Exhibit
10.24.2


FIRST AMENDMENT TO
DEFENSE AND ESCROW AGREEMENT


This
First Amendment to Defense and Escrow Agreement is made this 28th day of
December 2006 by and among (i) Golf Host Resorts, LLC (formerly Golf Host
Resorts, Inc.), a Delaware limited liability company (“Borrower”), (ii) GTA-IB,
LLC, a Florida limited liability company (“GTA-IB”), (iii) Golf Trust of
America, L.P., a Delaware limited partnership (“Lender”), (iv) Golf Trust of
America, Inc., a Maryland corporation (“GTA Parent”) and (v) Chicago Title
Insurance Company (“Escrow Agent”). 
GTA-IB, Lender and GTA Parent shall be referred to collectively as “GTA”
in this Agreement.


WITNESSETH


WHEREAS,
Borrower, GTA and Escrow Agent entered into that certain Defense and Escrow
Agreement (the “Agreement”) dated as of July 15, 2004 (the “Agreement”); and


WHEREAS,
GTA has consented to the release to Borrower of Seven Hundred Ten Thousand and
No/100 Dollars ($710,000) held in escrow in respect to the Purchase Agreement
(as defined below); and


WHEREAS,
Borrower, GTA and Escrow Agent wish to amend the Agreement; and


NOW,
THEREFORE, KNOW ALL MEN BY THESE PRESENTS that Borrower, GTA and Escrow Agent
agree to amend said Agreement as follows:


1.                                       Section
5.1 is deleted in its entirety and the following is substituted therefor:


5.1                                 Closing
Date and Disbursements.  On the date
of the sale of Parcel F to a third party (the “Closing Date”) pursuant to a
purchase and sale agreement (the “Purchase Agreement”), Escrow Agent shall
disburse a portion of the Proceeds as follows:


(i)                                 FIRST,
in the event Parcel F, LLC, as purchaser under that certain Amended and
Restated Agreement for Sale and Purchase of Real Property—Parcel F, between
Borrower and Parcel F, LLC, dated June 29, 2004 (as amended), is entitled to
and actually receives the return of its Earnest Money deposit in the maximum
amount of Two Hundred Thousand and No/100 Dollars ($200,000) pursuant to the
terms of that certain Second Amendment to Amended and Restated Agreement for
Sale and Purchase of Real Property—Parcel F, dated December 28, 2006, then Borrower
shall receive Two Hundred Thousand and No/100 Dollars ($200,000) or such other
amount equal to the portion of the Earnest Money deposit returned to Parcel F,
LLC.


(ii)                              SECOND,
Ninety Thousand Dollars ($90,000) to GTA-IB (or GTA-IB’s designee), in respect
of fees and related costs, including without limitation, attorneys’ fees,
incurred by GTA-IB in connection with GTA-IB’s negotiation, preparation and
review of any iteration of a Parcel F Development Agreement, whether incurred
before or after the Effective Date (the “Parcel F Development
Agreement”),









 



by and among GTA-IB,
Borrower and Bayfair Innisbrook, L.L.C., a Florida limited liability
corporation or any other purchaser (subject to the provisions of Section 8.2(b)
of the Settlement Agreement) to be consented to by Lender in writing, and all
other documents attached thereto, regardless whether such agreement is
ultimately executed or is effective.


(iii)                           THIRD, Three Hundred Thousand
Dollars ($300,000) to Borrower (i.e., Golf Host Resorts, LLC); and


(iv)                              FOURTH,
to Borrower (or Borrower’s designee) in the following amounts: (a) an amount
respecting the reasonable and actually incurred attorneys’ fees and related
costs paid or payable to Borrower’s Counsel in connection with the defense of
the Lawsuits, which amount shall not exceed Two Million Four Hundred Thousand
Dollars ($2,400,000) in the aggregate for such attorneys fees and related costs
incurred for the period from June 30, 2002 through the Effective Date (the “Maximum
Amount”); and (b) any reasonable and actually incurred attorneys fees and
related costs paid or payable to Borrower’s Counsel in connection with the
defense of the Lawsuits which are incurred after the Effective Date, which
amount (as described in this subpart (b) of Section 5.1) shall not be subject
to any maximum limitation. 
Notwithstanding anything to the contrary in this Agreement, the
Settlement Agreement or the Operational Benefits Agreement, in the event that
Borrower (or its affiliates) recover attorneys’ fees and related costs (or a
portion thereof) from the Plaintiffs of the Lawsuits, such recovered amount
shall be fully disclosed to GTA-IB and shall automatically reduce the Maximum
Amount dollar for dollar to the extent received.


2.                                       Except
as modified herein, the Agreement shall remain unchanged and in full force and
effect.  Each and every term, covenant
and condition of the Agreement is hereby incorporated herein such that the
Agreement and this Modification shall be read and construed as one instrument.


IN WITNESS WHEREOF, the undersigned have executed this
Modification as of the date first above written.


	
  WITNESSES:

  	
   

  	
  BORROWER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Golf Host Resorts, LLC,
  a Delaware limited

  
	
   

  	
   

  	
  liability company

  
	
  /s/ Brandi McClung

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Geimer

  	
   

  
	
  /s/ Mellany Williamson

  	
   

  	
   

  	
  Name:

  	
  Robert Geimer

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GTA-IB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GTA-IB, LLC, a Florida
  limited liability

  
	
   

  	
   

  	
  company

  
	
  /s/ Tracy S. Clifford

  	
   

  	
   

  	
   

  
											



 









 



 


	
  

  	
   

  	
   

  
	
  

  	
   

  	
  By:

  	
  /s/ W. Bradley Blair,
  II

  	
   

  
	
  /s/ Lorraine McKenna

  	
   

  	
   

  	
  Name:

  	
  W. Bradley Blair, II

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LENDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Golf Trust of America,
  L.P., a Delaware

  
	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: GTA GP, Inc., a
  Maryland corporation,

  
	
   

  	
   

  	
   

  	
  its general partner

  
	
  /s/ Tracy S. Clifford

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ W. Bradley Blair,
  II

  	
   

  
	
  /s/ Lorraine McKenna

  	
   

  	
   

  	
   

  	
  Name:

  	
  W. Bradley Blair, II

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GTA Parent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Golf Trust of America,
  Inc., a Maryland

  
	
   

  	
   

  	
  corporation

  
	
  /s/ Tracy S. Clifford

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ W. Bradley Blair,
  II

  	
   

  
	
  /s/ Lorraine McKenna

  	
   

  	
   

  	
   

  	
  Name:

  	
  W. Bradley Blair, II

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ESCROW AGENT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Chicago Title Insurance
  Company

  
	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title: