Operation
thereof and Other Similar Documents
SCHEDULE 2.01(i)(1)
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Innisbrook Real Property and Condo Property
SCHEDULE 2.01(i)(2)
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Unit 115 in Building 28 of the Innisbrook Condominiums
SCHEDULE 2.01(j)
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Parcel J-4
SCHEDULE 2.01(k)
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Parcel Rights
SCHEDULE 2.01(l)
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Pinellas County Rights
SCHEDULE 2.01(m)
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Wall Springs Rights
SCHEDULE 2.01(o)
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Tangible Personal Property
SCHEDULE 2.01(p)
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Intangible Personal Property
SCHEDULE 2.02(f)
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Furniture and Equipment in the Owner's Office
SCHEDULE 2.02(g)
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Retained Assets
SCHEDULE 2.03(q)
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Assumed Liabilities
SCHEDULE 2.05(c)
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Allocation of Consideration
SCHEDULE 2.08(c)
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Due Diligence Materials
SCHEDULE 4.03
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Seller Governmental Authorizations
SCHEDULE 4.04
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Noncontravention
SCHEDULE 4.06
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Seller Financial Statements
SCHEDULE 4.07
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Seller Disclosed Liabilities
SCHEDULE 4.08
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Material Contracts
SCHEDULE 4.09
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Seller Litigation
SCHEDULE 4.10(a)
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Compliance with Laws
SCHEDULE 4.10(b)
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Permits
SCHEDULE 4.11(a)
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Real Property
SCHEDULE 4.11(b)
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Leases
SCHEDULE 4.11(c)
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Assigned Interests Under Leases
SCHEDULE 4.11(e)
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Written Notice from any Governmental Authority of any Proceedings in Eminent
Domain
SCHEDULE 4.11(g)
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Tax Reduction Proceedings
SCHEDULE 4.12(a)
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Intellectual Property
SCHEDULE 4.12(b)
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Proprietary Software
SCHEDULE 4.12(c)
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License Agreements
SCHEDULE 4.14
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Employees as of September 20, 2005
SCHEDULE 4.15(a)
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Plans
SCHEDULE 4.15(i)
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Severance Pay, Unemployment Compensation and Benefits
SCHEDULE 4.15(j)
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Claims Related to Any Plan
v
SCHEDULE 4.16
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Environmental Matters
SCHEDULE 4.16(e)
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Location of Hazardous Substances and Underground Storage Tanks
SCHEDULE 4.17
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Labor Matters
SCHEDULE 4.18
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Tax Matters
SCHEDULE 4.20
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Insurance
SCHEDULE 5.03
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Buyer Governmental Authorizations
SCHEDULE 5.07
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Buyer Disclosed Liabilities
SCHEDULE 5.08
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Buyer Litigation
SCHEDULE 9.01
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Employees of Seller Not To Be Offered Employment by Buyer
SCHEDULE 10.02(i)
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Buyer's Required Consents
SCHEDULE 10.03(g)
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Seller's Required Consents
EXHIBITS
EXHIBIT 1.01(a)
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Troon Estoppel Certificate
EXHIBIT 1.01(b)
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Westin Estoppel Certificate
EXHIBIT 6.01
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Form of Innisbrook 2006 Rental Pool Annual Lease Agreement
EXHIBIT 7.04
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Reliance Letter from CWYP
EXHIBIT 10.02(b)
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Form of Officer's Certificate of Seller and General Partner of Parent
EXHIBIT 10.02(c)
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Form of Bill of Sale
EXHIBIT 10.02(d)
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Form of Assignment and Assumption Agreements
EXHIBIT 10.02(e)
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Form of Deeds
EXHIBIT 10.02(f)
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Form of Lease Agreements
EXHIBIT 10.02(h)
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Form of 1445 Certificate
EXHIBIT 10.03(b)
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Form of Officer's Certificate of Buyer and Buyer's Guarantor
EXHIBIT 10.03(e)
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Form of Release Agreements
vi
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is dated as of October 27, 2005
(the "Execution Date"), by and among (i) Golf Trust of America, Inc., a Maryland
corporation ("GTA"), (ii) GTA-IB, LLC, a Florida limited liability company (the
"Seller"), (iii) Golf Trust of America, L.P., a Delaware limited partnership and
the indirect parent of Seller (the "Parent"), (iv) GTA-IB Golf Resort, LLC, a
Florida limited liability company (the "Holding Company"), (v) GTA-IB
Condominium, LLC, a Florida limited liability company (the "Condo Owner"),
(vi) GTA-IB Management, LLC, a Florida limited liability company (the
"Management Company"), (vii) CMI Financial Network, LLC, an Ohio limited