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 Xxx Xxxxxxxxx Xxxxx, Xxxx Xxx, Xxx Xxxxxx 00000 ("Grand"),
Sterling National Bank, formerly known as Sterling National Bank & Trust
Company of New York, having an office at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 ("Sterling"), Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx.
W I T N E S S E T H:
WHEREAS, J&B Management Company ("J&B") executed and delivered that
certain Loan Agreement dated May 7, 1985 (the "Loan Agreement"), between J&B
and Sterling; and
WHEREAS, Sterling, Grand, Xxxx Xxxxxxx and Xxxxxxx X. Xxxxx entered
into that certain Assumption Agreement dated September 10, 1996, which
agreement was amended as of September 10, 1996 (the "Assumption Agreement");
and
WHEREAS, the parties hereto desire to amend paragraph 2 of the
Assumption Agreement as amended;
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other
good and valuable consideration, the receipt of sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. The third sentence of Section 2 of the Assumption Agreement as
amended is deleted and replaced with the following:
Section 3.15(a) of the Loan Agreement is amended to (i)
delete the phrase "150%" and insert, in lieu thereof, the phrase
"600%" and (ii) delete the reference to "for the semi-annual period
ended December 31, 1984".
2. To the extent that any of the terms, covenants and provisions of
this Amendment shall be inconsistent with the provisions contained in the
Assumption Agreement as amended or Loan Documents, then the provisions hereof
shall govern and control.
3. The Assumption Agreement as amended may not be terminated or
modified, except by an instrument in writing subscribed by the party against
whom enforcement of such modification, change, waiver, discharge or
termination is sought.
4. All of the terms, conditions, warranties, representations and
covenants of this Amendment shall apply and be binding upon, and shall inure
to the benefit of, each party, and their respective successors and assigns.
5. The Assumption Agreement as amended may be executed in any number
of counterparts and each counterpart will, for all purposes, be deemed to be
an original, and all counterparts will together constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Assumption Agreement as of the date and year first above written.
GRAND COURT LIFESTYLES, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
STERLING NATIONAL BANK
By: /s/ Xxx Xxxxxxx
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Executive Vice President
