Exhibit 10.24.2
FIRST AMENDMENT TO DEFENSE AND
ESCROW AGREEMENT
This First Amendment to Defense and
Escrow Agreement is made this 28th day of December 2006 by and
among (i) Golf Host Resorts, LLC (formerly Golf Host Resorts,
Inc.), a Delaware limited liability company
(“Borrower”), (ii) GTA-IB, LLC, a Florida limited
liability company (“GTA-IB”), (iii) Golf Trust of
America, L.P., a Delaware limited partnership
(“Lender”), (iv) Golf Trust of America, Inc., a
Maryland corporation (“GTA Parent”) and (v) Chicago
Title Insurance Company (“Escrow Agent”). GTA-IB,
Lender and GTA Parent shall be referred to collectively as
“GTA” in this Agreement.
WITNESSETH
WHEREAS, Borrower, GTA and Escrow
Agent entered into that certain Defense and Escrow Agreement (the
“Agreement”) dated as of July 15, 2004 (the
“Agreement”); and
WHEREAS, GTA has consented to the
release to Borrower of Seven Hundred Ten Thousand and No/100
Dollars ($710,000) held in escrow in respect to the Purchase
Agreement (as defined below); and
WHEREAS, Borrower, GTA and Escrow
Agent wish to amend the Agreement; and
NOW, THEREFORE, KNOW ALL MEN BY
THESE PRESENTS that Borrower, GTA and Escrow Agent agree to amend
said Agreement as follows:
1.
Section 5.1 is deleted in its
entirety and the following is substituted therefor:
5.1
Closing Date and
Disbursements . On
the date of the sale of Parcel F to a third party (the
“Closing Date”) pursuant to a purchase and sale
agreement (the “Purchase Agreement”), Escrow Agent
shall disburse a portion of the Proceeds as follows:
(i)
FIRST, in the event Parcel F, LLC,
as purchaser under that certain Amended and Restated Agreement for
Sale and Purchase of Real Property—Parcel F, between Borrower
and Parcel F, LLC, dated June 29, 2004 (as amended), is entitled to
and actually receives the return of its Earnest Money deposit in
the maximum amount of Two Hundred Thousand and No/100 Dollars
($200,000) pursuant to the terms of that certain Second Amendment
to Amended and Restated Agreement for Sale and Purchase of Real
Property—Parcel F, dated December 28, 2006, then Borrower
shall receive Two Hundred Thousand and No/100 Dollars ($200,000) or
such other amount equal to the portion of the Earnest Money
d
