Exhibit
10.29.2


LOAN SATISFACTION
AND TERMINATION OF ASSIGNMENT OF DEFENSE AND ESCROW AGREEMENT


WHEREAS,
Golf Trust of America, L.P. (“GTA”) and
Elk Funding, L.L.C. (“Elk Funding”)
entered into that certain Loan Agreement dated July 15, 2004 (the “Loan Agreement”) pursuant to which
Elk Funding made a loan to GTA in the amount of Two Million and No/100 Dollars
($2,000,000) as evidenced by Promissory Note A (“Note
A”) in the amount of Seven Hundred Thousand and No/100 Dollars
($700,000) and Promissory Note B (“Note B”) in
the amount of One Million Three Hundred Thousand and No/100 Dollars
($1,300,000), both dated July 15, 2004 (the Loan Agreement, Note A and Note B
are collectively referred to herein as the “Loan
Documents”);


WHEREAS,
Note B was previously satisfied and terminated by mutual agreement of the
parties;


WHEREAS,
Note A is secured by that certain Assignment of Defense and Escrow Agreement
between GTA and Elk Funding, dated July 15, 2004, assigning to Elk Funding a
security interest in the Defense and Escrow Agreement among GTA and others
dated July 15, 2004;


WHEREAS,
in consideration of the satisfaction of Note A, the Defense and Escrow
Agreement is being amended simultaneously herewith to waive GTA’s rights
pursuant to that agreement to receive certain payments from the sale of a
parcel of real property known as Parcel F;


WHEREAS,
in further consideration of the satisfaction of Note A, GTA will consent to the
extension of the closing deadline and all other terms of and under that certain
Second Amendment to Amended and Restated Agreement for Sale and Purchase of
Real Property – Parcel F  between Golf
Host Resorts, LLC (“Golf Host”) and Parcel F,
L.L.C. (the “Second Amendment”);


WHEREAS,
in further consideration of the satisfaction of Note A, GTA will waive any and
all rights it now has or may have pursuant to the Parcel F Agreement, including
any amendments or extensions thereof, to receive reimbursement of its legal
fees related the sale of Parcel F; and


WHEREAS,
the parties hereto desire to terminate the Loan Agreement, declare Note A paid
in full and satisfied, and to release each other from any further obligations
under the Loan Documents.


NOW,
THEREFORE, KNOW ALL MEN BY THESE PRESENTS that:


1.                                       Elk
Funding does hereby consent to the First Amendment to the Defense and Escrow
Agreement.









 



2.             At such time as Golf Host receives the sum of Seven
Hundred Ten Thousand and No/100 Dollars ($710,000) pursuant to the terms of
Section 2 of the Second Amendment:


 


a.               the
debt evidenced by Note A shall be deemed to have been paid in full and satisfied.


 


b.              the
Loan Documents shall be deemed to be terminated and neither party shall have
any further obligations under any of the Loan Documents.


 


c.               the  Assignment of Defense and Escrow Agreement and
the security interest created therein shall be deemed to be terminated.


 


[Signature page
follows]









 



IN
WITNESS WHEREOF, the undersigned has hereunto set its hand and seal this 28th
day of December, 2006.


 


	
  WITNESSES:

  	
   

  	
  Elk Funding, L.L.C.

  
	
   

  	
   

  	
   

  
	
  /s/ Brandi
  McClung

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Geimer

  	
   

  
	
  /s/ Mellany
  Williamson

  	
   

  	
   

  	
  Its:

  	
  Vice President