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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:
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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 th
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