<PAGE>

================================================================================

                                CREDIT AGREEMENT

                           dated as of March 31, 1999

                                  by and among

                          GOLF TRUST OF AMERICA, L.P.,
                                  as Borrower,

                the Guarantors referred to in this Agreement,

                 the Lenders referred to in this Agreement,

                                       and

                               NATIONSBANK, N.A.,
                             as Administrative Agent
================================================================================
<PAGE>

                                TABLE OF CONTENTS


ARTICLE I  DEFINITIONS.......................................................1
SECTION 1.1   Definitions....................................................1
SECTION 1.2   Amended and Restated Credit Agreement..........................6
SECTION 1.3   General........................................................6
SECTION 1.4   Other Definitions and Provisions...............................6

ARTICLE II  CREDIT FACILITY..................................................6
SECTION 2.1   Loans..........................................................6
SECTION 2.2   Procedure for Advances of Loans................................7
SECTION 2.3   Repayment of Loans.............................................7
SECTION 2.4   Notes..........................................................8
SECTION 2.5   Permanent Reduction of the Aggregate Commitment................8
SECTION 2.6   Termination of Credit Facility.................................9
SECTION 2.7   Use of Proceeds................................................9

ARTICLE III  GENERAL LOAN PROVISIONS.........................................9
SECTION 3.1   Interest.......................................................9
SECTION 3.2   Notice and Manner of Conversion or Continuation of Loans......11
SECTION 3.3   Unused Fee....................................................11
SECTION 3.4   Payment.......................................................12
SECTION 3.5   Right of Set-off; Adjustments.................................12
SECTION 3.6   Nature of Obligations of Lenders Regarding Loans; Assumption
               by the Administrative Agent..................................13
SECTION 3.7   Indemnity.....................................................14
SECTION 3.8   Increased Cost and Reduced Return.............................14
SECTION 3.9   Limitation on Types of Loans..................................16
SECTION 3.10  Illegality....................................................16
SECTION 3.11  Treatment of Affected Loans...................................16
SECTION 3.12  Compensation..................................................16
SECTION 3.13  Taxes.........................................................17
SECTION 3.14  Senior Debt...................................................18

ARTICLE IV  GUARANTY........................................................19
SECTION 4.1   Guaranty of Obligations of Guarantors.........................19
SECTION 4.2   Nature of Guaranty............................................19
SECTION 4.3   Demand by the Administrative Agent............................20
SECTION 4.4   Waivers.......................................................20
SECTION 4.5   Benefits of Guaranty..........................................21
SECTION 4.6   Modification of Loan Documents etc............................21
SECTION 4.7   Reinstatement.................................................22
SECTION 4.8   Waiver of Subrogation and Contribution........................22
SECTION 4.9   Remedies......................................................22
SECTION 4.10  Limit of Liability............................................22

<PAGE>

ARTICLE V  CLOSING; CONDITIONS OF CLOSING AND BORROWING.....................22
SECTION 5.1   Closing.......................................................22
SECTION 5.2   Conditions to Closing and Initial Loan........................23
SECTION 5.3   Conditions to All Loans.......................................25

ARTICLE VI  REPRESENTATIONS AND WARRANTIES..................................26
SECTION 6.1   Reaffirmation of Representations and Warranties...............26
SECTION 6.2   No Material Adverse Change....................................26

ARTICLE VII  FINANCIAL INFORMATION AND NOTICES..............................27

ARTICLE VIII  AFFIRMATIVE COVENANTS.........................................27

ARTICLE IX  FINANCIAL COVENANTS.............................................27

ARTICLE X  NEGATIVE COVENANTS...............................................28

ARTICLE XI  DEFAULT AND REMEDIES............................................28
SECTION 11.1  Events of Default.............................................28
SECTION 11.2  Remedies......................................................29
SECTION 11.3  Rights and Remedies Cumulative; Non-Waiver; etc...............29

ARTICLE XII  THE ADMINISTRATIVE AGENT.......................................30
SECTION 12.1  Appointment, Powers, and Immunities...........................30
SECTION 12.2  Reliance by Administrative Agent..............................30
SECTION 12.3  Defaults......................................................31
SECTION 12.4  Rights as Lender..............................................31
SECTION 12.5  Indemnification...............................................31
SECTION 12.6  Non-Reliance on Agent and Other Lenders.......................32
SECTION 12.7  Resignation; Removal of Agents; Successor Agents..............32

ARTICLE XIII  MISCELLANEOUS.................................................33
SECTION 13.1  Notices.......................................................33
SECTION 13.2  Expenses; Indemnification.....................................34
SECTION 13.3  Set-off.......................................................35
SECTION 13.4  Governing Law.................................................35
SECTION 13.5  Consent to Jurisdiction.......................................35
SECTION 13.6  Waiver of Jury Trial..........................................36
SECTION 13.7  Reversal of Payments..........................................36
SECTION 13.8  Injunctive Relief; Punitive Damages...........................36
SECTION 13.9  Accounting Matters............................................37
SECTION 13.10 Assignments and Participations................................37
SECTION 13.11 Amendments and Waivers........................................39
SECTION 13.12 Performance of Duties.........................................39
SECTION 13.13 All Powers Coupled with Interest..............................39
SECTION 13.14 Survival of Indemnities.......................................39
SECTION 13.15 Titles and Captions...........................................39
SECTION 13.16 Severability of Provisions....................................39
SECTION 13.17 Counterparts..................................................40
SECTION 13.18 Term of Agreement.............................................40

<PAGE>

                                    SCHEDULES
                                    ---------

1     -     Lenders and Commitments

                                    EXHIBITS
                                    --------

A     -     Form of  Note

B     -     Form of Notice of Borrowing

C     -     Form of Notice of Repayment

D     -     Form of Notice of Conversion/Continuation

E     -     Form of Officer's Compliance Certificate

F     -     Form of Assignment and Acceptance

G     -     Form of Guaranty Supplement

<PAGE>

                                CREDIT AGREEMENT



      CREDIT AGREEMENT, dated as of the 31st day of March, 1999, by and among
(i) GOLF TRUST OF AMERICA, L.P., a limited partnership formed under the laws of
Delaware (the "Borrower"), (ii) the Guarantors (as hereinafter defined), (iii)
the Lenders who are or may become a party to this Agreement and (iv)
NATIONSBANK, N.A. ("NationsBank"), as Administrative Agent for the Lenders.


                              STATEMENT OF PURPOSE

      The Guarantors and the Borrower have requested, and the Lenders have
agreed, to extend a revolving credit facility to the Borrower on the terms and
conditions of this Credit Agreement. All extensions of credit to the Borrower
will inure to the benefit of the Guarantors, directly or indirectly.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, such parties
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1       Definitions.  The  following  terms when used in this
Agreement shall have the meanings assigned to them below

      "Adjusted Eurodollar Rate" means, with respect to any Eurodollar Loan, for
any Interest Period, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) mathematically determined by the Administrative Agent to be
equal to the quotient obtained by dividing (a) the Eurodollar Rate for such
Interest Period by (b) 1 minus the Reserve Requirement for such Interest Period.

      "Administrative Agent" means NationsBank in its capacity as the
Administrative Agent under this Agreement, and any successor thereto appointed
pursuant to Section 12.7.

      "Administrative Agent's Office" means the office of the Administrative
Agent specified in or determined in accordance with the provisions of Section
13.1.

      "Aggregate Commitment" means the aggregate amount of the Lenders'
Commitments under this Agreement, as such amount may be reduced or modified at
any time or from time to time pursuant to the terms of this Agreement. On the
Closing Date, the Aggregate Commitment shall be Twenty Five Million Dollars
($25,000,000).

      "Agreement" means this Credit Agreement, as amended or modified from time
to time.

<PAGE>

      "Amended and Restated Credit Agreement" shall have the meaning assigned
thereto in Section 1.2.

      "Applicable Lending Office" means, for each Lender, the "Lending Office"
of such Lender (or of an Affiliate of such Lender) designated on Schedule 1 of
this Agreement or such other office of such Lender (or an Affiliate of such
Lender) as such Lender may from time to time specify to the Administrative Agent
and the Borrower by written notice in accordance with the terms of this
Agreement as the office by which its Loans are to be made and maintained.

      "Available Commitment" means, as to any Lender at any time, an amount
equal to the excess, if any, of (a) such Lender's Commitment over (b) such
Lender's Loans.

      "Base Rate" means, at any time, the higher of (a) the rate per annum equal
to the rate announced by NationsBank as its "prime rate" or (b) the Federal
Funds Rate plus 0.5% for such day. Any change in the Base Rate due to a change
in the prime rate shall be effective on the effective date of such change in the
prime rate.

      "Base Rate Loan" means any Loan that bears interest at the Base Rate.

      "Borrower"  means  Golf  Trust of  America,  L.P.  in its  capacity  as
borrower under this Agreement.

      "Closing Date" means the date of this Agreement or such later Business Day
upon which each condition described in Article V shall be satisfied or waived in
all respects in a manner acceptable to the Administrative Agent, in its sole
discretion.

      "Commitment" means, as to any Lender, the obligation of such Lender to
make Loans to the Borrower under this Agreement in an aggregate principal amount
at any time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 1 to this Agreement, or as set forth in any Assignment
and Acceptance relating to any assignment that has become effective pursuant to
Section 13.10, as the same may be reduced or modified at any time or from time
to time pursuant to the terms of this Agreement.

      "Commitment Percentage" means, as to any Lender at any time, the ratio of
(a) the amount of the Commitment of such Lender to (b) the Aggregate Commitment.

      "Convert," "Conversion," and "Converted" shall refer to a conversion
pursuant to Section 3.2, 3.9 or 3.11 of a Eurodollar Loan into a Base Rate Loan
or vice versa.

      "Credit Facility" means the non-revolving credit facility established
pursuant to Article II of this Agreement.

      "Credit Parties" means, collectively, the Borrower and the Guarantors.
Notwithstanding Section 8.13 of the Amended and Restated Credit Agreement, if
Golf Trust of America hereafter creates or acquires any Subsidiary and the
Required Lenders elect not to require such Subsidiary to become a Guarantor,
such Subsidiary shall nonetheless be deemed to be a Credit Party for purposes of
this Agreement.


                                       2
<PAGE>

      "Default" means any of the events specified in Section 11.1 which with the
passage of time, the giving of notice or any other condition, would constitute
an Event of Default.

      "Defaulting   Lender"  shall  have  the  meaning  assigned  thereto  in
Section 3.6.

      "Dollars" or "$" means, unless otherwise qualified, dollars in lawful
currency of the United States.

      "Eurodollar Loan" means any Loan that bears interest at a rate based on
the Adjusted Eurodollar Rate.

      "Eurodollar Rate" means for any Eurodollar Loan for any Interest Period,
the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Telerate Page 3750 (or any successor page) as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London time)
two (2) Business Days prior to the first day of such Interest Period. If for any
reason such rate is not available, the term "Eurodollar Rate" shall mean, for
any Interest Period, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

      "Event of Default" means any of the events specified in Section 11.1,
provided that any requirement for passage of time, giving of notice, or any
other condition, has been satisfied.

      "Existing Facility" means the Credit Agreement dated as of July 9, 1998 by
and among the Borrower GTA, GTA GP and GTA LP, as guarantors, the lenders
referred to therein, NationsBank, as administrative agent and Bank of America
National Trust and Savings Association, as documentation agent.

      "GTA" means Golf Trust of America, Inc., a Maryland corporation.

      "GTA GP" means GTA GP, Inc., a Maryland corporation.

      "GTA LP" means GTA LP, Inc., a Maryland corporation.

      "Guaranteed  Obligations"  shall have the meaning  assigned  thereto in
Section 4.1.

      "Guarantors" means, collectively, GTA, GTA GP, GTA LP, Sandpiper LLC and
Sandpiper GTA, together with any Subsidiaries of GTA that become Guarantors
pursuant to Section 8.3.

      "Guaranty" means the Guarantors' obligations set forth in Article IV.


                                       3
<PAGE>

      "Interest Period" means each period of thirty (30) days, under this
Agreement, with respect to which the Eurodollar Rate shall be determined;
provided that:

      (a) each Interest Period shall commence on the date of advance of or
Conversion to any Eurodollar Loan and, in the case of immediately successive
Interest Periods, each successive Interest Period shall commence on the date on
which the next preceding Interest Period expires;

      (b) if any Interest Period would otherwise expire on a day that is not a
Business Day, such Interest Period shall expire on the next succeeding Business
Day; provided, that if any Interest Period would otherwise expire on a day that
is not a Business Day but is a day of the month after which no further Business
Day occurs in such month, such Interest Period shall expire on the next
preceding Business Day;

      (c) any Interest Period that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall end on the last
Business Day of the relevant calendar month at the end of such Interest Period;

      (d) no Interest Period shall be permitted to extend beyond the Termination
Date; and

      (e) there shall be no more than seven (7) Interest Periods outstanding at
any time.

      "Lender" means each Person executing this Agreement as a Lender set forth
on the signature pages hereto and each Person that hereafter becomes a party to
this Agreement as a Lender pursuant to Section 13.10.

      "Lending Office" means, with respect to any Lender, the office of such
Lender maintaining such Lender's Commitment Percentage of the Loans.

      "Leverage Ratio" means the ratio of Total Liabilities to Total Assets.

      "Loan" means any revolving credit loan made to the Borrower pursuant to
Article II and all such revolving credit loans collectively as the context
requires.

      "Loan Documents" means, collectively, this Agreement, the Notes and each
other document, instrument and agreement executed and delivered by any Credit
Party or on behalf of such entity by its counsel in connection with this
Agreement or otherwise referred to in this Agreement or contemplated hereby, all
as may be amended, restated or otherwise modified.

      "NationsBank"    means   NationsBank,    N.A.,   a   national   banking
association, and its successors.

      "Notes" means the separate Notes made by the Borrower payable to the order
of each of the Lenders, substantially in the form of Exhibit A hereto,
evidencing the Credit Facility, and any amendments, modifications and
supplements thereto, any substitutes therefor, and any replacements,
restatements, renewals or extension thereof, in whole or in part; "Note" means
any of such Notes.


                                       4
<PAGE>

      "Notice  of  Borrowing"  shall  have the  meaning  assigned  thereto in
Section 2.2(a).

      "Notice  of  Repayment"  shall  have the  meaning  assigned  thereto in
Section 2.3(c).

      "Obligations" means, in each case, whether now in existence or hereafter
arising: (a) the principal of and interest on (including interest accruing after
the filing of any bankruptcy or similar petition) the Loans, (b) all payment and
other obligations owing by the Borrower to any Lender under any Hedging
Agreement and (c) all other fees and commissions (including attorney's fees),
charges, indebtedness, loans, liabilities, financial accommodations,
obligations, covenants and duties owing by the Borrower to the Lenders or the
Administrative Agent, of every kind, nature and description, direct or indirect,
absolute or contingent, due or to become due, contractual or tortious,
liquidated or unliquidated, and whether or not evidenced by any note, and
whether or not for the payment of money under or in respect of this Agreement,
any Note or any of the other Loan Documents.

      "Prime Rate" means, at any time, the rate of interest per annum publicly
announced from time to time by NationsBank as its prime rate. Each change in the
Prime Rate shall be effective as of the opening of business on the day such
change in the Prime Rate occurs. The parties hereto acknowledge that the rate
announced publicly by NationsBank as its Prime Rate is an index or base rate and
shall not necessarily be its lowest or best rate charged to its customers or
other banks.

      "Register" shall have the meaning assigned thereto in Section 13.10.

      "Required Lenders" means, at any date, any combination of holders other
than Defaulting Lenders of at least sixty-six and two-thirds percent (66-2/3%)
of the aggregate unpaid principal amount of the Notes exclusive of Notes held by
Defaulting Lenders, or if no amounts are outstanding under the Notes, any
combination of Lenders other than Defaulting Lenders whose Commitment
Percentages would aggregate at least sixty-six and two-thirds percent (66-2/3%)
if the Commitments of each Defaulting Lender were excluded from the Aggregate
Commitment.

      "Reserve Requirement" means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental, or
emergency reserves) are required to be maintained under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) by member banks of the Federal Reserve System against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the foregoing, the Reserve Requirement shall reflect any other reserves
required to be maintained by such member banks with respect to (i) any category
of liabilities which includes deposits by reference to which the Adjusted
Eurodollar Rate is to be determined, or (ii) any category of extensions of
credit or other assets which include Eurodollar Loans. The Adjusted Eurodollar
Rate shall be adjusted automatically on and as of the effective date of any
change in the Reserve Requirement.


                                       5
<PAGE>

      "Sandpiper LLC" means Sandpiper-Golf Trust, LLC, a Delaware limited
liability company.

      "Sandpiper  GTA" means  Sandpiper GTA  Development,  Inc., a California
corporation.

      "Termination  Date" shall have the meaning  assigned thereto in Section
2.6.

      SECTION 1.2 Amended and Restated Credit Agreement. All terms used in this
Agreement and not defined herein shall have the meanings assigned to them in the
Amended and Restated Credit Agreement dated as of the 31st day of March, 1999 by
and among the Borrower, the Guarantors, the Lenders party thereto and
NationsBank, N.A., as Administrative Agent for the Lenders.

      SECTION 1.3 General. Unless otherwise specified, a reference in this
Agreement to a particular section, subsection, Schedule or Exhibit is a
reference to that section, subsection, Schedule or Exhibit of this Agreement.
Wherever from the context it appears appropriate, each term stated in either the
singular or plural shall include the singular and plural, and pronouns stated in
the masculine, feminine or neuter gender shall include the masculine, the
feminine and the neuter. Any reference in this Agreement to "Charlotte time"
shall refer to the applicable time of day in Charlotte, North Carolina.

      SECTION 1.4 Other Definitions and Provisions.

      (a) Use of Capitalized Terms. Subject to Section 1.2, unless otherwise
defined therein, all capitalized terms defined in this Agreement shall have the
defined meanings when used in this Agreement, the Notes and the other Loan
Documents or any certificate, report or other document made or delivered
pursuant to this Agreement.

      (b) Miscellaneous. The words "hereof", "herein" and "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement.


                                   ARTICLE II

                                 CREDIT FACILITY

      SECTION 2.1 Loans. Subject to the terms and conditions of this Agreement,
each Lender severally agrees to make Loans to the Borrower from time to time
from the Closing Date through, but not including, the Termination Date as
requested by the Borrower in accordance with the terms of Section 2.2; provided,
that (a) the aggregate principal amount of all outstanding Loans (after giving
effect to any amount requested) shall not exceed the Aggregate Commitment, (b)
the principal amount of outstanding Loans from any Lender to the Borrower shall
not at any time exceed such Lender's Commitment and (c) the Pool Value shall at
all times be at least 1.75 times the aggregate amount of all unsecured Debt of
(including the outstanding Obligations). Each Loan by a Lender shall be in a
principal amount equal to such Lender's Commitment Percentage of the aggregate
principal amount of Loans requested on such occasion. Subject to the terms and
conditions hereof, the Borrower may borrow, repay and reborrow Loans hereunder
until the Termination Date.


                                       6
<PAGE>

      SECTION 2.2 Procedure for Advances of Loans.

      (a) Requests for Borrowing. The Borrower shall give the Administrative
Agent irrevocable prior written notice in the form attached hereto as Exhibit B
(a "Notice of Borrowing") not later than 11:00 a.m. (Charlotte time) (i) at
least two (2) Business Days before each Base Rate Loan and (ii) at least three
(3) Business Days before each Eurodollar Loan, of its intention to borrow,
specifying (A) the date of such borrowing, which shall be a Business Day, (B)
the amount of such borrowing, which shall be in an aggregate principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof, and (C) whether such
Loan is to be a Eurodollar Loan or a Base Rate Loan. Notices received after
11:00 a.m. (Charlotte time) shall be deemed received on the next Business Day.
The Administrative Agent shall promptly notify the Lenders of each Notice of
Borrowing.

      (b) Disbursement of Loans. Not later than 2:00 p.m. (Charlotte time) on
the proposed borrowing date, each Lender will make available to the
Administrative Agent, for the account of the Borrower, at the office of the
Administrative Agent in funds immediately available to the Administrative Agent,
such Lender's Commitment Percentage of the Loans to be made on such borrowing
date. The Borrower hereby irrevocably authorizes the Administrative Agent to
disburse the proceeds of each borrowing requested pursuant to this Section 2.2
in immediately available funds by crediting such proceeds to a deposit account
of the Borrower maintained with the Administrative Agent or by wire transfer to
such account as may be agreed upon by the Borrower and the Administrative Agent
from time to time. Unless the Administrative Agent shall have received notice
from a Lender that such Lender will not make available to the Administrative
Agent such Lender's Commitment Percentage of the requested Loan, the
Administrative Agent shall disburse such Lender's Commitment Percentage of the
Loans.

      SECTION 2.3       Repayment of Loans.

      (a) Repayment on Termination Date. The Borrower shall repay the
outstanding principal amount of all Loans in full, together with all accrued but
unpaid interest thereon, on the Termination Date.

      (b)   Mandatory Repayments.

            (i) If at any time the outstanding principal amount of all Loans
      exceeds the Aggregate Commitment or the Pool Value is less than 1.75 times
      the aggregate amount of all unsecured Debt of the Credit Parties
      (including the outstanding Obligations), the Borrower shall repay
      immediately upon written notice from the Administrative Agent, by payment
      to the Administrative Agent for the account of the Lenders, the Loans in
      an amount necessary to bring the Borrower into compliance

            (ii) Each such repayment under this Section 2.3(b) shall be (x)
      accompanied by any amount required to be paid pursuant to Section 3.12 of
      this Agreement, together with interest accrued thereon to the date of
      repayment and (y) applied first to the outstanding Base Rate Loans up to
      the full amount thereof and second to the outstanding Eurodollar Loans up
      to the full amount thereof.


                                       7
<PAGE>

      (c) Optional Repayments. The Borrower may at any time and from time to
time repay the Loans, in whole or in part, by giving the Administrative Agent
irrevocable notice in the form attached hereto as Exhibit C (a "Notice of
Repayment") not later than 11:00 a.m. (Charlotte time) at least three (3)
Business Days before each repayment of a Loan specifying the date and amount of
repayment, provided, however, that the Borrower may not repay any Eurodollar
Loan on any day other than the last day of the Interest Period applicable
thereto unless such payment is accompanied by any amount required to be paid
pursuant to Section 3.12 of this Agreement. Upon receipt of such notice, the
Administrative Agent shall promptly notify each Lender. If any such notice is
given, the amount specified in such notice shall be due and payable on the date
set forth in such notice. Partial repayments shall be in an aggregate amount of
$500,000 or a whole multiple of $100,000 in excess thereof. Each such repayment
shall be accompanied by any amount required to be paid pursuant to Sections 3.7
and 3.12 of this Agreement.

      SECTION 2.4 Notes. Each Lender's Loans and the obligation of the Borrower
to repay such Loans shall be evidenced by a Note executed by the Borrower
payable to the order of such Lender representing the Borrower's obligation to
pay such Lender's Commitment or, if less, the aggregate unpaid principal amount
of all Loans made and to be made by such Lender to the Borrower under this
Agreement, plus interest and all other fees, charges and other amounts due
thereon as required under this Agreement. Each Note shall bear interest on the
unpaid principal amount thereof at the applicable interest rate per annum
specified in Section 3.1.

      SECTION 2.5       Permanent Reduction of the Aggregate Commitment.

      (a) Voluntary Reduction. The Borrower shall have the right at any time and
from time to time, upon at least five (5) Business Days prior written notice to
the Administrative Agent, to permanently reduce, without premium or penalty, (i)
the entire Aggregate Commitment at any time or (ii) portions of the Aggregate
Commitment, from time to time, in an aggregate principal amount not less than
$3,000,000 or any whole multiple of $1,000,000 in excess thereof. The amount of
each partial permanent reduction shall be applied pro rata to reduce the
remaining mandatory reduction amounts required under Section 2.6(b).

      (b)   Mandatory Reduction.

            (i) Increase of Committed Amount under Amended and Restated Credit
Agreement. The Aggregate Commitment shall be permanently reduced by an amount
equal to any increase in the committed amount under the Amended and Restated
Credit Agreement in excess of Two Hundred Million Dollars ($200,000,000).

            (ii) Debt Proceeds. The Aggregate Commitment shall be permanently
reduced by one hundred percent (100%) of the net cash proceeds from the
placement of any Debt by the Borrower.


                                       8
<PAGE>

      (c) Each permanent reduction permitted or required pursuant to this
Section 2.5 shall be accompanied by a payment of principal sufficient to reduce
the aggregate outstanding Loans of the Lenders after such reduction to the
Aggregate Commitment as so reduced. Any reduction of the Aggregate Commitment to
zero shall be accompanied by payment of all outstanding Obligations and shall
result in the termination of the Commitments and Credit Facility. If the
reduction of the Aggregate Commitment requires the repayment of any Eurodollar
Loan such repayment shall be accompanied by any amount required to be paid
pursuant to Sections 3.7 and 3.12 of this Agreement.

      SECTION 2.6 Termination of Credit Facility. The Credit Facility shall
terminate upon the earlier of (a) March 31, 2000, (b) the date of termination by
the Borrower pursuant to Section 2.5(a) hereof and (c) the date of termination
by the Administrative Agent on behalf of the Lenders pursuant to Section
11.2(a).

      SECTION 2.7 Use of Proceeds. The Borrower shall use the proceeds of the
Loans for the purposes provided in Section 2.7 of the Amended and Restated
Credit Agreement.


                                   ARTICLE III

                             GENERAL LOAN PROVISIONS

      SECTION 3.1       Interest.
      (a) Interest Rate Options. Subject to the provisions of this Section 3.1,
at the election of the Borrower in accordance with Article II, the unpaid
principal balance of any Loan shall bear interest at (A) the Base Rate, or (B)
the Adjusted Eurodollar Rate plus the Applicable Margin. The Borrower shall
select the type of interest rate applicable to any Loan at the time a Notice of
Borrowing is given pursuant to Section 2.2(a) or at the time a Notice of
Conversion/Continuation is given pursuant to Section 3.2. Any Loan as to which
the Borrower has not duly specified an interest rate as provided immediately
above shall be deemed a Base Rate Loan.

      (b) Applicable Margin. The Applicable Margin provided for in Section
3.1(a) with respect to the Eurodollar Loans (the "Applicable Margin") shall be
determined by reference to the Leverage Ratio as of the end of each fiscal
quarter, as follows:

            Leverage Ratio                Applicable Margin Per Annum
            --------------                ---------------------------

            Greater than or equal to                 2.00%
            .50 to 1.00

            Greater than or equal to                 1.75%
            .375 to 1.00 but less than
            .50 to 1.00

            Less than .375 to 1.00                   1.50%


                                       9
<PAGE>

Adjustments, if any, in the Applicable Margin shall be made by the
Administrative Agent on the tenth (10th) Business Day (each an "Adjustment
Date") after receipt by the Administrative Agent of quarterly financial
statements for GTA and the other Credit Parties and the accompanying Officer's
Compliance Certificate setting forth the Leverage Ratio of GTA and the other
Credit Parties as of the most recent fiscal quarter end. Subject to Section
3.1(d), in the event such financial statements and certificate of covenant
compliance are not delivered within the time required by Sections 7.1 and 7.2 of
the Amended and Restated Credit Agreement, the Applicable Margin shall be the
highest Applicable Margin set forth above until the Adjustment Date following
the delivery of such financial statements and certificate or evidence of
covenant compliance, as applicable.

      Notwithstanding the foregoing, at such time as the Borrower or GTA obtains
an investment-grade senior debt rating by Moody's and S&P (the "Dual Rating")
and for so long as the Borrower or GTA retains such Dual Rating, the Applicable
Margin shall be determined by reference to the lower of Moody's or S&P's ratings
thereof in accordance with the following pricing matrix:

            Senior Debt Rating                  Applicable Margin Per Annum
            ------------------                  ---------------------------

            BBB/Baa2 or higher                              1.25%
            BBB-/Baa3                                       1.35%

; provided, that, in the event the Borrower or GTA obtains an investment-grade
senior debt rating by either Moody's (Baa3 or higher) or S&P (BBB- or higher)
(the "Senior Rating"), and provided the rating of the other rating agency is not
less than the grade immediately below investment grade (i.e., Ba1 if Moody's and
BB+ if S&P) (the "Junior Rating" and collectively with the Senior Rating, the
"Combined Rating")) and for so long as the Borrower or GTA retains such Combined
Rating, the Applicable Margin shall be 1.50% per annum. In the event the
Borrower or GTA, as applicable, loses (i) the Dual Rating or (ii) the Senior
Rating or the Junior Rating, as applicable, the Applicable Margin shall
thereafter be determined by reference to the Leverage Ratio as provided above
until such time as the Borrower or GTA obtains a Dual Rating or a Combined
Rating.

      (c) Default Rate. Upon the occurrence and during the continuance of an
Event of Default, (i) the Borrower shall no longer have the option to request or
Convert to Eurodollar Loans, (ii) all outstanding Eurodollar Loans may at the
option of the Administrative Agent and shall at the direction of the Required
Lenders bear interest at a rate per annum which shall be two percent (2%) in
excess of the rate then applicable to Eurodollar Loans, as applicable, until the
end of the applicable Interest Period and thereafter at a rate equal to two
percent (2%) in excess of the rate then applicable to Base Rate Loans, and (iii)
all outstanding Base Rate Loans shall bear interest at a rate per annum equal to
two percent (2%) in excess of the rate then applicable to Base Rate Loans.
Interest shall continue to accrue on the Notes after the filing by or against
the Borrower of any petition seeking any relief in bankruptcy or under any act
or law pertaining to insolvency or debtor relief, whether state, federal or
foreign.


                                       10
<PAGE>

      (d) Interest Payment and Computation. Interest on each Base Rate Loan
shall be payable in arrears on the last Business Day of each month, commencing
April 30, 1999, and on the Termination Date. Interest on each Eurodollar Loan
shall be payable in arrears on the last day of each applicable Interest Period
and on the Termination Date. All interest rates, fees and commissions provided
under this Agreement shall be computed on the basis of a 360-day year and
assessed for the actual number of days elapsed.

      (e) Maximum Rate. In no contingency or event whatsoever shall the
aggregate of all amounts deemed interest under this Agreement or under any of
the Notes charged or collected pursuant to the terms of this Agreement or
pursuant to any of the Notes exceed the highest rate permissible under any
Applicable Law which a court of competent jurisdiction shall, in a final
determination, deem applicable hereto. In the event that such a court determines
that the Lenders have charged or received interest under this Agreement in
excess of the highest rate permissible under Applicable Law, the rate in effect
under this Agreement shall automatically be reduced to the maximum rate
permitted by Applicable Law and the Lenders shall at the Administrative Agent's
option promptly refund to the Borrower any interest received by Lenders in
excess of the maximum rate permitted by Applicable Law or shall apply such
excess to the principal balance of the Obligations if permitted by Applicable
Law (in either event, the Administrative Agent shall advise Borrower in writing
promptly of its decision). It is the intent of this Agreement that the Borrower
not pay or contract to pay, and that neither the Administrative Agent nor any
Lender receive or contract to receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may be paid by the Borrower under
Applicable Law.

      SECTION 3.2 Notice and Manner of Conversion or Continuation of Loans.
Provided that no Event of Default has occurred and is then continuing, the
Borrower shall have the option to (a) Convert at any time all or any portion of
its outstanding Base Rate Loans in a principal amount equal to $500,000 or any
whole multiple of $100,000 in excess thereof into one or more Eurodollar Loans,
and (b) upon the expiration of any Interest Period, (i) Convert all or any part
of its outstanding Eurodollar Loans in a principal amount equal to $500,000 or a
whole multiple of $100,000 in excess thereof into Base Rate Loans, or (ii)
continue such Eurodollar Loans as Eurodollar Loans. Whenever the Borrower
desires to Convert or continue Loans as provided immediately above, the Borrower
shall give the Administrative Agent irrevocable prior written notice in the form
attached as Exhibit D (a "Notice of Conversion/Continuation") not later than
11:00 a.m. (Charlotte time) three (3) Business Days before the day on which a
proposed Conversion or continuation of such Loan is to be effective specifying
(A) the Loans to be Converted or continued, and, in the case of any Eurodollar
Loan to be Converted or continued, the last day of the Interest Period therefor,
(B) the effective date of such Conversion or continuation (which shall be a
Business Day), and (C) the principal amount of such Loans to be Converted or
continued. The Administrative Agent shall promptly notify the Lenders of such
Notice of Conversion/Continuation.

      SECTION 3.3 Unused Fee. Commencing on the Closing Date, the Borrower shall
pay to the Administrative Agent, for the account of the Lenders, a
non-refundable unused fee at a rate per annum equal to 0.20% on the average
daily unused portion of the Aggregate Commitment. The unused fee shall be
payable in arrears on the last Business Day of each calendar quarter during the
term of this Agreement commencing June 30, 1999, and on the Termination Date.
Such unused fee shall be distributed by the Administrative Agent to the Lenders
pro rata in accordance with the Lenders' respective Commitment Percentages.


                                       11
<PAGE>

      SECTION 3.4 Payment.

      (a) Manner of Payment. Each payment by the Borrower on account of the
principal of or interest on the Loans or of any fee, commission or other amounts
payable to the Lenders under this Agreement or any Note shall be made not later
than 1:00 p.m. (Charlotte time) on the date specified for payment under this
Agreement to the Administrative Agent at the Administrative Agent's Office for
the account of the Lenders (other than as set forth below) pro rata in
accordance with their respective Commitment Percentages, in Dollars, in
immediately available funds and shall be made without any set-off, counterclaim
or deduction whatsoever. Any payment received after such time but before 2:00
p.m. (Charlotte time) on such day shall be deemed a payment on such date for the
purposes of Section 11.1, but for all other purposes shall be deemed to have
been made on the next succeeding Business Day. Any payment received after 2:00
p.m. (Charlotte time) shall be deemed to have been made on the next succeeding
Business Day for all purposes. On the Business Day that each such payment is
deemed made, the Administrative Agent shall distribute to each Lender at its
address for notices set forth in this Agreement its pro rata share of such
payment in accordance with this Section 3.4 such Lender's Commitment Percentage
and shall wire advice of the amount of such credit to each Lender; provided that
if the Administrative Agent fails to distribute such funds on the date on which
any payment is deemed made, the Administrative Agent shall pay interest thereon
at the Federal Funds Rate from the date such payment is received until the date
such funds are distributed by the Administrative Agent. Each payment to the
Administrative Agent of the Administrative Agent's fees or the expenses of the
Administrative Agent shall be made for the account of the Administrative Agent.
Any amount payable to any Lender under Sections 3.7, 3.8, 3.12 or 13.2 shall be
paid to the Administrative Agent for the account of the applicable Lender.

      (b) Crediting of Payments and Proceeds. In the event that the Borrower
shall fail to pay any of the Obligations when due and the Obligations have been
accelerated pursuant to Section 11.2, all payments received by the Lenders upon
the Notes and the other Obligations and all net proceeds from the enforcement of
the Obligations shall be applied first to all expenses then due and payable by
the Borrower under this Agreement, then to all indemnity obligations then due
and payable by the Borrower under this Agreement, then to all Administrative
Agent's fees then due and payable by Borrower under this Agreement, then to all
commitment and other fees and commissions then due and payable by Borrower under
this Agreement, then to accrued and unpaid interest on the Notes, and any
termination payments due from Borrower in respect of a Hedging Agreement with
any Lender (pro rata in accordance with all such amounts due), and then to the
principal amount of the Notes, in that order.

      SECTION 3.5 Right of Set-off; Adjustments. (a) Upon the occurrence and
during the continuance of any Event of Default, each Lender (and each of its
Affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final)


                                       12
<PAGE>

at any time held and other indebtedness at any time owing by such Lender (or any
of its Affiliates) to or for the credit or the account of the Borrower against
any and all of the obligations of the Borrower now or hereafter existing under
this Agreement and the Note held by such Lender, irrespective of whether such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Borrower after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Lender under this section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender may have.

      (b) If any Lender (a "Benefited Lender") shall at any time receive any
payment of all or part of the Loans owing to it, or interest thereon, or receive
any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, or otherwise), in a greater proportion than any such payment to or
collateral received by any other Lender, if any, in respect of such other
Lender's Loans owing to it, or interest thereon, such Benefited Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loans owing to it, or shall provide such
other Lenders with the benefits of any such collateral, or the proceeds thereof,
as shall be necessary to cause such Benefited Lender to share the excess payment
or benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The Borrower agrees that any Lender so
purchasing a participation from a Lender pursuant to this Section 3.5 may, to
the fullest extent permitted by law, exercise all of its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Person were the direct creditor of the Borrower in the amount of such
participation.

      SECTION 3.6 Nature of Obligations of Lenders Regarding Loans; Assumption
by the Administrative Agent. The obligations of the Lenders under this Agreement
to make the Loans are several and are not joint or joint and several. Unless the
Administrative Agent shall have received notice from a Lender prior to a
proposed borrowing date that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of the amount to be borrowed
on such date (which notice shall not release such Lender of its obligations
under this Agreement), the Administrative Agent may assume that such Lender has
made such portion available to the Administrative Agent on the proposed
borrowing date in accordance with Section 2.2(b) and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If such amount is made available to the
Administrative Agent on a date after such borrowing date, such Lender shall pay
to the Administrative Agent on demand an amount, until paid, equal to the
product of (a) the amount of such Lender's Commitment Percentage of such
borrowing, times (b) the daily average Federal Funds Rate during such period as
determined by the Administrative Agent, times (c) a fraction the numerator of
which is the number of days that elapse from and including such borrowing date
to the date on which such Lender's Commitment Percentage of such borrowing shall
have become immediately available to the Administrative Agent and the
denominator of which is 360. A certificate of the Administrative Agent with
respect to any amounts owing under this Section 3.6 shall be conclusive, absent
manifest error. If such Lender's Commitment Percentage of such borrowing is not
made available to the Administrative Agent by such Lender within three (3)
Business Days of such borrowing date, the Administrative Agent shall be entitled
to recover such amount made available by the Administrative Agent with interest
thereon at the Adjusted Eurodollar Rate, on demand, from the Borrower. The
failure of any Lender (a "Defaulting Lender") to make its Commitment Percentage
of any Loan available shall not relieve it or any other Lender of its
obligation, if any, under this Agreement to make its Commitment Percentage of
such Loan available to Borrower on such borrowing date, but no Lender shall be
responsible for the failure of any other Lender to make its Commitment
Percentage of such Loan available on the borrowing date.


                                       13
<PAGE>

      SECTION 3.7 Indemnity. The Borrower hereby indemnifies each of the Lenders
against any reasonable and actually incurred loss or expense which arises or is
directly attributable to each Lender's obtaining, liquidating or employing
deposits or other funds acquired to effect, fund or maintain any Eurodollar Loan
(a) as a consequence of any failure by the Borrower to make any payment when due
of any amount due under this Agreement in connection with a Eurodollar Loan, (b)
due to any failure of the Borrower to borrow on a date specified therefor in a
Notice of Borrowing, or (c) due to any payment or prepayment of any Eurodollar
Loan on a date other than the date specified for such payment in the applicable
Notice of Repayment; provided, however, the Borrower shall have no such
obligation to any Lender who is a Defaulting Lender. The amount of such
reasonable and actually incurred loss or expense shall be determined, in the
applicable Lender's sole reasonable discretion, based upon the condition that
such Lender funded its Commitment Percentage of the Eurodollar Loans in the
London interbank market and using any reasonable attribution or averaging
methods which such Lender deems appropriate and practical. A certificate of such
Lender setting forth the basis for determining such amount or amounts necessary
to compensate such Lender shall be forwarded to the Borrower through the
Administrative Agent and shall be conclusively presumed to be correct save for
manifest error.

      SECTION 3.8       Increased Cost and Reduced Return.

      (a) If, after the date of this Agreement, the adoption of any applicable
law, rule, or regulation, or any change in any applicable law, rule, or
regulation, or any change in the interpretation or administration thereof by any
Governmental Authority, central bank, or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its
Applicable Lending Office) with any request or directive (whether or not having
the force of law) of any such Governmental Authority, central bank, or
comparable agency; excepting, however, any such change occasioned by such
Lender's default or non-compliance with such applicable rules:

            (i) shall subject such Lender (or its Applicable Lending Office) to
      any tax, duty, or other charge with respect to any Eurodollar Loans, its
      Note, or its obligation to make Eurodollar Loans, or change the basis of
      taxation of any amounts payable to such Lender (or its Applicable Lending
      Office) under this Agreement or its Note in respect of any Eurodollar
      Loans (other than taxes imposed on the overall net income of such Lender
      by the jurisdiction in which such Lender has its principal office or such
      Applicable Lending Office);


                                       14
<PAGE>

            (ii) shall impose, modify, or deem applicable any reserve, special
      deposit, assessment, or similar requirement (other than the Reserve
      Requirement utilized in the determination of the Adjusted Eurodollar Rate)
      relating to any extensions of credit or other assets of, or any deposits
      with or other liabilities or commitments of, such Lender (or its
      Applicable Lending Office), including the Commitment of such Lender under
      this Agreement; or

            (iii) shall impose on such Lender (or its Applicable Lending Office)
      or the London interbank market any other condition affecting this
      Agreement or its Note or any of such extensions of credit or liabilities
      or commitments;

and the result of any of the foregoing is to increase the cost to such Lender
(or its Applicable Lending Office) of making or maintaining any Eurodollar Loans
or to reduce any sum received or receivable by such Lender (or its Applicable
Lending Office) under this Agreement or its Note with respect to any Eurodollar
Loans, then the Borrower shall pay to such Lender on demand (and a full written
explanation for the increase) such amount or amounts solely applicable to its
Loan or in relationship of its Loan to other loans of such Lender as will
compensate such Lender for such increased cost or reduction. If any Lender
requests compensation by the Borrower under this Section 3.8, the Borrower may,
in its sole discretion, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or continue
Eurodollar Loans until the event or condition giving rise to such request ceases
to be in effect; provided that such suspension shall not affect the right of
such Lender to receive the compensation so requested, if applicable, subject to
the foregoing conditions and caveats.

      (b) If, after the date of this Agreement, any Lender shall have determined
that the adoption of any applicable law, rule, or regulation regarding capital
adequacy or any change therein or in the interpretation or administration
thereof by any Governmental Authority, central bank, or comparable agency
charged with the interpretation or administration thereof, or any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such Governmental Authority, central bank, or comparable agency, has or
would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of such
Lender's obligations under this Agreement to a level below that which such
Lender or such corporation could have achieved but for such adoption, change,
request, or directive (taking into consideration its policies with respect to
capital adequacy), then from time to time upon demand the Borrower shall pay to
such Lender such additional amount or amounts as will compensate such Lender for
such reduction.

      (c) Each Lender shall promptly notify the Borrower and the Administrative
Agent in writing of any event of which it has knowledge, occurring after the
date of this Agreement, which will entitle such Lender to compensation pursuant
to this Section 3.8 and will designate a different Applicable Lending Office if
such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Lender, be otherwise
disadvantageous to it. Any Lender claiming compensation under this Section 3.8
shall promptly furnish to the Borrower and the Administrative Agent a written
statement setting forth the additional amount or amounts to be paid to it under
this Agreement which (subject to the terms of this Agreement) shall be
conclusive in the absence of manifest error. In determining such amount, such
Lender may use any reasonable averaging and attribution methods.


                                       15
<PAGE>

      SECTION 3.9 Limitation on Types of Loans. If on or prior to the first day
of any Interest Period the Administrative Agent reasonably determines (which
determination shall be conclusive) that by reason of circumstances affecting the
relevant market, adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Interest Period then the Administrative Agent shall
give the Borrower prompt written notice thereof specifying the relevant amounts
or periods, and so long as such condition remains in effect, the Lenders shall
be under no obligation to make additional Eurodollar Loans or continue
Eurodollar Loans, and the Borrower shall, at its election, on the last day(s) of
the then current Interest Period(s) for the outstanding Eurodollar Loans, prepay
such Eurodollar Loans, or Convert such Eurodollar Loans into Base Rate Loans, or
prepay the Obligations in full and terminate this Agreement.

      SECTION 3.10 Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Loans under this
Agreement, then such Lender shall promptly notify the Borrower thereof in
writing and such Lender's obligation to make or continue Eurodollar Loans shall
be suspended until such time as such Lender may again make, maintain, and fund
Eurodollar Loans (in which case the provisions of Section 3.11 shall be
applicable).

      SECTION 3.11 Treatment of Affected Loans. If the obligation of any Lender
to make or continue Eurodollar Loan shall be suspended pursuant to Section 3.9
or 3.10 of this Agreement and unless such Eurodollar Loans are paid, until such
Lender gives prior written notice to the Borrower as provided below that the
circumstances specified in Section 3.9 or 3.10 of this Agreement no longer
exist:

            (a) to the extent that such Lender's Eurodollar Loans have been so
      Converted into Base Rate Loans, all payments and prepayments of principal
      that would otherwise be applied to the Eurodollar Loans shall be applied
      instead to its Base Rate Loans; and

            (b) all Loans that would otherwise be made or continued by such
      Lender as Eurodollar Loans shall be made or continued instead as Base Rate
      Loans, and all Loans of such Lender that would otherwise be Converted into
      Eurodollar Loans shall be Converted instead into (or shall remain as) Base
      Rate Loans.

If such Lender gives written notice to the Borrower (with a copy to the
Administrative Agent) that the circumstances specified in Section 3.9 or 3.10 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) such Lender's Base Rate Loans may be Converted to Eurodollar
Loans.

      SECTION 3.12 Compensation. Upon the request of any Lender, the Borrower
shall pay to such Lender such amount or amounts as shall be sufficient (in the
reasonable, good faith opinion of such Lender) to compensate it for any
reasonable and actually incurred loss, cost, or expense (including loss of
anticipated profits) incurred by it as a result of:


                                       16
<PAGE>

            (a) any payment, prepayment, or Conversion of a Eurodollar Loan for
      any reason (including, without limitation, the acceleration of the Loans
      pursuant to Section 11.2) on a date other than the last day of the
      Interest Period for such Loan; or

            (b) any failure by the Borrower for any reason (including, without
      limitation, the failure of any condition precedent specified in Article V
      to be satisfied) to borrow or prepay a Eurodollar Loan on the date for
      such borrowing or prepayment specified in the relevant Notice of Borrowing
      or Notice of Repayment under this Agreement.

      SECTION 3.13 Taxes. (a) Any and all payments by the Borrower to or for the
account of any Lender or the Administrative Agent under this Agreement or under
any other Loan Document shall be made free and clear of and without deduction
for any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding, in
the case of each Lender and the Administrative Agent, taxes imposed on its
income, and franchise taxes imposed on it, by the jurisdiction under the laws of
which such Lender (or its Applicable Lending Office) or the Administrative Agent
(as the case may be) is organized or any political subdivision thereof (all such
non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings,
and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall
be required by law to deduct any Taxes from or in respect of any sum payable
under this Agreement or any other Loan Document to any Lender or the
Administrative Agent, (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 3.13) such Lender or the
Administrative Agent receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law, and (iv) the
Borrower shall furnish to the Administrative Agent, at its address referred to
in Section 13.1, the original or a certified copy of a receipt evidencing
payment thereof.

      (b) In addition, the Borrower agrees to pay any and all present or future
stamp or documentary taxes and any other excise or property taxes or charges or
similar levies which arise from any payment made under this Agreement by the
Borrower or any other Loan Document or from the execution or delivery of, or
otherwise with respect to, this Agreement or any other Loan Document
(hereinafter referred to as "Other Taxes").

      (c) The Borrower agrees to indemnify each Lender and the Administrative
Agent for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on
amounts payable under this Section 3.13) properly paid by such Lender or the
Administrative Agent (as the case may be) and any liability (including
penalties, interest, and expenses) arising therefrom or with respect thereto.


                                       17
<PAGE>

      (d) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Lender listed on the signature pages of this
Agreement and on or prior to the date on which it becomes a Lender in the case
of each other Lender, and from time to time thereafter if requested in writing
by the Borrower or the Administrative Agent (but only so long as such Lender
remains lawfully able to do so), shall provide the Borrower and the
Administrative Agent with (i) Internal Revenue Service Form 1001 or 4224, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Lender is entitled to benefits under an income tax treaty
to which the United States is a party which reduces the rate of withholding tax
on payments of interest or certifying that the income receivable pursuant to
this Agreement is effectively connected with the conduct of a trade or business
in the United States, (ii) Internal Revenue Service Form W-8 or W-9, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
and (iii) any other form or certificate required by any taxing authority
(including any certificate required by Sections 871(h) and 881(c) of the
Internal Revenue Code), certifying to the Administrative Agent and the Borrower
that such Lender is entitled to an exemption from or a reduced rate of tax on
payments pursuant to this Agreement or any of the other Loan Documents.

      (e) For any period with respect to which a Lender has failed to provide
the Borrower and the Administrative Agent with the appropriate form pursuant to
Section 3.13(d) (unless such failure is due to a change in treaty, law, or
regulation occurring subsequent to the date on which a form originally was
required to be provided), such Lender shall not be entitled to indemnification
under Section 3.13(a) or 3.13(b) with respect to Taxes imposed by the United
States; provided, however, that should a Lender, which is otherwise exempt from
or subject to a reduced rate of withholding tax, become subject to Taxes because
of its failure to deliver a form required under this Agreement, the Borrower
shall take such reasonable steps as such Lender shall reasonably request to
assist such Lender to recover such Taxes.

      (f) If the Borrower is required to pay additional amounts to or for the
account of any Lender pursuant to this Section 3.13, then such Lender will agree
to use reasonable efforts to change the jurisdiction of its Applicable Lending
Office so as to eliminate or reduce any such additional payment which may
thereafter accrue if such change, in the judgment of such Lender, is not
otherwise disadvantageous to such Lender.

      (g) Within thirty (30) days after the date of any payment of Taxes, the
Borrower shall furnish to the Administrative Agent the original or a certified
copy of a receipt evidencing such payment.

      (h) Without prejudice to the survival of any other agreement of the
Borrower arising in connection with this Agreement, the agreements and
obligations of the Borrower contained in this Section 3.13 shall survive the
termination of the Commitments and the payment in full of the Notes.

      SECTION 3.14 Senior Debt. The Obligations of the Borrower under this
Agreement and the obligations and indebtedness of the Borrower under the Amended
and Restated Credit Agreement constitute senior Debt and shall be pari passu
subject only to the restrictions on prepayment provided for in Section 2.3(d) of
the Amended and Restated Credit Agreement.


                                       18
<PAGE>

                                   ARTICLE IV

                                    GUARANTY

      SECTION 4.1 Guaranty of Obligations of Guarantors. Each Guarantor hereby
jointly and severally unconditionally guaranties to the Administrative Agent for
the ratable benefit of the Administrative Agent and the Lenders, and their
permissible respective successors, endorsees, transferees and assigns, the
prompt payment (whether at stated maturity, by acceleration or otherwise) and
performance of all Obligations of the Borrower, whether primary or secondary
(whether by way of endorsement or otherwise), whether now existing or hereafter
arising, whether or not from time to time reduced or extinguished (except by
payment thereof) or hereafter increased or incurred, whether or not recovery may
be or hereafter become barred by the statute of limitations, whether enforceable
or unenforceable as against the Borrower, whether or not discharged, stayed or
otherwise affected by any bankruptcy, insolvency or other similar law or
proceeding, whether created directly with the Administrative Agent or any Lender
or acquired by the Administrative Agent or any Lender through assignment,
endorsement or otherwise as permitted under this Agreement, whether matured or
unmatured, whether joint or several, as and when the same become due and payable
(whether at maturity or earlier, by reason of acceleration, mandatory repayment
or otherwise), in accordance with the terms of any such instruments evidencing
any such obligations, including all renewals, extensions or modifications
thereof (all Obligations of the Borrower to the Administrative Agent or any
Lender, including all of the foregoing, being hereinafter collectively referred
to as the "Guaranteed Obligations").

      SECTION 4.2 Nature of Guaranty. Each Guarantor agrees that this Guaranty
is a continuing, unconditional guaranty of payment and performance and not of
collection, and that its obligations under this Agreement shall be primary,
absolute and unconditional, irrespective of, and unaffected by:

            (a) the genuineness, validity, regularity, enforceability or any
      future amendment of, or change in, this Agreement or any other Loan
      Document or any other agreement, document or instrument to which the
      Borrower is or may become a party;

            (b) the absence of any action to enforce this Agreement or any other
      Loan Document or the waiver or consent by the Administrative Agent or any
      Lender with respect to any of the provisions of this Agreement or any
      other Loan Document;

            (c) the existence, value or condition of, or failure to perfect its
      Lien against, any security for or other guaranty of the Guaranteed
      Obligations or any action, or the absence of any action, by the
      Administrative Agent or any Lender in respect of such security or guaranty
      (including, without limitation, the release of any such security or
      guaranty); or

            (d) any other action or circumstances which might otherwise
      constitute a legal or equitable discharge or defense of a surety or
      guarantor;


                                       19
<PAGE>

it being agreed by each Guarantor that its obligations under this Guaranty shall
not be discharged until the final and indefeasible payment and performance, in
full, of the Guaranteed Obligations and the termination of the Aggregate
Commitment. Each Guarantor expressly waives all rights it may now or in the
future have under any statute (including, without limitation, North Carolina
General Statutes Section 26-7, et seq. or similar law), or at law or in equity,
or otherwise, to compel the Administrative Agent or any Lender to proceed in
respect of the Guaranteed Obligations against the Borrower or any other party or
against any security for or other guaranty of the payment and performance of the
Guaranteed Obligations before proceeding against, or as a condition to
proceeding against, such Guarantor. Each Guarantor further expressly waives and
agrees not to assert or take advantage of any defense based upon the failure of
the Administrative Agent or any Lender to commence an action in respect of the
Guaranteed Obligations against the Borrower, any Guarantor or any other party or
any security for the payment and performance of the Guaranteed Obligations. Each
Guarantor agrees that any notice or directive given at any time to the
Administrative Agent or any Lender which is inconsistent with the waivers in the
preceding two sentences shall be null and void and may be ignored by the
Administrative Agent or Lender, and, in addition, may not be pleaded or
introduced as evidence in any litigation relating to this Guaranty for the
reason that such pleading or introduction would be at variance with the written
terms of this Guaranty, unless the Administrative Agent and the Required Lenders
have specifically agreed otherwise in writing. The foregoing waivers are of the
essence of the transaction contemplated by the Loan Documents and, but for this
Guaranty and such waivers, the Administrative Agent and Lenders would decline to
enter into this Agreement.

      SECTION 4.3 Demand by the Administrative Agent. In addition to the terms
set forth in Section 4.2, and in no manner imposing any limitation on such
terms, if all or any portion of the then outstanding Guaranteed Obligations
under this Agreement are declared to be immediately due and payable in
accordance with the terms of this Agreement, then the Guarantors shall, upon
demand in writing therefor by the Administrative Agent to the Guarantors, pay
all or such portion of the outstanding Guaranteed Obligations then declared due
and payable. Payment by the Guarantors shall be made to the Administrative
Agent, to be credited and applied upon the Guaranteed Obligations, in
immediately available federal funds to an account designated by the
Administrative Agent or at the address referenced in this Agreement for the
giving of notice to the Administrative Agent or at any other address that may be
specified in writing from time to time by the Administrative Agent.

      SECTION 4.4 Waivers. In addition to the waivers contained in Section 4.2,
each Guarantor waives, and agrees that it shall not at any time insist upon,
plead or in any manner whatever claim or take the benefit or advantage of, any
appraisal, valuation, stay, extension, marshalling of assets or redemption laws,
or exemption, whether now or at any time hereafter in force, which may delay,
prevent or otherwise affect the performance by such Guarantor of its obligations
under, or the enforcement by the Administrative Agent or the Lenders of, this
Guaranty. Each Guarantor further hereby waives diligence, presentment, demand,
protest and notice of whatever kind or nature with respect to any of the
Guaranteed Obligations and waives the benefit of all provisions of law which are
or might be in conflict with the terms of this Guaranty. Each Guarantor
represents, warrants and agrees that its obligations under this Guaranty are not
and shall not be subject to any counterclaims, offsets or defenses of any kind
against the Administrative Agent, the Lenders or the Borrower whether now
existing or which may arise in the future.


                                       20
<PAGE>

      SECTION 4.5 Benefits of Guaranty. The provisions of this Guaranty are for
the benefit of the Administrative Agent and the Lenders and their respective
successors, transferees, endorsees and assigns, and nothing in this Agreement
contained shall impair, as between the Borrower, the Administrative Agent and
the Lenders, the obligations of the Borrower under the Loan Documents. In the
event all or any part of the Guaranteed Obligations are transferred, endorsed or
assigned by the Administrative Agent or any Lender to any Person or Persons, any
reference to any "Administrative Agent" or "Lenders" in this Agreement shall be
deemed to refer equally to such Person or Persons.

      SECTION 4.6 Modification of Loan Documents etc. If the Administrative
Agent or the Lenders shall at any time or from time to time, with or without the
consent of, or notice to, the Guarantors:

            (a) change or extend the manner, place or terms of payment of, or
      renew or alter all or any portion of, the Guaranteed Obligations;

            (b) take any action under or in respect of the Loan Documents in the
      exercise of any remedy, power or privilege contained therein or available
      to it at law, in equity or otherwise, or waive or refrain from exercising
      any such remedies, powers or privileges;

            (c) amend or modify, in any manner whatsoever, the Loan Documents;

            (d) extend or waive the time for performance by the Guarantors, the
      Borrower or any other Person of, or compliance with, any term, covenant or
      agreement (other than this Guaranty) on its part to be performed or
      observed under a Loan Document, or waive such performance or compliance or
      consent to a failure of, or departure from, such performance or
      compliance;

            (e) take and hold security or collateral for the payment of the
      Guaranteed Obligations or sell, exchange, release, dispose of, or
      otherwise deal with, any property pledged, mortgaged or conveyed, or in
      which the Administrative Agent or the Lenders have been granted a Lien, to
      secure any Debt of any Guarantor or the Borrower to the Administrative
      Agent or the Lenders;

            (f) release anyone who may be liable in any manner for the payment
      of any amounts owed by the Guarantors or the Borrower to the
      Administrative Agent or any Lender;

            (g) modify or terminate the terms of any intercreditor or
      subordination agreement pursuant to which claims of other creditors of the
      Guarantors or the Borrower are subordinated to the claims of the
      Administrative Agent or any Lender; or

            (h) apply any sums by whomever paid or however realized to any
      amounts owing by the Guarantors or the Borrower to the Administrative
      Agent or any Lender in such manner as the Administrative Agent or any
      Lender shall determine in its discretion;


                                       21
<PAGE>

      then neither the Administrative Agent nor any Lender shall incur any
      liability to the Guarantors as a result thereof, and no such action shall
      impair or release the obligations of the Guarantors under this Guaranty.

      SECTION 4.7 Reinstatement. Each Guarantor agrees that, if any payment made
by the Borrower or any other Person applied to the Obligations is at any time
annulled, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid by the
Administrative Agent or Lender to the Borrower, their estate, trustee, receiver
or any other party, including, without limitation, such Guarantor, under any
Applicable Law or equitable cause, then, to the extent of such payment or
repayment, such Guarantor's liability under this Agreement shall be and remain
in full force and effect, as fully as if such payment had never been made, and,
if prior thereto, this Guaranty shall have been canceled or surrendered, this
Guaranty shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect the obligations of such Guarantor in respect of the amount of
such payment.

      SECTION 4.8 Waiver of Subrogation and Contribution. Each Guarantor hereby
irrevocably waives any claims or other rights which it may now or hereafter
acquire against the Borrower that arise from the existence or performance of
such Guarantor's obligations under this Guaranty, including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution,
indemnification, any right to participate in any claim or remedy of the
Administrative Agent or the Lenders against the Borrower security or collateral
which the Administrative Agent or the Lenders now have or may hereafter acquire,
whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, by any payment made under this Agreement or otherwise,
including without limitation, the right to take or receive from the Borrower,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim or other rights.

      SECTION 4.9 Remedies. Upon the occurrence of any Event of Default, the
Administrative Agent may enforce against any Guarantor its obligations and
liabilities under this Agreement and exercise such other rights and remedies as
may be available to the Administrative Agent under this Agreement, under the
Loan Documents or Applicable Law.

      SECTION 4.10 Limit of Liability. The obligations of each Guarantor under
this Agreement shall be limited to an aggregate amount equal to the largest
amount that would not render its obligations under this Agreement subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any applicable state law.


                                    ARTICLE V

                CLOSING; CONDITIONS OF CLOSING AND BORROWING

      SECTION 5.1 Closing. The closing shall take place at the offices of
Kennedy Covington Lobdell & Hickman, L.L.P. in Charlotte, North Carolina at
10:00 a.m. on March 31, 1999 or at such other place and on such other date as
the parties hereto shall mutually agree.


                                       22
<PAGE>

      SECTION 5.2 Conditions to Closing and Initial Loan. The obligation of the
Lenders to close this Agreement and to make the initial Loan is subject to the
satisfaction of each of the following conditions:

            (a) Executed Loan Documents. This Agreement and the Notes, in form
      and substance satisfactory to the Administrative Agent and each Lender
      shall have been duly authorized, executed and delivered by the Borrower
      and each other Credit Party, as applicable, shall be in full force and
      effect and no Default or Event of Default shall exist thereunder, and the
      Borrower and each other Credit Party, as applicable, shall have delivered
      original counterparts thereof to the Administrative Agent.

            (b) Closing Certificates; etc.

                  (i) Certificate of GTA GP. The Administrative Agent shall have
            received a certificate from the chief executive officer or chief
            financial officer of GTA GP, the managing general partner of the
            Borrower, in form and substance reasonably satisfactory to the
            Administrative Agent, to the effect that all representations and
            warranties of the Credit Parties contained in this Agreement and the
            other Loan Documents are true, correct and complete to the best
            knowledge of such Person; that to the best knowledge of such Person
            none of the Credit Parties is in violation of any of the covenants
            contained in this Agreement and the other Loan Documents; that,
            after giving effect to the transactions contemplated by this
            Agreement, no Default or Event of Default has occurred and is
            continuing; and that to the best knowledge of such Person the
            Borrower has satisfied each of the closing conditions.

                  (ii) Certificate of Secretary of the General Partner. The
            Administrative Agent shall have received a certificate of the
            secretary or assistant secretary of GTA GP, in its capacity as the
            Managing General Partner of the Borrower certifying on behalf of the
            Borrower that attached thereto is a true and complete copy of the
            Certificate of Limited Partnership of the Borrower and all
            amendments thereto, certified as of a recent date by the appropriate
            Governmental Authority in its jurisdiction of formation; that
            attached thereto is the Agreement of Limited Partnership of the
            Borrower and all amendments thereto; that attached thereto is a true
            and complete copy of resolutions duly adopted by the Board of
            Directors of GTA GP authorizing the execution, delivery and
            performance of the Loan Documents to which the Borrower is a party;
            that there has been no change in any of the items delivered
            previously to the Administrative Agent pursuant to Articles V and VI
            of the Amended and Restated Credit Agreement and that the Lenders
            may rely on such prior deliveries in making any Loan under this
            Agreement; and as to the incumbency and genuineness of the signature
            of each officer of GTA GP executing Loan Documents to which the
            Borrower is a party.


                                       23
<PAGE>

                  (iii) Certificate of Secretary of each Guarantor. The
            Administrative Agent shall have received a certificate of the
            secretary or assistant secretary of each Guarantor certifying that
            attached thereto is a true and complete copy of the articles of
            incorporation or articles of organization, as applicable of such
            Guarantor and all amendments thereto, certified as of a recent date
            by the appropriate Governmental Authority in its jurisdiction of
            incorporation; that attached thereto is a true and complete copy of
            the bylaws or operating agreement, as applicable of such Guarantor
            as in effect on the date of such certification; that attached
            thereto is a true and complete copy of resolutions duly adopted by
            the Board of Directors of such Guarantor or consents duly adopted by
            the members of such limited liability company Guarantor, as
            applicable authorizing the borrowings contemplated under this
            Agreement and the execution, delivery and performance of this
            Agreement and the other Loan Documents to which it is a party; that
            there has been no change in any of the items delivered previously to
            the Administrative Agent pursuant to Articles V and VI of the
            Amended and Restated Credit Agreement and that the Lenders may rely
            upon such prior deliveries in making any Loan under this Agreement;
            and as to the incumbency and genuineness of the signature of each
            officer of such Guarantor executing Loan Documents to which it is a
            party.

                  (iv) Pool Valuation Certificate. The Administrative Agent
            shall have received a Pool Valuation Certificate properly completed
            and executed by the Borrower, setting forth the Pool Value, the
            amount of which shall be equal to or greater than 1.75 times the
            aggregate amount of all unsecured Debt of the Credit Parties
            (including the outstanding Obligations).

                  (v) Opinions of Counsel. The Administrative Agent shall have
            received favorable opinions of counsel to the Credit Parties
            addressed to the Administrative Agent and the Lenders with respect
            to the Credit Parties, the Loan Documents and such other matters as
            the Lenders shall reasonably request.

            (c)   Consents; Defaults.

                  (i) Governmental and Third Party Approvals. All necessary
            approvals, authorizations and consents, if any be required, of any
            Person and of all Governmental Authorities and courts having
            jurisdiction with respect to the transactions contemplated by this
            Agreement and the other Loan Documents shall have been obtained.

                  (ii) No Injunction, Etc. No action, proceeding, investigation,
            regulation or legislation shall have been instituted, threatened or
            proposed before any Governmental Authority to enjoin, restrain, or
            prohibit, or to obtain substantial damages in respect of, or which
            is related to or arises out of this Agreement or the other Loan
            Documents or the consummation of the transactions contemplated
            hereby or thereby, or which, in the Administrative Agent's
            reasonable discretion, would make it inadvisable to consummate the
            transactions contemplated by this Agreement and such other Loan
            Documents.


                                       24
<PAGE>

                  (iii) No Event of Default. No Default or Event of Default
            shall have occurred and be continuing.

            (d) Payment of Fees. There shall have been paid by the Borrower to
      the Administrative Agent and the Lenders the fees set forth or referenced
      in Section 3.3 and any other accrued and unpaid fees or commissions due
      under this Agreement (including, without limitation, legal fees and
      expenses), and to any other Person such amount as may be due thereto in
      connection with the transactions contemplated hereby, including all taxes,
      fees and other charges in connection with the execution, delivery,
      recording, filing and registration of any of the Loan Documents.

            (e)   Miscellaneous.

                  (i) Notice of Borrowing. The Administrative Agent shall have
            received a Notice of Borrowing from the Borrower and identification
            of the account or accounts into which the proceeds of such Loans are
            to be disbursed.

                  (ii) Proceedings and Documents. All opinions, certificates and
            other instruments and all proceedings in connection with the
            transactions contemplated by this Agreement shall be reasonably
            satisfactory in form and substance to the Lenders. The Lenders shall
            have received copies of all other instruments and other evidence as
            the Lenders may reasonably request, in form and substance reasonably
            satisfactory to the Lenders, with respect to the transactions
            contemplated by this Agreement and the taking of all actions in
            connection therewith.

                  (iii) Existing Facility. The Existing Facility shall be repaid
            in full and terminated.

                  (iv) Amended and Restated Credit Agreement. The Amended and
            Restated Credit Agreement shall have closed.

                  (v) Due Diligence and Other Documents. The Borrower shall have
            delivered to the Administrative Agent such other documents,
            certificates and opinions as the Administrative Agent reasonably
            requests, certified by a secretary or assistant secretary of GTA GP,
            in its capacity as the Borrower's managing general partner as a true
            and correct copy thereof.

      SECTION 5.3 Conditions to All Loans. The obligation of the Lenders to make
any Loan is subject to the satisfaction of the following conditions precedent on
the relevant borrowing date:

            (a) Unavailability Under Amended and Restated Credit Agreement. All
      amounts available to the Borrower under the Amended and Restated Credit
      Agreement shall be fully drawn.


                                       25
<PAGE>

            (b) Continuation of Representations and Warranties. The
      representations and warranties contained in Article VI shall be true and
      correct in all material respects, and shall be deemed to be remade, on and
      as of such borrowing date with the same effect as if made on and as of
      such date (except for those which expressly relate to an earlier date).

            (c) No Existing Default. No Default or Event of Default shall have
      occurred and be continuing under this Agreement on the borrowing date with
      respect to such Loan or after giving effect to the Loans to be made on
      such date.

            (d) Officer's Compliance Certificate; Additional Documents. The
      Administrative Agent shall have received the current Officer's Compliance
      Certificate and each additional document, instrument, legal opinion or
      other item of information reasonably requested by it.

            (e) Availability. After giving effect to the requested Loan, the
      outstanding Loans will not exceed the amount available pursuant to Section
      2.1.

            (f) Pool Valuation Certificate. The Administrative Agent shall have
      received a Pool Valuation Certificate properly completed and executed by
      the Borrower, setting forth the Pool Value, the amount of which shall be
      equal to or greater than 1.75 times the aggregate amount of all unsecured
      Debt of the Credit Parties (including the amount of all Obligations
      outstanding after giving effect to the requested Loan).

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      SECTION 6.1 Reaffirmation of Representations and Warranties. The
representations and warranties contained in Article VI of the Amended and
Restated Credit Agreement are true and correct in all material respects and are
incorporated herein by this reference and deemed to be remade, on and as of the
date of this Agreement with the same effect as if made on and as of such date
(except for those which expressly relate to an earlier date) and set forth
herein in full.

      SECTION 6.2 No Material Adverse Change. Since the date of the Amended and
Restated Credit Agreement there has been no material adverse change in the
properties, business, operations, prospects or condition (financial or
otherwise) of the Credit Parties, and no event has occurred or condition arisen
that could reasonably be expected to have a Material Adverse Effect.


                                       26
<PAGE>

                                   ARTICLE VII

                        FINANCIAL INFORMATION AND NOTICES

      Until all the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 13.11 of this Agreement, the Credit Parties will furnish or cause to
be furnished to the Lenders at their respective addresses as set forth on
Schedule 1, or such other office as may be designated by the Lenders from time
to time all of the financial statements and projections required to be delivered
pursuant to the terms of Article VII of the Amended and Restated Credit
Agreement.


                                  ARTICLE VIII

                              AFFIRMATIVE COVENANTS

      Until all of the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner provided
for in Section 13.11, each Credit Party will, and will cause each of its
Subsidiaries to:

      SECTION 8.1 Compliance with Amended and Restated Credit Agreement. Comply
in all respects in a timely manner with all of the affirmative covenants set
forth in Section 3.14 and Article VIII of the Amended and Restated Credit
Agreement.


      SECTION 8.2 Supplemental Guarantors. Concurrently with the creation or
acquisition of any Subsidiary (a) cause it to execute and deliver to the
Administrative Agent a supplement to the Guaranty substantially in the form of
Exhibit G hereto, and (b) cause to be delivered to the Administrative Agent such
other documents as the Administrative Agent or Required Lenders shall reasonably
request in connection therewith, including, without limitation, officers'
certificates, financial statements, opinions of counsel, resolutions, charter
documents, certificates of existence and authority to do business and any other
closing certificates and documents described in Section 5.2.

                                   ARTICLE IX

                               FINANCIAL COVENANTS

      Until all of the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 13.11 of this Agreement, GTA and the other Credit Parties (on a
Consolidated basis) will comply in all respects in a timely manner with all of
the financial covenants set forth in Article IX of the Amended and Restated
Credit Agreement.


                                       27
<PAGE>

                                    ARTICLE X

                               NEGATIVE COVENANTS

      Until all of the Obligations have been paid and satisfied in full and the
Commitments terminated, unless consent has been obtained in the manner set forth
in Section 13.11 of this Agreement, the Credit Parties will comply in all
respects in a timely manner with all of the negative covenants set forth in
Article X of the Amended and Restated Credit Agreement.


                                   ARTICLE XI

                              DEFAULT AND REMEDIES

      SECTION 11.1 Events of Default. Each of the following shall constitute an
Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
Governmental Authority or otherwise:

            (a) Default in Payment of Principal of Loans. The Borrower shall
      default in any payment of principal of any Loan or Note when and as due
      (whether at maturity, by reason of acceleration or otherwise).

            (b) Other Payment Default. The Borrower shall default in the payment
      when and as due (whether at maturity, by reason of acceleration or
      otherwise) of interest on any Loan or Note or the payment of any other
      Obligation, and such default shall continue unremedied for five (5)
      Business Days.

            (c) Misrepresentation. Any representation or warranty made or deemed
      to be made by any Credit Party under this Agreement, any Loan Document or
      any amendment hereto or thereto, shall at any time prove to have been
      incorrect or misleading in any material respect when made or deemed made.

            (d) Default in Performance of Certain Covenants. Any Credit Party
      shall default in the performance or observance of any covenant or
      agreement contained in Article VIII or IX of this Agreement.

            (e) Default in Performance of Other Covenants and Conditions. Any
      Credit Party shall default in the performance or observance of any term,
      covenant, condition or agreement contained in this Agreement (other than
      as specifically provided for otherwise in this Section 11.1) or any other
      Loan Document and such default shall continue for a period of thirty (30)
      days after written notice thereof has been given to such Credit Party by
      the Administrative Agent; or if such default cannot reasonably be cured
      within such period, such Credit Party does not within such thirty (30)-day
      period commence such act or acts as shall be necessary to remedy the
      default and shall not cause such default to be cured within a reasonable
      time, not to exceed, in any event, one hundred twenty (120) days.


                                       28
<PAGE>

            (f) Cross-Default. Any Event of Default shall exist under the
      Amended and Restated Credit Agreement.

            (g) Termination of Commitments under Amended and Restated Credit
      Agreement. The commitments of the lenders under the Amended and Restated
      Credit Agreement shall be terminated for any reason.

      SECTION 11.2 Remedies. Upon the occurrence of an Event of Default, with
the consent of the Required Lenders, the Administrative Agent may, or upon the
request of the Required Lenders, the Administrative Agent shall, by notice to
the Borrower:

            (a) Acceleration; Termination of Facilities. Declare the principal
      of and interest on the Loans and the Notes at the time outstanding, and
      all other amounts owed to the Lenders and to the Administrative Agent
      under this Agreement or any of the other Loan Documents and all other
      Obligations, to be forthwith due and payable, whereupon the same shall
      immediately become due and payable without presentment, demand, protest or
      other notice of any kind, all of which are expressly waived, anything in
      this Agreement or the other Loan Documents to the contrary
      notwithstanding, and terminate the Credit Facility and any right of the
      Borrower to request borrowings hereunder; provided, that upon the
      occurrence of an Event of Default specified in Section 11.1(l) or (m) of
      the Amended and Restated Credit Agreement, the Credit Facility shall be
      automatically terminated and all Obligations shall automatically become
      due and payable.

            (b) Rights of Collection. Exercise on behalf of the Lenders all of
      its other rights and remedies under this Agreement (including, without
      limitation, the Guaranty), the other Loan Documents and Applicable Law, in
      order to satisfy all of the Borrower's Obligations.

      SECTION 11.3 Rights and Remedies Cumulative; Non-Waiver; etc. The
enumeration of the rights and remedies of the Administrative Agent and the
Lenders set forth in this Agreement is not intended to be exhaustive and the
exercise by the Administrative Agent and the Lenders of any right or remedy
shall not preclude the exercise of any other rights or remedies, all of which
shall be cumulative, and shall be in addition to any other right or remedy given
under this Agreement or under the Loan Documents or that may now or hereafter
exist in law or in equity or by suit or otherwise. No delay or failure to take
action on the part of the Administrative Agent or any Lender in exercising any
right, power or privilege shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude other
or further exercise thereof or the exercise of any other right, power or
privilege or shall be construed to be a waiver of any Event of Default. No
course of dealing between the Borrower, the Administrative Agent and the Lenders
or their respective agents or employees shall be effective to change, modify or
discharge any provision of this Agreement or any of the other Loan Documents or
to constitute a waiver of any Event of Default.


                                       29
<PAGE>

                                   ARTICLE XII

                            THE ADMINISTRATIVE AGENT

      SECTION 12.1      Appointment, Powers, and Immunities.

      (a) Each Lender hereby irrevocably appoints and authorizes NationsBank to
act as its Administrative Agent under this Agreement and the other Loan
Documents with such powers and discretion as are specifically and respectively
delegated to the Administrative Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably
incidental thereto.

      (b) The Administrative Agent shall administer the Credit Facility in the
same manner as if the entire Aggregate Commitment were held by the
Administrative Agent in its own portfolio. The Administrative Agent shall
forward to the Lenders all documents received by such Administrative Agent from
any Credit Party pursuant to the terms of this Agreement, unless such Credit
Party is obligated under this Agreement to make delivery of such documents to
the Lenders.

      (c) The Administrative Agent (which term as used in this sentence and in
Section 12.5 and the first sentence of Section 12.6 shall include its Affiliates
and its own and its Affiliates' officers, directors, employees, and agents): (a)
shall not have any duties or responsibilities except those expressly set forth
in this Agreement and shall not be a trustee or fiduciary for any Lender; (b)
shall not be responsible to the Lenders for any recital, statement,
representation, or warranty (whether written or oral) made in or in connection
with any Loan Document or any certificate or other document referred to or
provided for in, or received by any of them under, any Loan Document, or for the
value, validity, effectiveness, genuineness, enforceability, or sufficiency of
any Loan Document, or any other document referred to or provided for therein or
for any failure by any Credit Party or any other Person to perform any of its
obligations under this Agreement; (c) shall not be responsible for or have any
duty to ascertain, inquire into, or verify the performance or observance of any
covenants or agreements by any Credit Party or the satisfaction of any condition
or to inspect the property (including the books and records) of any Credit Party
or any of its Subsidiaries or Affiliates; (d) shall not be required to initiate
or conduct any litigation or collection proceedings under any Loan Document; and
(e) shall be responsible for any action taken or omitted to be taken by it under
or in connection with any Loan Document, except for its own gross negligence or
willful misconduct or breach of an express agreement made by such Administrative
Agent to any other Lenders contained herein. The Administrative Agent may employ
agents and attorneys-in-fact and shall not be responsible for the negligence or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care.

      SECTION 12.2 Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely upon any certification, notice, instrument, writing,
or other communication (including, without limitation, any thereof by telephone
or telecopy) reasonably believed by it to be genuine and correct and to have
been signed, sent or made by or on behalf of the proper Person or Persons, and
upon advice and statements of legal counsel (including counsel for any Credit
Party), independent accountants, and other experts selected by such
Administrative Agent. The Administrative Agent may deem and treat the payee of
any Note as the holder thereof for all purposes of this Agreement unless and
until the Administrative Agent receives and accepts an Assignment and Acceptance
executed in accordance with Section 13.10. As to any matters not expressly
provided for by this Agreement, the Administrative Agent shall not be required
to exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding on all of the Lenders; provided, however, that
Administrative Agent shall not be required to take any action that exposes such
Administrative Agent to personal liability or that is contrary to any Loan
Document or applicable law or unless it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking any such action.


                                       30
<PAGE>

      SECTION 12.3 Defaults. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default or Event of Default
unless such Administrative Agent has received written notice from a Lender or
the Borrower specifying such Default or Event of Default and stating that such
notice is a "Notice of Default". In the event that any Lender receives such a
notice of the occurrence of a Default or Event of Default, such Lender shall
give prompt notice thereof to the Administrative Agent, the other Lenders and
the Borrower. The Administrative Agent shall (subject to Section 12.2 of this
Agreement) take such action with respect to such Default or Event of Default as
shall reasonably be directed by the Required Lenders, provided that, unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders.

      SECTION 12.4 Rights as Lender. With respect to its Commitment and the
Loans made by it, the Administrative Agent (and any successor acting as
Administrative Agent) in its capacity as a Lender under this Agreement shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not acting as Agent, and the term "Lender"
or "Lenders" shall, unless the context otherwise indicates, include the
Administrative Agent in its individual capacity. The Administrative Agent (and
any successor acting as Agent) and its Affiliates may (without having to account
therefor to any Lender) accept deposits from, lend money to, make investments
in, provide services to, and generally engage in any kind of lending, trust, or
other business with any Credit Party or Affiliates as if it were not acting as
Administrative Agent, and the Administrative Agent (and any successor acting as
Agent) and its Affiliates may accept fees and other consideration from any
Credit Party or any of its Subsidiaries or Affiliates for services in connection
with this Agreement or otherwise without having to account for the same to the
Lenders.

      SECTION 12.5 Indemnification. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 3.7, but
without limiting the obligations of the Borrower under such Section) ratably in
accordance with their respective Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including attorneys' fees), or disbursements of any kind and nature
whatsoever that may be imposed on, incurred by or asserted against the
Administrative Agent (including by any Lender) in any way relating to or arising
out of any Loan Document or the transactions contemplated thereby or any action
taken or omitted by the Administrative Agent under any Loan Document; provided
that no Lender shall be liable for any of the foregoing to the extent they arise
from the gross negligence or willful misconduct of the Person to be indemnified
or from the breach of an express agreement or made by the Administrative Agent
to any Lenders contained herein. Without limitation of the foregoing, each
Lender agrees to reimburse the Administrative Agent promptly upon demand for its
ratable share of any costs or expenses payable by the Borrower under Section
13.2, to the extent that the Administrative Agent is not promptly reimbursed for
such reasonable and actually incurred costs and expenses by the Borrower. The
agreements contained in this Section shall survive payment in full of the Loans
and all other amounts payable under this Agreement.


                                       31
<PAGE>

      SECTION 12.6 Non-Reliance on Agent and Other Lenders. Each Lender agrees
that it has, independently and without reliance on the Administrative Agent or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Credit Parties and their
Subsidiaries and decision to enter into this Agreement and to make Loans
hereunder and to issue or participate in Letters of Credit hereunder and that it
will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under the Loan Documents. Except for notices,
reports, and other documents and information expressly required to be furnished
to the Lenders by the Administrative Agent under this Agreement, the
Administrative Agent shall have no duty or responsibility to provide any Lender
with any credit or other information concerning the affairs, financial
condition, or business of any Credit Party or Affiliates that may come into the
possession of the Administrative Agent or any of its Affiliates.

      SECTION 12.7      Resignation; Removal of Agents; Successor Agents.

      (a) Resignation of Agent. Subject to the appointment and acceptance of a
successor as provided below, the Administrative Agent may resign at any time by
giving notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Administrative Agent, which successor shall be an Eligible Assignee having total
assets of at least $25,000,000,000. If no successor Administrative Agent shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within thirty (30) days after the Administrative Agent's giving of
notice of resignation, then the Administrative Agent may, on behalf of the
Lenders, appoint a successor Administrative Agent, which successor shall be an
Eligible Assignee having total assets of at least $25,000,000,000.

      (b) Removal of Administrative Agent. The Lenders may remove the
Administrative Agent hereunder and appoint a successor Administrative Agent upon
not less than thirty (30) days' prior written notice signed by Lenders whose
Commitment Percentages equal sixty six and two thirds percent (66.67%) of the
Aggregate Commitment exclusive of the Administrative Agent's Commitment, if the
Administrative Agent is grossly negligent or is guilty of willful misconduct in
the performance of its duties hereunder, as determined in the reasonable
discretion of the Lenders signing the foregoing written notice.


                                       32
<PAGE>

      (c) Successor Agents. Upon the acceptance of any appointment as
Administrative Agent under this Agreement by a successor, such successor shall
thereupon succeed to and become vested with all the rights, powers, discretion,
privileges, and duties of the retiring Administrative Agent upon written notice
thereof to Borrower, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement excepting with respect to
its willful misconduct or gross negligence occurring prior to its discharge.
After any retiring Administrative Agent's resignation or removal under this
Agreement as Administrative Agent, the provisions of this Article 12 shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.


                                  ARTICLE XIII

                                  MISCELLANEOUS

      SECTION 13.1      Notices.

      (a) Method of Communication. Except as otherwise provided in this
Agreement, all notices and communications under this Agreement shall be in
writing, or by telephone subsequently confirmed in writing. Any notice shall be
effective if delivered by hand delivery or sent via telecopy, recognized
overnight courier service or certified mail, return receipt requested, and shall
be presumed to be received by a party hereto (i) on the date of delivery if
delivered by hand or sent by telecopy, (ii) on the next Business Day if sent by
recognized overnight courier service, and (iii) on the third Business Day
following the date sent by certified mail, return receipt requested. A
telephonic notice to the Administrative Agent as understood by the
Administrative Agent will be deemed to be the controlling and proper notice in
the event of a discrepancy with or failure to receive a confirming written
notice.

      (b) Addresses for Notices. Notices to any party shall be sent to it at the
following addresses, or any other address as to which all the other parties are
notified in writing.

      If to the Borrower:           Golf Trust of America, L.P.
                                     c/o GTA
                                    14 North Adgers Wharf
                                    Charleston, South Carolina  29401
                                    Attention: W. Bradley Blair, II and
                                               Scott D. Peters
                                    Telephone No.: 803/723-4653
                                    Telecopy No.:  803/723-0479

      With copies to:               O'Melveny & Myers LLP
                                    275 Battery Street, 26th Floor
                                    San Francisco, California  94105
                                    Attention:     Peter T. Healy, Esq.
                                    Telephone No.: (415) 984-8833
                                    Telecopy No.:  (415) 984-8701


                                       33
<PAGE>

      If to the Guarantors:         Golf Trust of America, Inc.
                                     c/o GTA
                                    14 North Adgers Wharf
                                    Charleston, South Carolina  29401
                                    Attention: W. Bradley Blair, II and
                                              Scott D. Peters
                                    Telephone No.: 843/723-4653
                                    Telecopy No.:  843/723-0479

      If to NationsBank as          NationsBank, N.A.
      Administrative Agent          Commercial Banking
      or as Issuing Lender:         2501 Oak Street, 2nd Floor
                                    Myrtle Beach, South Carolina  29577-0807
                                    Attention:     Dale Zeglin
                                    Telephone No.: (843) 946-3259
                                    Telecopy No.:  (843) 946-3211

      If to any Lender:             To the Address set forth on
                                      Schedule 1 hereto

      (c) Administrative Agent's Office. The Administrative Agent hereby
designates its office located at the address set forth above, or any subsequent
office which shall have been specified for such purpose by written notice to the
Borrower and Lenders, as the Administrative Agent's Office referred to in this
Agreement, to which payments due are to be made and at which Loans will be
disbursed.

      SECTION 13.2 Expenses; Indemnification. (a) The Borrower agrees to pay on
demand all reasonably and actually incurred costs and expenses of the
Administrative Agent, NationsBanc Montgomery Securities LLC and the Lenders in
connection with the syndication, preparation, execution, delivery,
administration, modification, and amendment of this Agreement, the other Loan
Documents, and the other documents to be delivered under this Agreement,
including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent, NationsBanc Montgomery Securities LLC and the Lenders
(including the cost of internal counsel) with respect thereto and with respect
to advising the Administrative Agent or any Lender as to their rights and
responsibilities under the Loan Documents. The Borrower further agrees to pay on
demand all reasonably and actually incurred costs and expenses of the
Administrative Agent and the Lenders, if any (including, without limitation,
reasonable and actually incurred attorneys' fees and expenses and the reasonably
and actually incurred cost of internal counsel), in connection with the
enforcement (whether through negotiations, legal proceedings, or otherwise) of
the Loan Documents and the other documents to be delivered under this Agreement.

      (b) The Borrower agrees to indemnify and hold harmless the Administrative
Agent and each Lender and each of their Affiliates and their respective
officers, directors, employees, agents, and advisors (each, an "Indemnified
Party") from and against any and all claims, damages, losses, liabilities,
costs, and expenses (including, without limitation, reasonable and actually
incurred attorneys' fees) that may be incurred by or asserted or awarded against
any Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation, or proceeding or preparation of defense in connection therewith) the
Loan Documents, any of the transactions contemplated in this Agreement or the
actual or proposed use of the proceeds of the Loans, except to the extent such
claim, damage, loss, liability, cost, or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct. In the
case of an investigation, litigation or other proceeding to which the indemnity
in this Section 13.2 applies, such indemnity shall be effective whether or not
such investigation, litigation or proceeding is brought by any Credit Party, its
directors, shareholders or creditors or an Indemnified Party or any other Person
or any Indemnified Party is otherwise a party thereto and whether or not the
transactions contemplated hereby are consummated. The Borrower agrees not to
assert any claim against the Administrative Agent, any Lender, any of their
Affiliates, or any of their respective directors, officers, employees,
attorneys, agents, and advisers, on any theory of liability, for special,
indirect, consequential, or punitive damages arising out of or otherwise
relating to the Loan Documents, any of the transactions contemplated in this
Agreement or the actual or proposed use of the proceeds of the Loans.


                                       34
<PAGE>

      (c) Without prejudice to the survival of any other agreement of the
Borrower under this Agreement, the agreements and obligations of the Borrower
contained in this Section 13.2 shall survive the payment in full of the Loans
and all other amounts payable under this Agreement.

      SECTION 13.3 Set-off. In addition to any rights now or hereafter granted
under Applicable Law and not by way of limitation of any such rights, upon and
after the occurrence of any Event of Default and during the continuance thereof,
the Lenders and any assignee or participant of a Lender in accordance with
Section 13.10 are hereby authorized by the Borrower at any time or from time to
time, without notice to the Borrower or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, time or demand, including, but not limited
to, indebtedness evidenced by certificates of deposit, whether matured or
unmatured) and any other indebtedness at any time held or owing by the Lenders,
or any such assignee or participant to or for the credit or the account of the
Borrower against and on account of the Obligations irrespective of whether or
not (a) the Lenders shall have made any demand under this Agreement or any of
the other Loan Documents or (b) the Administrative Agent shall have declared any
or all of the Obligations to be due and payable as permitted by Section 11.2 and
although such Obligations shall be contingent or unmatured.

      SECTION 13.4 Governing Law. This Agreement, the Notes and the other Loan
Documents, unless otherwise expressly set forth therein, shall be governed by,
construed and enforced in accordance with the laws of the State of North
Carolina, without reference to the conflicts or choice of law principles
thereof.

      SECTION 13.5 Consent to Jurisdiction. Each Credit Party hereby irrevocably
consents to the personal jurisdiction of the state and federal courts located in
Mecklenburg County, North Carolina, in any action, claim or other proceeding
arising out of any dispute in connection with this Agreement, the Notes and the
other Loan Documents, any rights or obligations under this Agreement or
thereunder, or the performance of such rights and obligations. Each Credit Party
hereby irrevocably consents to the service of a summons and complaint and other
process in any action, claim or proceeding brought by either the Administrative
Agent or any Lender in connection with this Agreement, the Notes or the other
Loan Documents, any rights or obligations under this Agreement or thereunder, or
the performance of such rights and obligations, on behalf of itself or its
property, in the manner specified in Section 13.1. Nothing in this Section 13.5
shall affect the right of either the Administrative Agent or any Lender to serve
legal process in any other manner permitted by Applicable Law or affect the
right of either the Administrative Agent or any Lender to bring any action or
proceeding against any Credit Party or its properties in the courts of any other
jurisdictions.


                                       35
<PAGE>

      SECTION 13.6 Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE
ADMINISTRATIVE AGENT, EACH LENDER AND EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY ACTION, CLAIM OR
OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT,
THE NOTES OR THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS UNDER THIS
AGREEMENT OR THEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.


      SECTION 13.7 Reversal of Payments. To the extent the Borrower makes a
payment or payments to the Administrative Agent for the ratable benefit of the
Lenders which payments or proceeds or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds repaid, the Obligations or part thereof
intended to be satisfied shall be revived and continued in full force and effect
as if such payment or proceeds had not been received by the Administrative
Agent.

      SECTION 13.8      Injunctive Relief; Punitive Damages.

      (a) Each Credit Party recognizes that, in the event the Borrower fails to
perform, observe or discharge any of its obligations or liabilities under this
Agreement, any remedy of law may prove to be inadequate relief to the Lenders.
Therefore, each Credit Party agrees that the Lenders, at the Lenders' option,
shall be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.

      (b) The Administrative Agent, the Lenders and each Credit Party hereby
agree that no such Person shall have a remedy of punitive or exemplary damages
against any other party to a Loan Document and each such Person hereby waives
any right or claim to punitive or exemplary damages that they may now have or
may arise in the future in connection with any judicial proceeding, dispute,
claim or controversy arising out of, connected with or relating to the Notes or
any other Loan Documents ("Disputes"), whether such Dispute is resolved through
arbitration or judicially.


                                       36
<PAGE>

      SECTION 13.9 Accounting Matters. All financial and accounting
calculations, measurements and computations made for any purpose relating to
this Agreement, including, without limitation, all computations utilized by any
Credit Party to determine compliance with any covenant contained in this
Agreement, shall, except as otherwise expressly contemplated hereby or unless
there is an express written direction by the Administrative Agent to the
contrary agreed to by the Borrower, be performed in accordance with GAAP as in
effect on the Closing Date. In the event that changes in GAAP shall be mandated
by the Financial Accounting Standards Board, or any similar accounting body of
comparable standing, or shall be recommended by the Borrower's certified public
accountants, to the extent that such changes would modify such accounting terms
or the interpretation or computation thereof, such changes shall be followed in
defining such accounting terms only from and after the date the Borrower and the
Lenders shall have amended this Agreement to the extent necessary to reflect any
such changes in the financial covenants and other terms and conditions of this
Agreement.

      SECTION 13.10 Assignments and Participations. (a) Each Lender may assign
to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Loans, its Note, and its Commitment); provided, however, that

            (i)   each such assignment shall be to an Eligible Assignee;

            (ii) except in the case of an assignment to another Lender or an
      assignment of all of a Lender's rights and obligations under this
      Agreement, any such partial assignment shall be in an amount at least
      equal to $5,000,000 or an integral multiple of $1,000,000 in excess
      thereof;

            (iii) each such assignment by a Lender shall be of a constant, and
      not varying, percentage of all of its rights and obligations under this
      Agreement and the Note;

            (iv) the parties to such assignment shall execute and deliver to the
      Administrative Agent for its acceptance an Assignment and Acceptance in
      the form of Exhibit F hereto, together with any Note subject to such
      assignment and, except in cases of assignment to a Lender or an Affiliate
      of a Lender a processing fee of $3,500; and

            (v) Borrower shall receive prior written notice thereof.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender under this
Agreement and the assigning Lender shall, to the extent of such assignment,
relinquish its rights and be released from its obligations under this Agreement
excepting with respect to any gross negligence or willful misconduct on the part
of such assigning Lender prior to the date of such assignment. Upon the
consummation of any assignment pursuant to this Section, the assignor, the
Administrative Agent and the Borrower shall make appropriate arrangements so
that, if required, new Notes are issued to the assignor and the assignee. If the
assignee is not incorporated under the laws of the United States of America or a
state thereof, it shall deliver to the Borrower and the Administrative Agent
certification as to exemption from deduction or withholding of Taxes in
accordance with Section 3.13.


                                       37
<PAGE>

      (b) The Administrative Agent shall maintain at its address referred to in
Section 13.1 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the
Lenders and the Commitment of, and principal amount of the Loans owing to, each
Lender from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender under this Agreement for all
purposes of this Agreement. The Register shall be available for inspection by
the Borrower (or any of its Administrative Agents or advisors) or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

      (c) Upon its receipt of an Assignment and Acceptance executed by the
parties thereto, together with any Note subject to such assignment and payment
of the processing fee, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit F
hereto, (i) accept such Assignment and Acceptance, (ii) record the information
contained therein in the Register and (iii) give prompt written notice thereof
to the parties thereto and to the Borrower.

      (d) Each Lender may sell participations to one or more Persons in all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and its Loans), any such partial participation shall
be in an amount at least equal to $5,000,000 or an integral multiple of
$1,000,000 in excess thereof; provided, however, that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations, (iii) the participant shall be entitled to the benefit of the
yield protection provisions contained in Article III and the right of set-off
contained in Section 3.5, and (iv) the Borrower shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement, and such Lender shall retain the sole right to
enforce the obligations of the Borrower relating to its Loans and its Note and
to approve any amendment, modification, or waiver of any provision of this
Agreement (other than amendments, modifications, or waivers decreasing the
amount of principal of or the rate at which interest is payable on such Loans or
Note, extending any scheduled principal payment date or date fixed for the
payment of interest on such Loans or Note or increasing the Aggregate
Commitment.

      (e) Notwithstanding any other provision set forth in this Agreement, any
Lender may at any time assign and pledge all or any portion of its Loans and its
Note to any Federal Reserve Bank as collateral security pursuant to Regulation A
and any Operating Circular issued by such Federal Reserve Bank. No such
assignment shall release the assigning Lender from its obligations under this
Agreement.

      (f) Any Lender may furnish any information concerning the Borrower or any
of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants).


                                       38
<PAGE>

      SECTION 13.11 Amendments and Waivers. Any provision of this Agreement or
any other Loan Document may be amended or waived if, but only if, such amendment
or waiver is in writing and is signed by the Borrower and the Required Lenders
(and, if Article XII or the rights or duties of the Administrative Agent is
affected thereby, by the Administrative Agent); provided that no such amendment
or waiver shall, unless signed by all the Lenders (other than Defaulting
Lenders), (i) increase the Commitments of the Lenders, (ii) extend the time of
the obligation of the Lenders to make Loans, (iii) reduce the principal of or
rate of interest on any Loan or any fees or other amounts payable under this
Agreement, (iv) postpone any date fixed for the payment of any scheduled
installment of principal of or interest on any Loan or any fees or other amounts
payable hereunder or for termination of any Commitment, (v) change the
percentage of the Commitments or of the unpaid principal amount of the Notes, or
the number of Lenders, which shall be required for the Lenders, the
Administrative Agent or any of them to take any action under this Section or any
other provision of this Agreement, (vi) release any Guarantor, (vii) modify any
provision of Article IX, (viii) modify the provisions of Section 10.1 of the
Amended and Restated Credit Agreement or (ix) modify the provisions of Section
10.3 of the Amended and Restated Credit Agreement, this Section 13.11, the
definition of Required Lenders or any provision of any Loan Document which, by
its terms, requires the consent, approval or satisfaction of all Lenders or each
Lender, without the prior written consent of each Lender.

      SECTION 13.12 Performance of Duties. Each Credit Party's obligations under
this Agreement and each of the Loan Documents shall be performed by such Credit
Party at its sole cost and expense.

      SECTION 13.13 All Powers Coupled with Interest. All powers of attorney and
other authorizations granted to the Lenders, the Administrative Agent and any
Persons designated by the Administrative Agent or any Lender pursuant to any
provisions of this Agreement or any of the other Loan Documents shall be deemed
coupled with an interest and shall be irrevocable so long as any of the
Obligations remain unpaid or unsatisfied or the Credit Facility has not been
terminated.

      SECTION 13.14 Survival of Indemnities. Notwithstanding any termination of
this Agreement, the indemnities to which the Administrative Agent and the
Lenders are entitled under the provisions of this Article XIII and any other
provision of this Agreement and the Loan Documents shall continue in full force
and effect and shall protect the Administrative Agent and the Lenders against
events arising after such termination as well as before.

      SECTION 13.15 Titles and Captions. Titles and captions of Articles,
Sections and subsections in this Agreement are for convenience only, and neither
limit nor amplify the provisions of this Agreement.

      SECTION 13.16 Severability of Provisions. Any provision of this Agreement
or any other Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent
of such prohibition or unenforceability without invalidating the remainder of
such provision or the remaining provisions of this Agreement or thereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.


                                       39
<PAGE>

      SECTION 13.17 Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns, and all of which taken together
shall constitute one and the same agreement.

      SECTION 13.18 Term of Agreement. This Agreement shall remain in effect
from the Closing Date through and including the date upon which all Obligations
shall have been indefeasibly and irrevocably paid and satisfied in full. No
termination of this Agreement shall affect the rights and obligations of the
parties hereto arising prior to such termination.


                                       40
<PAGE>

[Credit Agreement]

[Credit Agreement]

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, all as of the day and year first
written above.

[CORPORATE SEAL]                GOLF TRUST OF AMERICA, L.P., a Delaware
                                limited partnership

                                By: GTA, GP, Inc., a Maryland corporation,
                                its general partner


                                By:______________________________________
                                      W. Bradley Blair, II
                                      Its Chief Executive Officer and President



[CORPORATE SEAL]                GOLF TRUST OF AMERICA, INC., a Maryland
                                corporation


                                By:______________________________________
                                      W. Bradley Blair, II
                                      Its Chief Executive Officer and President



[CORPORATE SEAL]                GTA GP, INC., a Maryland corporation


                                By:______________________________________
                                      W. Bradley Blair, II
                                      Its Chief Executive Officer and President



 [CORPORATE SEAL]               GTA LP, INC., a Maryland corporation


                                By:______________________________________
                                      W. Bradley Blair, II
                                      Its Chief Executive Officer and President

<PAGE>

[CORPORATE SEAL]                SANDPIPER GTA DEVELOPMENT, INC.


                                By:_________________________________
                                    Name: __________________________
                                    Title:__________________________


[CORPORATE SEAL]                SANDPIPER-GOLF TRUST, LLC

                                By: Golf Trust of America, L.P., its sole member

                                    By:  GTA, GP, Inc., its general partner
                                By:_________________________________
                                    Name: __________________________
                                    Title:__________________________

<PAGE>

                                NATIONSBANK, N.A., as Administrative Agent
                                   and Lender


                                By:_________________________________
                                    Name: __________________________
                                    Title:__________________________

<PAGE>

                       SCHEDULE 1: LENDERS AND COMMITMENTS


                                                            COMMITMENT
                                                          AND COMMITMENT
LENDER                                                      PERCENTAGE

NationsBank N.A.                                            $25,000,000
2501 Oak Street, 2nd Floor                                          100%
Myrtle Beach, South Carolina  29577-0807
Attention:  Dale Zeglin
Telephone No.:    (803) 946-3259
Telecopy No.:     (803) 946-3211

<PAGE>

                                    EXHIBIT A
                                       to
                                Credit Agreement
                           Dated as of March 31, 1999
                                  by and among
                          Golf Trust of America, L.P.,
                                  as Borrower,
                          the Guarantors party thereto,
                           the Lenders party thereto,
                                       and
                               NationsBank, N.A.,
                   as Administrative Agent for the Lenders



                                  FORM OF NOTE


$25,000,000
March __, 1999


      FOR VALUE RECEIVED, the undersigned, GOLF TRUST OF AMERICA, L.P., a
Delaware limited partnership (the "Borrower"), hereby promises to pay to the
order of NATIONSBANK, N.A. (the "Bank"), at the times, at the place and in the
manner provided in the Credit Agreement hereinafter referred to, the principal
sum of up to Twenty Five Million Dollars ($25,000,000), or, if less, the
aggregate unpaid principal amount of all Loans disbursed by the Bank under the
Credit Agreement referred to below, together with interest at the rates as in
effect from time to time with respect to each portion of the principal amount
hereof, determined and payable as provided in Article III of the Credit
Agreement. Capitalized terms not otherwise defined herein shall have the meaning
assigned thereto in the Credit Agreement.

      This Note is one of the Notes referred to in, and is entitled to the
benefits of, the Credit Agreement dated as of March 31, 1999 (as amended,
restated or otherwise modified, the "Credit Agreement"), by and among the
Borrower, the Guarantors party thereto, the lenders (including the Bank) who are
or may become party thereto (collectively, the "Lenders") and NationsBank, N.A.,
as Administrative Agent for the Lenders. The Credit Agreement contains, among
other things, provisions for the time, place and manner of payment of this Note,
the determination of the interest rate borne by and fees payable in respect of
this Note, acceleration of the payment of this Note upon the happening of
certain stated events and the mandatory repayment of this Note under certain
circumstances.

      The Borrower agrees to pay on demand, in accordance with the terms of the
Credit Agreement, all costs of collection, including reasonable attorneys' fees,
if any part of this Note, principal or interest, is collected after maturity
with the aid of an attorney.

<PAGE>

      Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived.

      THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND SHALL
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NORTH
CAROLINA.

      The Debt evidenced by this Note is senior in right of payment to all
Subordinated Debt referred to in the Credit Agreement.

      IN WITNESS WHEREOF, the Borrower has caused this Note to be executed under
seal by a duly authorized officer of its General Partner, all as of the day and
year first above written.

                                    GOLF TRUST OF AMERICA, L.P.
[CORPORATE SEAL]              By:   GTA GP, Inc., its General Partner


                                    By:  ____________________________
                                          W. Bradley Blair, II
                                          Chief Executive Officer
                                          and President

<PAGE>

                                    EXHIBIT B
                                       to
                                Credit Agreement
                           Dated as of March 31, 1999
                                  by and among
                          Golf Trust of America, L.P.,
                                  as Borrower,
                          the Guarantors party thereto,
                           the Lenders party thereto,
                                       and
                               NationsBank, N.A.,
                   as Administrative Agent for the Lenders



                           FORM OF NOTICE OF BORROWING


NationsBank, N.A., as Administrative Agent
Commercial Banking
2501 Oak Street, 2nd Floor
Myrtle Beach, South Carolina  29577-0807

Attention:  Dale C. Zeglin

Ladies and Gentlemen:

      This irrevocable Notice of Borrowing is delivered to you by Golf Trust of
America, L.P. (the "Borrower") under Section 2.2(a) of the Credit Agreement,
dated as of March 31, 1999 (as amended, restated or otherwise modified, the
"Credit Agreement"), by and among the Borrower, the Guarantors party thereto,
the lenders who are or may become party thereto (collectively, the "Lenders")
and NationsBank, N.A., as Administrative Agent for the Lenders.

      1. The Borrower hereby requests that the Lenders make a [Eurodollar] [Base
Rate] Loan in the aggregate principal amount of ___________________ (the
"Loan").(1)

      2. The Borrower hereby requests that the Loan be made on the following
Business Day: _____________________.(2)

      3. $________________ of the Loan shall be used to finance the purchase of
golf courses and $________________ of the Loan proceeds shall be used for
working capital and general corporate requirements.

--------
1     Complete with an amount in compliance with Section 2.2(a) of the Credit
      Agreement.

2     This date should be no earlier than two (2) Business Days after delivery
      of this Notice for a Base Rate Loan and no earlier than three (3) Business
      Days after delivery of this Notice for a Eurodollar Loan.

<PAGE>

      4. The principal amount of all Loans outstanding as of the date hereof
(including the requested Loan) does not exceed the maximum amount permitted to
be outstanding pursuant to the terms of the Credit Agreement.

      5. All of the conditions applicable to the Loan requested herein as set
forth in the Credit Agreement have been satisfied as of the date hereof and will
remain satisfied to the date of such Loan.

      6. All capitalized undefined terms used herein have the meanings assigned
thereto in the Credit Agreement.


      IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing
this ____ day of ______________, ______.


                              GOLF TRUST OF AMERICA, L.P.

                              By:   GTA GP, Inc., its General Partner


                                    By: ___________________________
                                          W. Bradley Blair, II
                                          Chief Executive Officer
                                          and President

<PAGE>

                                    EXHIBIT C
                                       to
                                Credit Agreement
                           Dated as of March 31, 1999
                                  by and among
                          Golf Trust of America, L.P.,
                                  as Borrower,
                          the Guarantors party thereto,
                           the Lenders party thereto,
                                       and
                               NationsBank, N.A.,
                   as Administrative Agent for the Lenders


                           FORM OF NOTICE OF REPAYMENT


NationsBank, N.A., as Administrative Agent
Commercial Banking
2501 Oak Street, 2nd Floor
Myrtle Beach, South Carolina  29577-0807

Attention:  Dale C. Zeglin

Ladies and Gentlemen:

      This irrevocable Notice of Repayment is delivered to you by Golf Trust of
America, L.P. (the "Borrower"), under Section 2.3(c) of the Credit Agreement,
dated as of March 31, 1999 (as amended, restated or otherwise modified, the
"Credit Agreement"), by and among the Borrower, the Guarantors party thereto,
the lenders who are or may become party thereto (collectively, the "Lenders")
and NationsBank, N.A., as Administrative Agent for the Lenders (the
"Administrative Agent").

      1. The Borrower hereby provides notice to the Administrative Agent that
the Borrower shall repay the Loans in the following amount:
------------------.

      2. Such Loan(s) to be repaid are [Base Rate] [Eurodollar] Loan(s).

      3. The Borrower shall repay such Loan(s) on the following Business Day:
_______________.(1)

      4. All capitalized undefined terms used herein have the meanings assigned
thereto in the Credit Agreement.

----------
1     This date should be no earlier than three (3) Business Days after the
      delivery of this Notice.

<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment
this ____ day of , .


                              GOLF TRUST OF AMERICA, L.P.

                              By:   GTA GP, Inc., its General Partner


                                    By:  ____________________________
                                          W. Bradley Blair, II
                                          Chief Executive Officer
                                          and President

<PAGE>

                                    EXHIBIT D
                                       to
                                Credit Agreement
                           Dated as of March 31, 1999
                                  by and among
                          Golf Trust of America, L.P.,
                                  as Borrower,
                          the Guarantors party thereto,
                           the Lenders party thereto,
                                       and
                               NationsBank, N.A.,
                   as Administrative Agent for the Lenders



                  FORM OF NOTICE OF CONVERSION/CONTINUATION


NationsBank, N.A., as Agent
Commercial Banking
2501 Oak Street, 2nd Floor
Myrtle Beach, South Carolina  29577-0807

Attention:  Dale C. Zeglin

Ladies and Gentlemen:

      This irrevocable Notice of Conversion/Continuation (the "Notice") is
delivered to you by Golf Trust of America, L.P. (the "Borrower") under Section
3.2 of the Credit Agreement, dated as of March 31, 1999 (as amended, restated or
otherwise modified, the "Credit Agreement"), by and among the Borrower, the
Guarantors party thereto, the lenders referred to therein (collectively, the
"Lenders") and NationsBank, N.A., as Administrative Agent for the Lenders.

      1. This Notice of Conversion/Continuation is submitted for the purpose of:
(Complete applicable information.)

            (a)   [Converting]  [continuing]  a ___________  Loan [into] [as]
            a ____________ Loan.1

            (b)   The aggregate outstanding principal balance of such Loan is
                  $_______________.


----------
1     Delete the bracketed language and insert "Base Rate", or "Eurodollar", as
      applicable, in each blank.

<PAGE>

            (c)   The last day of the current Interest Period for such Loan is
                  ___________.2

            (d)   The principal amount of such Loan to be [converted]
                  [continued] is $_______________.3

            (e)   The requested effective date of the [conversion]
                  [continuation] of such Loan is _______________.4

      2. No Default or Event of Default exists, and none will exist upon the
conversion or continuation of the Loan requested herein.

      3. All capitalized undefined terms used herein have the meanings assigned
thereto in the Credit Agreement.


      IN WITNESS WHEREOF, the undersigned has executed this Notice of
Conversion/Continuation this ____ day of , .


                              GOLF TRUST OF AMERICA, L.P.

                              By:   GTA GP, Inc., its General Partner


                                    By: _________________________
                                          W. Bradley Blair, II
                                          Chief Executive Officer
                                          and President

----------
2     Insert applicable date for any Eurodollar Loan being converted or
      continued
3     Complete with an amount in compliance with Section 3.2 of the Credit
      Agreement
4     This date should be at least three (3) Business Days after the delivery of
      this Notice.

<PAGE>

                                    EXHIBIT E
                                       to
                                Credit Agreement
                           Dated as of March 31, 1999
                                  by and among
                          Golf Trust of America, L.P.,
                                  as Borrower,
                          the Guarantors party thereto,
                           the Lenders party thereto,
                                       and
                               NationsBank, N.A.,
                   as Administrative Agent for the Lenders

                  FORM OF OFFICER'S COMPLIANCE CERTIFICATE

      The undersigned, on behalf of GOLF TRUST OF AMERICA, L.P., a Delaware
limited partnership (the "Borrower"), and GOLF TRUST OF AMERICA, INC., a
Maryland corporation, GTA GP, INC., a Maryland corporation, GTA LP, INC., a
Maryland corporation, SANDPIPER GTA DEVELOPMENT, INC., a California corporation
and SANDPIPER-GOLF TRUST, LLC, a Delaware limited liability company (each a
"Guarantor" and, together with the Borrower, the "Credit Parties"), hereby
certify to the Administrative Agent and Lenders as follows:

      1. This Officer's Compliance Certificate is delivered to you pursuant to
Article VII of the Credit Agreement, dated as of March 31, 1999 (as amended,
restated or otherwise modified, the "Credit Agreement"), by and among the
Borrower, the Guarantors, the lenders who are or may become party thereto
(collectively, the "Lenders"), and NATIONSBANK, N.A., as the Administrative
Agent for the Lenders. Capitalized terms used herein and not defined herein
shall have the meanings assigned thereto in the Credit Agreement.

      2. Each of the undersigned has reviewed the financial statements of the
Credit Parties dated as of , 199 and for the fiscal quarter then ended (the
"Reference Date") and such statements fairly present the financial condition of
the Credit Parties as of the dates indicated and the results of its operations
and cash flows for the period indicated.

      3. Each of the undersigned has reviewed the terms of the Credit Agreement,
the Notes and the related Loan Documents and has made, or caused to be made
under his or her supervision, a review in reasonable detail of the transactions
and the condition of the Credit Parties during the accounting period covered by
the financial statements referred to in Paragraph 2 above. Such review has not
disclosed the existence during or at the end of such accounting period of any
condition or event that constitutes a Default or an Event of Default, nor does
any of the undersigned have any knowledge of the existence of any such condition
or event as at the date of this Certificate.

<PAGE>

      4. The Applicable Margin is ____% as shown on Schedule 1.

      5. The Credit Parties are in compliance with the covenants contained in
Article IX of the Credit Agreement as shown on Schedule 1 and the Credit Parties
are in compliance with the other covenants and restrictions contained in
Articles VIII and X of the Credit Agreement.

      6. The Gross Golf Revenues of each Eligible Property for the two-quarter
period ending on the Reference Date are at least 85% of the Gross Golf Revenues
of such Eligible Property for the same two-quarter period during the immediately
preceding year, as shown on Schedule 2.

      7. No operator of any Eligible Property is more than thirty (30) days
delinquent in its required payments to the Borrower under the related
Participating Lease or any other relevant agreement between such operator and
the Borrower.

      8. The aggregate outstanding amount of loans permitted under Section
10.4(e) of the Amended and restated Credit Agreement plus other funds of
Borrower utilized at any one time for the construction of improvements to golf
course properties as permitted under Section 10.11 of the Amended and Restated
Credit Agreement, exclusive of funds used to construct the renovations and
improvements to the Sandpiper Golf Course, is $_______________, which amount
does not exceed 10% of Total Assets.


            WITNESS the following signatures as of __________________, 1999.


                              GOLF TRUST OF AMERICA, L.P.

                              By:   GTA, GP, Inc., its general partner


                                    By:   ______________________________________
                                          W. Bradley Blair, II
                                          Chief Executive Officer and President


                              GOLF TRUST OF AMERICA, INC.


                                    By:   ______________________________________
                                          W. Bradley Blair, II
                                          Chief Executive Officer and President

<PAGE>

                              GTA GP, INC.


                              By:   ______________________________________
                                    W. Bradley Blair, II
                                    Chief Executive Officer and President


                              GTA LP, INC.


                              By:   ______________________________________
                                    W. Bradley Blair, II
                                    Chief Executive Officer and President


                              SANDPIPER GTA DEVELOPMENT, INC.


                              By:_______________________________________
                                 Name:__________________________________
                                 Title: ________________________________


                                SANDPIPER-GOLF TRUST, LLC

                                By: Golf Trust of America, L.P., its sole member

                                    By:  GTA, GP, Inc., its general partner


                                By:_______________________________________
                                   Name:__________________________________
                                   Title: ________________________________


<PAGE>

                                   Schedule 1
                                       To
                        Officer's Compliance Certificate


                       DETERMINATION OF APPLICABLE MARGIN


Senior Debt Rating

1.    Moody's Rating:                                           ___________

2.    S&P Rating:                                               ___________

3.    Lower of S&P and Moody's:                                 ___________

If line 3 is BBB/Baa2 or higher, Applicable Margin    =           1.25%

If line 3 is BBB-/Baa3, Applicable Margin             =           1.35%

If line 3 is below BBB-/Baa3, or if rating exists,
Applicable Margin shall be determined by reference
to the Leverage Ratio as of each fiscal quarter end, as
follows:


            Leverage Ratio                Applicable Margin Per Annum
            --------------                ---------------------------

            Greater than or equal to                        2.00%
            .50 to 1.00

            Greater than or equal to .375 to                1.75%
            1.00 but less than .50 to 1.00

            Less than .375 to 1.00                          1.50%

<PAGE>

                                   Schedule 2
                                       to
                        Officer's Compliance Certificate



                        DETERMINATION OF COMPLIANCE WITH
                               FINANCIAL COVENANTS


A.    Minimum Tangible Net Worth

      1.    The sum of the following as of the immediately preceding fiscal
            quarter end:

            a.    $250,000,000                              $250,000,000

            b.    plus 80% of aggregate net cash proceeds
                  from the issuance of or offering of
                  capital stock after the Closing Date
                  of the Amended and Restated Credit
                  Agreement                                 $_________________

            c.    Minimum Tangible Net Worth
                  (add lines 1.a and 1.b)                   $_________________

      2.    Actual Tangible Net Worth
            as of such date                                 $_________________


B.    Leverage Ratio

      1.    Total Liabilities as of the immediately
            preceding fiscal quarter end                    $_________________

      2.    Total Assets as of the immediately
            preceding fiscal quarter end                    $_________________

      3.    Ratio of Total Liabilities to Total Assets
            (divide line 1 by line 2)                        ________________

      4.    Maximum Permitted Ratio                          0.55 to 1.00

<PAGE>

C.    Minimum Interest Coverage Ratio

      1.    EBITDA for the immediately preceding quarter    $_________________

      2.    Interest Expense for
            such quarter                                    $_________________

      3.    Interest Coverage Ratio
            (divide line 1 by line 2)
                                                            _____________
      4.    Minimum Interest Coverage Ratio                 2.50 to 1.00


D.    Minimum Debt Service Coverage Ratio

      1.    EBITDA for the immediately preceding quarter    $_________________

      2.    Debt Service for such quarter

            a.    Interest Expense for
                  such quarter                              $_________________

            b.    plus, principal payments of Debt
                  for such quarter                          $_________________

            c.    Debt Service (add lines 2.a and 2.b)      $_________________

      3.    Debt Service Coverage Ratio
            (divide line 1 by line 2.c)                      ____________

      4.    Minimum Debt Service Coverage Ratio              2.00 to 1.00


E.    Minimum Fixed Charge Coverage Ratio

      1.    EBITDA for the immediately preceding quarter    $_________________

      2.    Fixed Charges for such quarter                  $_________________

      3.    Fixed Charge Coverage Ratio
            (divide line 1 by line 2)                        ____________

      4.    Minimum Fixed Charge Coverage Ratio              1.50 to 1.00

<PAGE>

                                   Schedule 3
                                       To
                        Officer's Compliance Certificate


                        DETERMINATION OF COMPLIANCE WITH
                           GROSS GOLF REVENUE STANDARD



                     Gross Golf Revenues for   Gross Golf Revenues for
 Eligible Property   Current 2-Quarter Period  Period From Prior Year   % Change
 -----------------   ------------------------  ----------------------   --------


<PAGE>

                                    EXHIBIT F
                                       to
                                Credit Agreement
                           Dated as of March 31, 1999
                                  by and among
                          Golf Trust of America, L.P.,
                                  as Borrower,
                          the Guarantors party thereto,
                           the Lenders party thereto,
                                       and
                               NationsBank, N.A.,
                   as Administrative Agent for the Lenders

                        FORM OF ASSIGNMENT AND ACCEPTANCE
                        ---------------------------------

      Reference is made to the Credit Agreement dated as of March 31, 1999 (as
amended, restated or otherwise modified, the "Credit Agreement") among Golf
Trust of America, L.P., a Delaware limited partnership (the "Borrower"), the
Guarantors party thereto, the Lenders (as defined in the Credit Agreement) and
NationsBank, N.A., as Administrative Agent for the Lenders (the "Administrative
Agent"). Terms defined in the Credit Agreement are used herein with the same
meaning.

      The "Assignor" and the "Assignee" referred to on Schedule 1 agree as
follows:

      1. The Assignor hereby sells and assigns to the Assignee, without recourse
and without representation or warranty except as expressly set forth herein, and
the Assignee hereby purchases and assumes from the Assignor, an interest in and
to the Assignor's rights and obligations under the Credit Agreement and the
other Loan Documents as of the date hereof equal to the percentage interest
specified on Schedule 1 of all outstanding rights and obligations of Assignor
under the Credit Agreement and the other Loan Documents. After giving effect to
such sale and assignment, the Assignee's Commitment and the amount of the Loans
owing to the Assignee will be as set forth on Schedule 1.

      2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Documents
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any other instrument or document furnished
pursuant thereto; (iii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Loan Party or the
performance or observance by any Loan Party of any of its obligations under the
Loan Documents or any other instrument or document furnished pursuant thereto;
and (iv) attaches the Note held by the Assignor and requests that the
Administrative Agent exchange such Note for new Notes payable to the order of
the Assignee in an amount equal to the Commitment assumed by the Assignee
pursuant hereto and to the Assignor in an amount equal to the Commitment
retained by the Assignor, if any, as specified on Schedule 1.

<PAGE>

      3. The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Article VII thereof and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Acceptance; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, the Assignor or any other Lender and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv)
appoints and authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers and discretion under the Credit Agreement
as are delegated to the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (v) agrees that
it will perform in accordance with their terms all of the obligations that by
the terms of the Credit Agreement are required to be performed by it as a
Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms
required under Section 3.13 of the Credit Agreement.

      4. Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance (the
"Effective Date") shall be the date of acceptance hereof by the Administrative
Agent, unless otherwise specified on Schedule 1.

      5. Upon such acceptance and recording by the Administrative Agent, as of
the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights
and obligations of a Lender thereunder and (ii) the Assignor shall, to the
extent provided in this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

      6. Upon such acceptance and recording by the Administrative Agent, from
and after the Effective Date, the Administrative Agent shall make all payments
under the Credit Agreement and the Notes in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest and
commitment fees with respect thereto) to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Credit Agreement
and the Notes for periods prior to the Effective Date directly between
themselves.

      7. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of North Carolina.

      8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

<PAGE>

      IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1
to this Assignment and Acceptance to be executed by their officers thereunto
duly authorized as of the date specified thereon.

<PAGE>

                                   SCHEDULE 1
                                       to
                            ASSIGNMENT AND ACCEPTANCE

      Percentage interest assigned:                         %

      Assignee's Commitment:                          $_____________________

      Aggregate outstanding principal amount
        of Loans assigned:                            $_____________________

      Principal amount of Note payable to Assignee:   $_____________________

      Principal amount of Note payable to Assignor:   $_____________________

      Effective Date (if other than date
            of acceptance by Agent): ______________________, _________(1)

                                    [NAME OF ASSIGNOR], as Assignor

                                    By: _____________________
                                    Title:___________________

                                    Dated:__________________ , 19 ___


                                    [NAME OF ASSIGNEE], as Assignee

                                    By: _____________________
                                    Title:___________________

                                    Domestic Lending Office: _______________

                                    Eurodollar Lending Office: _____________

Accepted and Approved
this ___ day of _____________, __________

NATIONSBANK ,N.A., as Administrative Agent

By: _____________________
Title:___________________

----------
1 This date should be no earlier than five Business Days after the delivery of
this Assignment and Acceptance to the Administrative Agent.

<PAGE>

                                    EXHIBIT G
                                       to
                                Credit Agreement
                           Dated as of March 31, 1999
                                  by and among
                          Golf Trust of America, L.P.,
                                  as Borrower,
                          the Guarantors party thereto,
                           the Lenders party thereto,
                                       and
                               NationsBank, N.A.,
                   as Administrative Agent for the Lenders


                           FORM OF GUARANTY SUPPLEMENT

      GUARANTY SUPPLEMENT, dated as of __________, (the "Supplement"), made by
[INSERT NAME OF NEW GUARANTOR], a ____________________ (the "New Guarantor"), in
favor of NATIONSBANK, N.A., as Administrative Agent under the Credit Agreement
(as defined below) for the ratable benefit of themselves and the Lenders.

      1. Reference is hereby made to the Guaranty (as amended, restated, or
otherwise modified, the "Guaranty") set forth in Article IV of the Credit
Agreement (as amended, restated or otherwise modified, the "Credit Agreement")
dated as of March 31, 1999, between Golf Trust of America, L.P., the Guarantors
party thereto, in favor of the Administrative Agent, on behalf of the Lenders.
This Supplement supplements the Guaranty, forms a part thereof and is subject to
the terms thereof. Capitalized terms used and not defined herein shall have the
meanings given thereto or referenced in the Credit Agreement.

      2. The New Guarantor hereby agrees to unconditionally guarantee to the
Administrative Agent for the ratable benefit of itself, the Lenders and their
respective successors, endorsees, transferees and assigns, the prompt payment
(whether at stated maturity, by acceleration or otherwise) and performance of
all Guaranteed Obligations to the same extent and upon the same terms and
conditions as are contained in the Guaranty.

      3. The New Guarantor hereby agrees that it is a party to the Credit
Agreement and the Guaranty as if a signatory thereto on the Closing Date of the
Credit Agreement, and the New Guarantor shall comply with all of the terms,
covenants, conditions and agreements and hereby makes each representation and
warranty, in each case set forth therein. The New Guarantor agrees that the
"Guaranty" as used therein or in any other Loan Documents shall mean the
Guaranty as supplemented hereby.

      4. The New Guarantor hereby acknowledges it has received a copy of the
Credit Agreement and that it has read and understands the terms thereof.

<PAGE>

      IN WITNESS WHEREOF, the undersigned hereby causes this Supplement to be
executed and delivered as of the date first above written.


[CORPORATE SEAL]                    [INSERT NAME OF NEW GUARANTOR]


                                    By: _____________________
                                    Title:___________________
                                    Name: ___________________