Exhibit 10.22.4


 


THIS INSTRUMENT PREPARED BY


AND RETURN TO:


Thomas M. Little, Esquire


Foley & Lardner, LLP


100 North Tampa Street


Suite 2700


Tampa, Florida  33602


 


NOTICE OF FUTURE ADVANCE, NOTE, MORTGAGE AND LOAN
DOCUMENT

MODIFICATION AGREEMENT


 


THIS NOTICE OF FUTURE
ADVANCE, NOTE, MORTGAGE, AND LOAN DOCUMENT MODIFICATION AGREEMENT (“Agreement”),
is made effective as of the        day of August,
2005, by and among GTA STONEHENGE, LLC, a South Carolina limited liability
company (the “Mortgagor”); GOLF TRUST OF AMERICA, L.P., a Delaware limited
partnership, (the “Guarantor”); and TEXTRON FINANCIAL CORPORATION, a Delaware
corporation, whose address is 11575 Great Oaks Way, Suite 210, Alpharetta,
Georgia 30022 (the “Leasehold Mortgagee”), who is the holder of that certain Leasehold
Mortgage, Security Agreement and Fixture Filing dated March 18, 2004, and
recorded in Book 00914, beginning on Page 0067 of the Public Records of Richland
County, South Carolina (the “Leasehold Mortgage”).


 


R E C I T A L S :


 


A.                                   Mortgagor
has a leasehold interest in that certain real property, situate, lying and
being in Richland County, South Carolina (the “Property”), which is more
particularly described in the Leasehold Mortgage.


 


B.                                     Mortgagor
is indebted to Mortgagee, as evidenced by that certain Revolving Promissory
Note dated March 18, 2004, in the original principal amount of Two Million
One Hundred Thousand and No/100 Dollars ($2,100,000.00) (the “Prior Note”).


 


C.                                     The
payment of the indebtedness evidenced by the Prior Note is secured by, among
other things, (i) the Leasehold Mortgage, as amended by this Agreement
(collectively, the “Mortgage”), which Mortgage encumbers the real property
described in the Leasehold Mortgage, (ii) that certain Assignment of
Leases, Rents and Contracts dated as of March 18, 2004, and recorded in
Book 00914, beginning on Page 0106 of the Public Records of Richland
County, South Carolina (the “Assignment”), (iii) that certain Guaranty
Agreement dated March 18, 2004 in favor of Mortgagee and executed by
Guarantor (the “Guaranty Agreement”), (iv) that certain UCC Financing
Statement recorded in Book 00914, Page 0168 in the Public Records of Richland
County, South Carolina and (v) that certain Loan Agreement dated as of March 18,
2004 (the “Loan Agreement”).


 





















 


D.                                    The
Mortgage, the Assignment, the Guaranty Agreement and all other documents
evidencing and/or securing the Prior Note and the Note (as defined herein), the
Loan Agreement (as defined herein), the Mortgage Security Agreement and Fixture
Filing securing the Guaranty Agreement recorded in Book 00914 beginning on Page 0030
of the Public Records of Richland County, South Carolina (the “Guaranty
Mortgage”) and all other documents evidencing and/or securing the Note are
hereinafter collectively referred to as the “Loan Documents”.


 


E.                                      The
Mortgagor desires to obtain an additional advance in the amount of Two Million
One Hundred Thousand and No/Dollars ($2,100,000.00) from Mortgagee, and
Mortgagee is willing to advance such sum provided that the repayment of such
sum is secured as a future advance (the “Future Advance”) under the terms of
the Loan Documents and as set forth herein.


 


F.                                      Of
even date herewith, Mortgagor executed that certain Amended and Restated
Revolving Promissory Note in the original principal amount of $4,200,000.00, in
favor of Mortgagee (the “Note”), evidencing the Future Advance and governing
the terms and conditions of advancing same.


 


G.                                     Mortgagee
and Mortgagor have further agreed to modify and amend certain terms and
conditions of the Mortgage and Loan Documents to evidence the addition of the
Future Advance to the indebtedness evidenced by the Note.


 


NOW, THEREFORE, in
consideration of the Future Advance, and in consideration of the premises and
of the mutual covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged among
the parties, it is agreed as follows:


 


1.                                       Recitals.  The above recitals are true and
correct and are incorporated herein.


 


2.                                       Future Advance.  This Agreement evidences an
additional advance made by Mortgagee pursuant to the future advance provision
of the Mortgage referred to hereinabove. 
This additional advance is evidenced by the Note of even date herewith.
It is agreed that the indebtedness evidenced by the Note shall be equally
secured with and have the same priority as the original indebtedness and is
subject to all of the terms and provisions of the Mortgage and other Loan
Documents as expressly modified herein. 
The undersigned Mortgagor promises to pay the indebtedness evidenced by
the Note in accordance with the terms and conditions including the rate of
interest and other terms of repayment set forth in the Note.


 


3.                                       Amendments.  The Note renews and amends the
Prior Note in its entirety, and the Loan Documents are hereby modified to
provide that the Loan Documents govern and secure the Note, and all references
in the Loan Documents to the Note and indebtedness evidenced thereby mean and
refer to the Note, and indebtedness thereby.


 


a.                                       The
Loan Agreement is modified in accordance with the Amended and Restated Loan
Agreement of even date hereof, and all references in the 


 


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Loan Documents to Loan Agreement mean and refer to the Amended and
Restated Loan Agreement.


 


b.                                      The
Mortgage and Collateral Assignment are hereby amended as follows:


 


i.              The
payment of the Note is and shall be secured by the liens and security interests
created by the Mortgage and Collateral Assignment; and


 


ii.             All
references in the Mortgage or the Collateral Assignment to the original or
maximum amount of the principal indebtedness secured thereby shall be deemed
and construed to refer to the sum of $4,200,000.00.


 


4.                                       Modification of Loan Documents.  The terms
of the Loan Documents are hereby modified so as to provide that the repayment
terms of the indebtedness secured thereby shall also include the repayment
terms of the Future Advance as evidenced by the Note.


 


5.                                       Ratification.  Except as herein modified and
amended, the terms and conditions of the Note, the Mortgage, the Loan Documents
and all of the documents executed with respect to the foregoing are hereby
ratified and affirmed and shall remain in full force and effect.


 


6.                                       Warranties and Representations.  Mortgagor
and Guarantor hereby jointly and severally affirm, warrant and represent that
all of the warranties and representations made in the Prior Note, the Mortgage,
and the Loan Documents, and any other documents or instruments recited herein
or executed with respect thereto directly or indirectly, are true and correct
as of the date hereof and that neither Mortgagor nor Guarantor is in default of
any of the foregoing nor aware of any default with respect thereto, and that
neither Mortgagor nor Guarantor has any defense or right of offset with respect
to any indebtedness owed to Mortgagee. 
Mortgagor and Guarantor hereby jointly and severally release Mortgagee
from any cause of action against it existing as of the date of execution
hereof.  The rights and defenses being
waived and released hereunder include without limitation any claim or defense
based on the Mortgagee having charged or collected interest at a rate greater
than that allowed to be contracted for by applicable law as changed from time
to time, provided, however, that in no event shall such waiver and release be
deemed to change or modify the terms of the Loan Documents which provide that
sums paid or received in excess of the maximum rate of interest allowed to be
contracted for by applicable law, as changed from time to time, reduce the
principal sum due, said provision to be in full force and effect.


 


7.                                       Security.  The parties hereto acknowledge
and agree that the payment of the Note, and the indebtedness evidenced by it,
together with all other indebtedness owed to Mortgagee, is secured by the Loan
Documents.


 


8.                                       Novation.  It is the intent of the parties
that this instrument shall not constitute a novation and shall in no way
adversely affect the lien priority of the Mortgage and 


 


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other Loan Documents referred to above.  In the event that this Agreement, or any part
hereof, shall be construed by a court of competent jurisdiction as operating to
affect the lien priority of the Mortgage or the other Loan Documents, or any of
them, over the claims which would otherwise be subordinate thereto, then to the
extent so ruled by such court, and to the extent that third persons acquiring
an interest in such property as is encumbered by the Mortgage and other Loan
Documents between the time of execution of the Mortgage, the other Loan
Documents, and the execution hereof, are prejudiced thereby, this Agreement, or
such portion hereof as shall be so construed, shall be void and of no force and
effect and this Agreement shall constitute, as to that portion, a subordinate
lien on the collateral described therein, incorporating by reference the terms
of the Mortgage and other Loan Documents, and which Mortgage and the other Loan
Documents then shall be enforced pursuant to the terms therein contained,
independent of this Agreement; provided, however, that notwithstanding the
foregoing, the parties hereto, as between themselves, shall be bound by
all terms and conditions hereof until all indebtedness owing from the Mortgagor
and to the Mortgagee has been paid in full.


 


9.                                       Guarantor.  Guarantor joins into this
Agreement for the purpose of consenting to the terms and conditions of this
Agreement, the Note and to the modifications to the Loan Documents, including,
but not limited to the modification of the Guaranty Mortgage, made herein and
to acknowledge and agree that it is liable in accordance with the terms and
conditions of the Guaranty Agreements for the repayment of the indebtedness
evidenced by Note and for the performance of Mortgagor’s obligations under the
terms of the Loan Documents.


 


10.                                 Costs.  Mortgagor shall pay all costs
of the modification made hereby, to include without limitation attorney’s
fees and recording fees, as well as the cost of an endorsement to Mortgagee’s
title insurance policy insuring the lien of the Mortgage after the recording of
this Agreement and increasing the amount of title insurance to include, without
limitation, the Future Advance.  Such
costs shall be due at closing hereunder and the payment thereof shall be a
condition precedent to Mortgagee’s duties hereunder.  In the event it is determined that additional
costs relating to this transaction are due, Mortgagor agrees to pay such costs
immediately upon demand.


 


11.                                 Lien.  Mortgagor warrants and represents that the
liens of the Loan Documents are valid liens on the property described therein,
as modified hereby, and with a priority as stated herein and as set forth in
the Commonwealth Land Title Insurance Corporation Policy No. 507-0004153
and 507-0004154.  If at any time
Mortgagee shall determine that the lien priority of its Loan Documents as
stated therein is invalid or in jeopardy, or if at any time Mortgagee is unable
to obtain title insurance insuring such liens as valid liens with the priority
stated therein on the collateral described therein, then Mortgagee shall have
the option of declaring the entire indebtedness secured by the Loan Documents,
together with all accrued interest to be immediately due and payable in full.


 


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12.                                 Recordation.  The recording of this Agreement
in the Public Records of Richland County, South Carolina, shall evidence the
closing of the loan transaction described herein.


 


13.                                 Acknowledgements.  Mortgagor and Guarantor jointly
and severally acknowledge that the Loan Documents are in full force and effect,
and that no notice limiting the maximum principal amount of the indebtedness
secured by the Mortgage has been filed in the public records of the county in
which the Mortgage is recorded, nor has any such notice been executed or
delivered, unless Mortgagor has given written notice of such event to Mortgagee
in a sworn affidavit of even date with this Agreement.  In the event any such notice limiting the
principal amount which may be secured by the Mortgage has been recorded,
executed or delivered, then this Agreement shall also constitute a rescission
of such notice, which notice shall, upon the execution and delivery of this
Agreement, be deemed to be void and of no further force or effect.


 


14.                                 Miscellaneous.


 


a.                                       Paragraph
headings used herein are for convenience only and shall not be construed as
controlling the scope of any provision hereof.


 


b.                                      This
Agreement shall be governed by and construed in accordance with the laws of the
State of South Carolina and of the United States of America and the rules and
regulations promulgated under the authority thereof.


 


c.                                       Time
is of the essence of this Agreement.


 


d.                                      As
used herein, the neuter gender shall include the masculine and feminine
genders, and vice versa, and the singular the plural, and vice versa, as the
context demands.


 


e.                                       All
costs incurred by Mortgagee in enforcing this Agreement and in collection of
sums due Mortgagee from Mortgagor and/or any Guarantor, to include, without
limitation, reasonable attorney’s fees through all trials, appeals and
proceedings, to include, without limitation, any proceedings pursuant to the
bankruptcy laws of the United States, shall be paid by Mortgagor and any
Guarantor, who shall be jointly and severally liable therefor.


 


f.                                         This
Agreement shall inure to the benefit of and be binding upon the parties hereto
as well as their successors and assigns, heirs and personal representatives.


 


15.                                 Consolidation Note: The Note is given in renewal and consolidation
of (i) the principal indebtedness previously evidenced by a Note dated as
of March 18, 2004, made by Mortgagor and payable to the order of Mortgagee
in the original principal amount of $2,100,000.00 (“Prior Note”) and (ii) a
future advance made 


 


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by Mortgagee to Mortgagor contemporaneously
herewith pursuant to the Loan Documents, the maximum principal amount of $2,100,000.00
(the “Future Advance”).  As of the
effective date, the outstanding principal balance of the Prior Note is $2,100,000.00.  It is the specific intention of Mortgagor and
Mortgagee that while the Note replaces the Prior Note, it is not in payment or
satisfaction of the Prior Note, but rather a substitution of one evidence of
debt for another, without any intent to extinguish the old.


 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement under seal on August 4, 2005.


 


 


	
  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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  STATE OF 

  	
   

  	
   

  
	
  COUNTY OF

  	
   

  	
   

  
				



 


The foregoing instrument
was acknowledged before me this             
day of                     ,
2005, by W. Bradley Blair, II, President of GTA STONEHENGE,
LLC, a South Carolina limited liability company, on behalf of the
corporation.  He is personally known to
me or has produced                                         
as identification.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Serial #:

  	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  
					



 


 


	
  STATE OF 

  	
   

  	
   

  
	
  COUNTY OF

  	
   

  	
   

  
				



 


The foregoing instrument
was acknowledged before me this             
day of                     ,
2005, by W. Bradley Blair, II, as President of GTA GP, INC.,
a Maryland corporation, General Partner of Golf Trust of America, L.P.,
a Delaware limited partnership, on behalf of the partnership and the
corporation.  He is personally known to
me or has produced                                         
as identification.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Serial #:

  	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  
					



 


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  STATE OF 

  	
   

  	
   

  
	
  COUNTY OF

  	
   

  	
   

  
				



 


The foregoing instrument was acknowledged before me this             
day of August, 2005, by Jeffrey Burkle, Senior Vice President of TEXTRON FINANCIAL CORPORATION, a Delaware corporation, on
behalf of the corporation.  He is
personally known to me or has produced                                         
as identification.


 


	
   

  	
   

  	
   

  
	
   

  	
  NOTARY PUBLIC

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Serial #:

  	
   

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  
					



 


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