/ Xxxxxxx X. Xxxxx
---------------------------- ------------------------------
By: Xxxx Xxxxxxx, President By: Xxxxxxx X. Xxxxx, Vice
President
