Exhibit 10.22.3


 


AMENDED AND
RESTATED LOAN AGREEMENT


 


THIS AMENDED AND RESTATED LOAN AGREEMENT
(the “Loan Agreement”) is made effective as of the             
day of August, 2005, by and between TEXTRON
FINANCIAL CORPORATION, a Delaware corporation (“Textron”), and GTA STONEHENGE, LLC, a South Carolina
limited liability company (“Borrower”).


 


RECITALS


 


A.            Pursuant
to the terms of a certain Loan Agreement dated March 18, 2004 between
Textron and Borrower, Textron agreed to advance to Borrower a revolving loan in
the principal amount of up to Two Million One Hundred Thousand and 00/100
Dollars ($2,100,000.00) (the “Prior Loan Agreement”).


 


B.            Pursuant
to the terms of a certain loan modification commitment dated June 29, 2005
(the “Modification Commitment”), Textron has agreed to amend and increase the
principal amount of the revolving loan by an additional Two Million One Hundred
Thousand and 00/100 Dollars ($2,100,000.00) to provide Borrower a revolving
loan with an aggregate principal amount of up to Four Million Two Hundred
Thousand and 00/100 Dollars ($4,200,000.00) (the “Loan”).  The Loan is evidenced and/or secured by (a) the
Modification Commitment; (b) a first lien Leasehold Mortgage, Security
Agreement and Fixture Filing (“Leasehold Mortgage”) from Borrower to Textron,
dated March 18, 2004, encumbering Borrower’s leasehold interest in and to
certain real properties (the “Real Property”) located in Richland County, South
Carolina, and described more particularly in the Leasehold Mortgage and
encumbering certain personal property described more particularly on Exhibit “B”
(the “Personal Property”, with the Real Property and Personal Property being
collectively referred to as the “Property”) to the Leasehold Mortgage, as
modified by that certain Notice of Future Advance, Note, Mortgage and Loan
Document Modification Agreement of even date herewith from Borrower (the “Mortgage
Modification”) (the Leasehold Mortgage and the Mortgage Modification are
collectively referred to as the “Leasehold Mortgage”); (c) an Assignment
of Leases, Rents and Contracts dated March 18, 2004, assigning Borrower’s
interest in the leases and rents from the Property (the “Assignment”); (d) a
Revolving Promissory Note dated March 18, 2004 as amended and restated by
that certain Amended and Restated Revolving Promissory Note of even date
herewith by Borrower in favor of Textron in the principal amount of up to Four
Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00) (the “Revolving
Note”); (e) the Prior Loan Agreement, as amended and restated by this Loan
Agreement; and; (f) such other documents which recite that they have been
given as security for the Revolving Note (all the aforementioned documents
shall herein be referred to as “Security Documents”).  The Revolving Note is guaranteed by Golf
Trust of America, L.P., a Delaware limited partnership (“Guarantor”), pursuant
to that certain Guaranty Agreement dated March 18, 2004, executed by
Guarantor (the “Guaranty”).  The
Revolving Note, the Leasehold Mortgage, the Assignment, the Security Documents,
the Mortgage, and the Guaranty are collectively called the “Loan Documents”.


 


C.            The
Modification Commitment provides that the Loan will be disbursed to Borrower in
advances, subject to the satisfaction of certain conditions precedent.  Concurrently


 





















 


herewith, Textron is advancing
to Borrower the initial advance in the amount of
                                           ,
(the “First Advance”).


 


D.            Textron
and Borrower now wish to enter into this Loan Agreement, inter alia, to set
forth the terms and conditions upon which Textron will make Advances of the
Loan to Borrower after the First Advance.


 


NOW, THEREFORE, for and in consideration of the promises and covenants
herein contained, as well as the sum of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged by the parties hereto, Textron and Borrower agree as
follows:


 


1.             Revolving Loan and
Agreement to Advance. Subject to the terms hereof, all or part of the
principal amount evidenced by the Revolving Note may be borrowed (and to the
extent any principal amount advanced is repaid by Borrower, such sum may be
borrowed again) prior to the maturity date hereof, but only in accordance with
this Loan Agreement and only if Borrower is not in default under the Revolving
Note or any of the other documents securing or executed in connection with the
Revolving Note. At no time however, shall the outstanding principal balance at
any point in time under this Revolving Note exceed the Four Million Two Hundred
Thousand and 00/100 Dollars ($4,200,000.00); provided, furthermore, under no
circumstance shall the outstanding principal balance at any time exceed the
amount permitted under this Loan Agreement. Upon the written request of
Borrower, and upon the satisfaction of each of the conditions hereafter set
forth, Textron agrees to advance to Borrower additional advances of the Loan in
excess of the First Advance (each a “Revolver Advance” and, collectively the “Revolver
Advances”, with the First Advance and Revolver Advances being collectively
referred to as the “Advances”) in an amount equal to at least One Hundred
Thousand Dollars ($100,000.00) per advance (unless less than One Hundred
Thousand Dollars ($100,000.00) remains to be advanced, in which event a lesser
amount equal to the remaining amount may be advanced), until the aggregate of
the First Advance and the Revolver Advances outstanding at any time totals Four
Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00).


 


2.             Revolver Advances.  Textron’s obligation to fund any Revolver
Advance(s) shall be conditioned upon the satisfaction of each of the following
conditions precedent with respect to each Revolver Advance:


 


(a)           Borrower
shall deliver to Textron a Compliance Certificate in form and content attached
hereto as Exhibit A, signed by a duly authorized corporate officer of
Borrower, certifying that the information and statements therein are true and
correct.


 


(b)           Borrower
shall have provided evidence satisfactory to Textron that (x) gross revenues
attributable to the Property for the most recent twelve (12) month period have
not decreased from gross revenues from any prior twelve (12) month period by
thirty percent (30%) or more and (y) Net Operating Income attributable to the
Real Property during the most recent twelve (12) month period has not decreased
from Net Operating Income for any prior twelve (12) month period by twenty
percent (20%) or 


 


2





















 


more.  Such evidence shall be in
the form of the financial information required pursuant to Section 1.12 of
the Leasehold Mortgage.


 


(c)           Borrower
must maintain a 1.30:1 Debt Service Coverage Ratio (as defined in the Leasehold
Mortgage) on the immediately trailing twelve months cash flow to draw any
future advances.


 


(d)           Borrower
shall not be entitled to receive more than one Revolver Advance per thirty (30)
day period.


 


(e)           There
shall not have occurred any Event of Default under the Leasehold Mortgage or any
other Loan Document which has not been cured within any applicable cure period
nor shall there have occurred any event which with notice, the passage of time,
or both, would constitute an Event of Default under the Leasehold Mortgage or
any other Loan Document.


 


(f)            Borrower
shall have demonstrated a satisfactory payment history with respect to the
Loan.


 


(g)           Textron
shall have determined that Borrower has not deferred any maintenance or
otherwise limited expenses in order to achieve the required Debt Service
Coverage Ratio.


 


(h)           Borrower
shall obtain and deliver to Textron, at Borrower’s sole cost and expense, an
endorsement to the mortgagee’s policy of title insurance (the “Title Policy”)
issued to Textron concurrently with the effective date of this modification,
which endorsement shall: (i) “down-date” the effective date of the Title
Policy to the date of the requested Advance; and (ii) contain no
additional exceptions to coverage which were not included in the Title Policy.


 


Borrower acknowledges
and agrees that if any of the certifications under the Compliance Certificate
are not true and correct in all material respects, said event shall
immediately constitute a default under the Loan Documents and immediately
entitle Textron to all rights and remedies under the Loan Documents.  Borrower acknowledges that with respect to
said event, it shall not have any notice or cure period, except for any
misstatement that does not materially adversely affect the value or operation
of the Property as determined by Textron (“Minor Breach”), in which case,
Textron agrees to allow Borrower fifteen (15) days after notice of the Minor
Breach to cure said Minor Breach, or such longer period of time as reasonably
deemed necessary if Textron determines said cure can not be effectuated within
fifteen (15) days. If Borrower fails to cure the Minor Breach within said
fifteen (15) days, then Borrower shall immediately pay back to Lender the funds
disbursed by Lender in reliance upon the Certificate containing the Minor
Breach (excluding the initial advance), together with accrued interest on said
amounts based upon the Basic Interest Rate from the date of disbursement to the
date the funds are returned.


 


3.             Security for
Advances.  The Advance(s) made by
Textron shall be evidenced by the Revolving Note and shall be secured by the
Leasehold Mortgage and the other Loan


 


3





















 


Documents. 
The amount of the Advance(s) shall bear interest pursuant to the terms
of the Note, as of the date on which the

Advance(s) is disbursed by Textron to Borrower.


 


4.             Authority to
Request Advances.  By execution of
this Loan Agreement, Borrower authorizes Textron to make the Revolver
Advance(s) upon the written request of W. Bradley Blair, II, or such other
individual as may hereafter be authorized in a written notice by Borrower to
Textron (and Textron may rely on any such designation without inquiring into
its validity).  Borrower agrees that: (a) Textron
is not acting as agent or trustee for Borrower; (b) Textron will not be
held accountable for any Revolver Advance(s) made in good faith; (c) all
Advances made prior to the receipt of written notice of revocation of any
designation pursuant to this Section 3 shall be deemed advanced in good
faith; and (d) relocation of the agency granted herein by Borrower can be
accomplished only by thirty (30) days’ prior written notice to Textron.


 


5.             Unused Line Fee.  Borrower shall pay to Textron a monthly fee
for the unused line (the “Unused Fee”) in arrears on the first day of each
month for the immediately preceding month and on the maturity date.  The amount of the Unused Fee shall be
calculated by multiplying .25% per annum by the difference between the Loan
amount of Four Million Two Hundred Thousand and 00/100 Dollars ($4,200,000.00)
and the average of the outstanding principal balance of the Loan during the
preceding month.


 


6.             Representations
and Covenants.


 


(a)           Deposit
Account.  Borrower represents and
warrants that Borrower shall deposit into Borrower’s operating account
maintained with Wachovia Bank, N.A. any and all funds, revenue and proceeds
received from the use and operation of the Property (the “Deposit Account”).  Furthermore Borrower represents and covenants
to use said funds strictly to pay only operating costs of the Property and the
rent payments due under the GTA Lease (as defined in the Leasehold Mortgage),
unless Borrower otherwise receives Lender’s written consent to use said funds
for any other purpose, provided, however, upon the occurrence of an Event of
Default under the Leasehold Mortgage or the Mortgage), Borrower shall no longer
be permitted to withdraw any funds in said Deposit Account and Lender may
exercise any and all rights with respect to the Deposit Account under this
Agreement, the Pledge Agreement and the Deposit Account Control Agreement.  Borrower hereby pledges and assigns to Lender
and grants Lender the security interest in, all funds, revenues and proceeds
now or hereafter deposited into the Deposit Account pursuant to the Pledge Agreement
dated March 18, 2004, and said Pledge Agreement is hereby ratified and
reaffirmed.


 


(b)           Compliance
with Laws and Permits.  The use of
the Property as a golf course will not violate (i) any applicable law,
regulation, ordinance or order of any kind whatsoever (including any such laws
relating to zoning, building and environmental protection), or (ii) any
permit or license issued with respect to the Property.  The Property is in compliance with all
applicable laws, regulations, ordinances and orders applicable thereto,
including the applicable requirements of the Americans with Disabilities Act of
1990, as amended.  Borrower shall comply
with all building, zoning, permitting, fire, health, environmental, disability
and use laws, codes, ordinances, rules and regulations, which are in any
way applicable to the Property, the improvements or any part thereof


 


4





















 


(c)           Permits.  Borrower represents and covenants that all
necessary and required franchises, licenses, authorizations, registrations,
permits and approvals for the use and occupancy of the Property have been
obtained from all governmental authorities having jurisdiction over the
Property so as to permit the operation of the Property as herein contemplated.  Borrower has provided Lender with true and
correct copies of all of the certificates of occupancy and other licenses,
permits and approvals respecting the Property, and such permits and approvals
remain in full force and effect without modification or exception.


 


7.             Recorded Documents.  Borrower
shall, or cause Guarantor to, duly and punctually perform, observe and comply
in all material respects with all of the (i) covenants, conditions and
restrictions of record, including but not limited to that certain Amended and
Restated Club Access and Use Agreement, as amended by those certain amendments
to same evidenced by Amendment One, Amendment Two and Amendment Three, (ii) easements
which are in any way applicable to the Real Property and the improvements located
thereon, (iii) the title encumbrances encumbering the Real Property that
have been accepted by Textron’s pursuant to the Textron’s title policy and (iv) all
agreements entered into or assumed by Borrower by Guarantor in connection with
the Real Property, and will not suffer or permit any default or event of
default (giving effect to any applicable notice requirements and cure periods)
to exist under any of the foregoing.  For
purposes hereof the documents referenced in (i), (ii), (iii) and (iv) above
shall hereinafter collectively be referred to as the “Recorded Documents”.
Borrower acknowledges and agrees that the occurrence of a default not
cured under any applicable cure period under the Recorded Documents shall
constitute a default under the Loan Documents and entitle Textron to all rights
and remedies under the Loan Documents.


 


8.             Disbursement of
Advances.  At its option, Textron may
make all or part of the Revolver Advance(s) to Borrower, jointly to Borrower
and any person or entity to whom payment of all or any portion of any of the
Revolver Advance(s) is due, or directly to any person or entity to whom any
such payment is due, and any and all such disbursements shall be deemed
disbursed under the Loan and for the benefit of Borrower on the date on which
each such disbursement is made.  The
execution of this Loan Agreement by Borrower shall, and hereby does, constitute
an irrevocable direction and authorization to so advance the proceeds of the
Loan as provided herein.  No further
direction or authorization from Borrower shall be necessary to permit such
direct advances, and all such direct advances shall satisfy pro tanto the
obligations of Textron hereunder and shall be secured by the Loan Documents as
fully as if made directly to Borrower.


 


9.             Sole Benefit.  All conditions to Textron’s obligations
hereunder, including the obligation to make the Revolver Advances, are imposed
solely and exclusively for the benefit of Textron, its successors and
assigns.  No other person or entity shall
have standing to require satisfaction of the conditions in accordance with
their terms or be entitled to assume that Textron will refuse to make the
Revolver Advances in the absence of strict compliance with any or all of the
conditions.  Further, no other person or
entity shall, under any circumstances, be deemed to be a beneficiary of
conditions, any and all of which may be freely waived in whole or in part by
Textron at any time if, in Textron’s sole discretion, Textron deems it
desirable to do so.  In particular,
Textron makes no representations and assumes no obligations as to any persons
or entities concerning the quality or condition of any of the improvements now
or hereafter 


 


5





















 


constructed on the Real Property or the
absence therefrom of defects.  In this
connection, Borrower shall indemnify Textron and shall defend and hold Textron
harmless from and against any and all liabilities, claims, losses, damages or
expenses resulting from the disbursement of the proceeds of the Loan or from
the condition of the Property.


 


10.           Acceptable Documents.  All documents, instruments and materials to
be provided to Textron under this Loan Agreement must be acceptable to Textron
in its sole discretion, and the Revolver Advances shall not be made hereunder
unless all of such conditions, instruments and materials are acceptable to
Textron in its sole discretion.  For any
condition of this Loan Agreement which requires the submission of evidence of
the existence or non-existence of a specified fact or facts, Textron shall, at
all times, be free independently to establish to its satisfaction and in its
absolute discretion such existence or non-existence.


 


11.           No Agency.  Textron is not the agent or representative of
Borrower, and Borrower is not the agent or representative of Textron, and
nothing in this Loan Agreement or in any of the Loan Documents shall be
construed to make Textron liable to anyone for goods delivered or services
performed upon the Property, or for debts or claims accruing against
Borrower.  Nothing herein shall be
construed to create a relationship ex contractu, ex delicto, or otherwise
between Textron and any person supplying labor, materials or any other item to
the Property.


 


12.           Debtor and Creditor.  Textron and Borrower intend that the
relationship between them be that of creditor and debtor only.  Nothing herein nor the acts of the parties
hereto shall be construed to create a co-tenancy, partnership, joint venture or
similar relationship between Borrower and Textron.  Textron shall have no responsibility
whatsoever for the debts, losses, obligations or duties of Borrower or the Golf
Property.  Borrower hereby indemnifies
Textron and agrees to defend and hold Textron harmless from and against any
liability, claim, demand, obligation, assessment, loss, cost, damage or expense
of any nature whatsoever (including, without limitation, any and all judgments,
decrees, settlements, awards, costs, expenses, attorneys’ fees and court
costs), which are incurred, sustained, suffered, asserted or assessed against
Textron as a result of any claim, action suit or proceeding in which it is
alleged that Textron has liability to any person or entity because Textron and
Borrower have a relationship other than or in addition to that of creditor and
debtor.  The provisions of this Section 12
shall survive the repayment of the Loan.


 


13.           Assignment.  This Loan Agreement may be endorsed, assigned
and transferred in whole or in part by Textron, and any such holder and
assignee of this Loan Agreement shall succeed to and be possessed of the rights
of Textron under this Loan Agreement to the extent transferred and
assigned.  This Loan Agreement may not be
endorsed, assigned or transferred by Borrower.


 


14.           Loan Assumption.  Notwithstanding the provisions in Section 1.15
of the Mortgage to the contrary, Textron shall consider a new borrower and
guarantor assuming the Loan and converting the Loan to an amortizing loan,
funded up to a maximum loan amount of Four Million Two Hundred Thousand and
00/100 Dollars ($4,200,000.00); provided, a 1.30:1 Debt Service Coverage Ratio
test is met, and subject to the additional conditions described below.  Textron shall require any proposed new
borrower and guarantor to submit to Textron’s customary underwriting and
approval process.  If approved, the new
borrower and guarantor will 


 


6





















 


assume an amortizing loan based on a
twenty-five (25) year amortization schedule to be calculated by Textron,
with the amortization period to begin as of the date of the assumption.  If the Loan is assumed by a new borrower, a
one time fixed rate option shall be offered. 
The fixed rate will be calculated at the Treasury Rate plus four and
one-quarter percent (4.25%).  The Treasury
Rate shall be calculated using like-term treasury rates that correspond with
the term of the Loan, with such rate to be determined three (3) business
days prior to the effective date of the fixed rate.  Textron shall not unreasonably withhold
approval of the borrower; provided the new borrower has adequate experience in
the golf management business, is deemed to have good credit and the financial
resources Textron deems necessary to help support the operation, as determined
by Textron in its reasonable business judgment, and that prior to the permitted
assumption of the Loan there are no uncured Events of Default as of the
assumption date.  Textron may charge the
borrower an underwriting fee of up to one percent (1%) of the assumed Loan as
determined by Textron in its sole and absolute discretion.  In the event of an assumption, the term will
be reset for five (5) years commencing at the time the Loan assumption is
completed.  The terms of the loan
documents to be executed by the new borrower shall provide that the new
borrower shall pay to Textron a prepayment fee upon refinancing the Loan or
making prepayments from non property cash flow at the rate of three percent
(3.0%) of the outstanding loan balance, which shall decline by one (1) percentage
point each year after the assumption until zero (0) prepayment fee is
owed.  If the Loan is assumed, the new
borrower shall deliver to Textron audited financial statements for the new
borrower and each new guarantor and statements of income and expenses within
ninety (90) days at the end of each calendar year which will be prepared in a
manner acceptable to Textron in its sole and absolute discretion.  Additionally the new borrower shall provide
monthly operating statements for the facilities in form and content acceptable
to Textron in its sole and absolute discretion.


 


15.           Guarantor’s Consent.  Guarantor hereby joins into this Agreement to
consent to the terms and conditions hereof, including, but not limited to the
terms of Section 6(a) hereof.


 


16.           Entire Agreement.  THIS AGREEMENT AND ALL OTHER INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS
AGREEMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND
SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND
UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AGREEMENT, AND MAY NOT
BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS WITH THE PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.  THIS AGREEMENT SHALL
SUPERSEDE AND CONTROL OVER THE SIMILAR PROVISIONS SET FORTH IN THE COMMITMENT.


 


17.           Notices.  All notices hereunder shall be deemed to have
been duly given and received if delivered in accordance with the provisions set
forth in Section 3.7 of the Leasehold Mortgage.  Notice provisions contained therein and
relating (i) to Borrower thereunder shall be applicable to Borrower, and (ii) to
Textron thereunder shall be applicable to Textron.


 


18.           Waiver of Conditions.  Any condition imposed herein by Textron may,
in Textron’s sole discretion, be waived by Textron in a writing specifying the
condition waived.  


 


7





















 


No waiver of any condition shall, unless said
waiver so states, constitute a waiver of the condition in question in the
future.  Further, no advance of the
proceeds of the Loan shall constitute a waiver of any of the conditions of
Textron’s obligation to make further advances of the Loan.


 


19.           Headings.  The headings of the Sections of this Loan
Agreement are for the convenience of reference only, are not to be considered a
part hereof and shall not limit or otherwise affect any of the terms hereof.


 


20.           Conflict.  In the event of any conflict between the
terms of this Agreement and any other terms of the Loan Documents, the terms of
this Agreement shall govern and control.


 


21.           Further Acts.  Borrower agrees to execute and deliver to
Textron from time to time such certifications as Textron may reasonably request
with respect to the performance by Borrower of its obligations under this
Agreement and the Loan Documents.  In
addition, Borrower agrees to execute and deliver to Textron from time to time
such other documents and instruments as may be reasonably requested in order to
effectuate the terms of this Agreement.


 


22.           Partial Invalidity.  Wherever possible, each provision of this
Loan Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Loan Agreement shall be
prohibited by or invalid under such law, such provision shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Loan Agreement.


 


23.           Time of Essence.  Time shall be of the essence with respect to
any payment or performance due from Borrower hereunder.


 


24.           Gender.  Whenever the singular and plural number, or
the masculine, feminine or neuter gender is used herein, it shall legally include
the other.


 


25.           No Amendments.  Neither this Loan Agreement nor any provision
hereof may be changed, waived, discharged, modified or terminated orally, but
only by an instrument in writing signed by the party against whom enforcement
of the change, waiver, discharge, modification or termination is sought.


 


26.           Governing Law.  This Loan Agreement has been executed and
delivered in, and shall be governed by and construed in accordance with the
laws of the State of South Carolina. 
Borrower and Textron acknowledge that they have both participated in the
drafting of this Loan Agreement and that neither Textron nor Borrower shall be
entitled to the benefit of the legal principle that a document is to be
construed against its draftsman.


 


27.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
agreement.


 


8





















 


28.           Waiver of Trial by
Jury.


 


FOR AND IN CONSIDERATION OF TEXTRON’S ADVANCEMENT AND MODIFICATION OF
THE LOAN, THE BORROWER, BEING AN EXPERIENCED PARTICIPANT IN SOPHISTICATED REAL
ESTATE VENTURES, AND HAVING CONSULTED WITH COUNSEL OF ITS CHOOSING, HEREBY
WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING (1) BROUGHT
BY THE BORROWER, TEXTRON OR ANY OTHER PERSONS RELATING TO (A) THE LOAN (B) THE
SECURITY DOCUMENTS OR (2) TO WHICH TEXTRON IS A PARTY.  THE BORROWER HEREBY AGREES THAT THIS DOCUMENT
CONSTITUTES A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY, AND THE BORROWER DOES
HEREBY CONSTITUTE AND APPOINT TEXTRON ITS TRUE AND LAWFUL ATTORNEY IN FACT,
WHICH APPOINTMENT IS COUPLED WITH INTEREST, AND THE BORROWER DOES HEREBY
AUTHORIZE AND EMPOWER TEXTRON, IN THE NAME, PLACE, AND STEAD OF THE BORROWER,
TO FILE THIS DOCUMENT WITH THE CLERK OR JUDGE OF ANY COURT OF COMPETENT
JURISDICTION AS A WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY.  THE BORROWER ACKNOWLEDGES THAT ITS WAIVER OF
TRIAL BY JURY HAS BEEN MADE KNOWINGLY, INTENTIONALLY AND WILLINGLY BY BORROWER
AS PART OF A BARGAINED FOR LOAN TRANSACTION.


 


[Signature
page follows.]


 


9





















 


EXECUTED AND DELIVERED as of the date first above written.


 


 


	
  Witnesses: 

  	
   

  	
  TEXTRON: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TEXTRON FINANCIAL

  
	
   

  	
   

  	
  CORPORATION, a Delaware corporation 

  
	
  Print Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GTA STONEHENGE, LLC, a

  
	
  Print Name:

  	
   

  	
   

  	
  South
  Carolina limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ W.
  Bradley Blair, II

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  W. Bradley
  Blair, II

  
	
   

  	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLF TRUST OF AMERICA, L.P.,
  a 

  
	
  Print Name:

  	
   

  	
   

  	
  Delaware limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GTA
  GP, Inc., a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    By:

  	
  /s/ W.
  Bradley Blair, II

  	
   

  
	
  Print Name:

  	
   

  	
   

  	
   

  	
  W. Bradley
  Blair, II

  
	
   

  	
   

  	
   

  	
   

  	
  President

  
														



 


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EXHIBIT “A”


 


Borrower’s
Compliance Certificate


 


Borrower hereby certifies, represents and warrants to Textron in connection
with a requested Revolver Advance in the amount of $                     pursuant
to the terms of the Loan Agreement as to the following items:


 


(a)           The Borrower has
sufficient cash flow to meet a Debt Service Coverage Ratio (as defined below)
of at least 1.30 for the most recent twelve (12) months immediately preceding
the month of this Revolver Advance.  As
used herein, the term “Debt Service Coverage Ratio” means the ratio of “Net
Operating Income” for the previous twelve (12) months to “Annual Debt Service”.  The term “Net Operating Income” means all of
Borrower’s income from the operation and management of the Property after
deducting all operating expenses, but before deducting income taxes,
depreciation, and annual debt service. 
The term “Annual Debt Service” means all principal, interest and other
payments due by Borrower on all indebtedness of Borrower, including, without
limitation, the Loan and the requested Revolver Advances, and shall be
calculated based upon the greater of eight percent (8%) or the Basic Interest
Rate (as defined in the Note) at the time of the Revolver Advance.  For purposes of calculating the Debt Service
Coverage Ratio, operating expenses shall be deemed to include (i) capital
improvements (or a reserve therefor) in the amount of two percent (2%) of
annual gross revenue from the collateral securing the Loan (the “Collateral”),
and (ii) management compensation in an amount equal to the greater of
management compensation actually paid or three percent (3%) of annual gross
revenues from the Collateral.


 


(b)           Borrower’s (x) gross
revenues attributable to the Property for the most recent twelve (12) month
period have not decreased from gross revenues from any prior twelve (12) month
period by thirty percent (30%) or more and (y) Net Operating Income
attributable to the Real Property during the most recent twelve (12) month
period has not decreased from Net Operating Income for any prior twelve (12)
month period by twenty percent (20%) or more. To the extent requested by Textron,
Borrower shall provide such evidence of same in the form of the financial
information required pursuant to Section 1.12 of the Leasehold Mortgage.


 


(f)            There has been no
material adverse change in the business or financial condition (and physical
condition with respect to the Property) of Borrower, the Property or Guarantor.


 


(g)           All warranties and
representations contained in the Loan Documents are true and correct on and as
of the date hereof.


 


(h)           Borrower represents
that no work has been done for which a construction or mechanic’s lien exist
which has not been paid for in full.


 


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(j)            Borrower has not
deferred any maintenance or otherwise limited expenses in order to achieve the
required Debt Service Coverage Ratio.


 


Borrower acknowledges that this Compliance Certificate is given to
induce Textron to extend a Revolver Advance (as defined in the Loan Agreement
between Borrower and Textron) and Textron is relying on same in extending said
Revolver Advance.


 


	
   

  	
  BORROWER: 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GTA STONEHENGE, LLC, a 

  South Carolina limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ W.
  Bradley Blair, II

  	
   

  
	
   

  	
   

  	
  W. Bradley
  Blair, II

  
	
   

  	
   

  	
  President

  



 


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