FORM OF AMENDED AND RESTATED REGULATIONS AND OPERATING AGREEMENTGrand Court Lifestyles Inc • May 3rd, 1999 • Services-nursing & personal care facilities • Texas
REPRESENTATIVE'S WARRANT AGREEMENTWarrant Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
Exhibit 1.1 1,500,000 SHARES OF COMMON STOCK 1,500,000 SHARES OF % SENIOR CONVERTIBLE REDEEMABLE PREFERRED STOCK -- GRAND COURT LIFESTYLES, INC. UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of October 1, 1998 (this "Agreement"), of GRAND COURT LIFESTYLES, INC., a Delaware corporation (the "Company"), in favor of the Holders of the Registrable Securities (as...Registration Rights Agreement • October 8th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
GRAND COURT LIFESTYLES, INC. 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENTGrand Court Lifestyles Inc • March 10th, 1998 • Services-nursing & personal care facilities • New York
LOAN AGREEMENTLoan Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
GUARANTY AGREEMENT ------------------Guaranty Agreement • February 7th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Texas
SECOND AMENDMENT TO ASSUMPTION AGREEMENT SECOND AMENDMENT TO ASSUMPTION AGREEMENT dated as of the 31st day of October, 1997 between GRAND COURT LIFESTYLES, INC., a Delaware corporation, having an office at One Executive Drive, Fort Lee, New Jersey...Assumption Agreement • December 24th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
THE BANK OF NEW YORK, TRUSTEE INDENTUREIndenture • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
Exhibit 1.3 1,500,000 SHARES OF COMMON STOCK 1,500,000 SHARES OF PREFERRED STOCK GRAND COURT LIFESTYLES, INC. AGREEMENT AMONG UNDERWRITERS ----------------------------Grand Court Lifestyles Inc • March 10th, 1997 • Services-nursing & personal care facilities • New York
TO INDENTURE DATED AS OF OCTOBER 1, 1998Indenture • June 14th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
between CAPSTONE CAPITAL CORPORATION a Maryland corporationConsent and Agreement • February 7th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Alabama
Exhibit 1.4 GRAND COURT LIFESTYLES, INC 1,500,000 SHARES OF STOCK (1) 1,500,000 SHARES OF PREFERRED STOCK (2) SELECTED DEALER AGREEMENT ------------------------- Ladies and Gentlemen: 1. Registration under the Securities Act of 1933, as amended (the...Selected Dealer Agreement • March 10th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
LINE OF CREDIT fromCredit Agreement • June 14th, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Ohio
AMENDMENT NO. 2 TO BANK AGREEMENT FOR 12% DEBENTURES SERIES 5Bank Agreement • May 3rd, 1999 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
TRANSACTION GUARANTEEGrand Court Lifestyles Inc • June 14th, 1999 • Services-nursing & personal care facilities • Ohio
RECITALS:Asset Purchase Agreement • January 10th, 2001 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Delaware
W I T N E S S E T H: - - - - - - - - - -Consolidation Agreement • May 15th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
RECITALS:Asset Purchase Agreement • February 15th, 2001 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Delaware
AND'S Warrant Agreement • March 10th, 1998 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
1 Adrian MI Knightsbridge Associates, L.P. Grand Court-Adrian 2 Albuquerque NM Manchester Manor, L.P. Grand Court-Albuquerque 3 Belleville IL Essex Associates, Inc. Belleville 4 Bristol VA Bayswater Associates, L.P. Liberty Place-Bristol House 5 Bryan...Grand Court Lifestyles Inc • November 16th, 2000 • Services-nursing & personal care facilities
GRAND COURT LIFESTYLES, INC., ISSUERGrand Court Lifestyles Inc • September 14th, 1999 • Services-nursing & personal care facilities • New York
EXHIBIT 99.3 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of ______________________, 2000 by and among Grand Court Lifestyles, Inc. and its affiliates, a Delaware corporation and the Official...Asset Purchase Agreement • November 16th, 2000 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • Texas
12% DEBENTURES DUE JUNE 30, 2004 SERIES 11Grand Court Lifestyles Inc • December 24th, 1997 • Services-nursing & personal care facilities
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED AND SOLD OR OTHERWISE TRANSFERRED ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THAT ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
WITNESSETH:Bank Agreement • December 24th, 1997 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
GRAND COURT LIFESTYLES, INC. 3,000,000 Shares of Common Stock AGREEMENT AMONG UNDERWRITERSGrand Court Lifestyles Inc • March 10th, 1998 • Services-nursing & personal care facilities • New York
Exhibit 99.3 TERM SHEET FOR WORKOUT AGREEMENT 1. Grand Court Lifestyles, Inc. ("GCLS") and the Borrower will enter into an agreement, with approval of the Bankruptcy Court, wherein GCLS and the Borrower will not oppose Pacific Life's ("PL")...Term Sheet for Workout Agreement • July 12th, 2000 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities
BANK AGREEMENTBank Agreement • February 11th, 1998 • Grand Court Lifestyles Inc • Services-nursing & personal care facilities • New York
