10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
ý	Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended: September 30, 2005
o	Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from                             to

Commission File Number 333-120538

GTA-IB, LLC
(Exact name of registrant as specified in its charter)

Florida (State or other jurisdiction of incorporation or organization)	05-0546226 (I.R.S. Employer Identification Number)
36750 US 19 N., Palm Harbor, Florida 34684 (Address of principal executive offices) (Zip Code)
(727) 942-2000 (Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s) and (2) has been subject to such filing requirements for the past 90 days.    Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No ý

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No ý

        Issuer has no common stock subject to this report.

GTA-IB, LLC

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Combined Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004	4
	Condensed Combined Statements of Operations and Member's Deficit (unaudited) for the Three Months Ended September 30, 2005 and 2004	5
	Condensed Combined Statements of Operations and Member's Deficit (unaudited) for the Nine Months Ended September 30, 2005 and 2004	6
	Condensed Combined Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2005 and 2004	7
	Notes to Condensed Combined Financial Statements (unaudited)	8
	Rental Pool Lease Operation Condensed Financial Statements and Note	17
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Submission of Matters to a Vote of Security Holders	42
Item 5.	Other Information	42
Item 6.	Exhibits	43
Signatures		45

Cautionary Note Regarding Forward-Looking Statements

        The following report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that predict or describe future events or trends and that do not relate solely to historical matters. All of our projections in this quarterly report are forward-looking statements. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "hope," "may, "will," "anticipate," "intend," "estimate," "project," "assume" or other similar expressions. Certain factors that might cause such a difference include the following: changes in general economic conditions; including changes that may influence group conference and guests' vacation plans; changes in travel patterns; changes in consumer tastes in destinations or accommodations for group conferences and vacations; changes in rental pool participation by the current condominium owners; our ability to continue to operate the Westin Innisbrook Golf Resort under our management contracts; and the resale of condominiums to owners who elect neither to participate in the rental pool nor to become members of the Innisbrook Resort and Golf Club. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known (and unknown) risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the

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limited information currently available to us and speak only as of the date on which this report was filed with the Securities and Exchange Commission. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the Resort with any certainty. Accordingly, our projections in this quarterly report are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and harmful to your interests.

3

GTA-IB, LLC

CONDENSED COMBINED BALANCE SHEETS

AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

(in thousands)

	September 30, 2005			December 31, 2004
	(unaudited)
Assets
Current assets	$	4,948		$	5,581
Intangibles, net		17,146			18,908
Property and equipment, net		28,621			28,751
Other assets		2,436			2,455
Total Assets	$	53,151		$	55,695
Liabilities
Current liabilities	$	8,423		$	8,986
Long-term debt, less current maturities		42,264			41,778
Other long term liabilities		9,443			9,371
Total Liabilities		60,130			60,135
Commitments and Contingencies
Member's Deficit		(6,979	)		(4,440	)
Total Liabilities and Member's Deficit	$	53,151		$	55,695

See accompanying notes to condensed combined financial statements.

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GTA-IB, LLC

CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(in thousands) (unaudited)

			Three Months Ended September 30, 2005			Period 07/01/04 to 07/15/04 (Predecessor Basis)			Period 07/16/04 to 09/30/04			Three Months Ended September 30, 2004 Combined(1)
Revenues
	Hotel		$	1,899		$	225		$	1,668		$	1,893
	Food and beverage			1,497			127			1,070			1,197
	Golf			2,009			246			1,360			1,606
	Other			689			148			881			1,029
		Total revenues		6,094			746			4,979			5,725
Expenses
	Hotel			2,100			336			1,771			2,107
	Food and beverage			1,476			269			1,143			1,412
	Golf			1,856			399			1,542			1,941
	Other			2,255			317			1,755			2,072
	General and administrative			1,021			176			490			666
	Depreciation and amortization			575			132			560			692
		Total expenses		9,283			1,629			7,261			8,890
Operating loss				(3,189	)		(883	)		(2,282	)		(3,165	)
Interest expense, net				438			391			324			715
Loss attributable to Member and Common Shareholders				(3,627	)	$	(1,274	)		(2,606	)	$	(3,880	)
Member's deficit, beginning of period				(3,352	)					—
Member's deficit, end of period			$	(6,979	)				$	(2,606	)

(1)

The combined column in the statement has been presented for convenience and is not intended to represent a total for the three month period ended September 30, 2004 under generally accepted accounting principles.

See accompanying notes to condensed combined financial statements.

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GTA-IB, LLC

CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(in thousands) (unaudited)

			Nine Months Ended September 30, 2005			Period 01/01/04 to 07/15/04 (Predecessor Basis)			Period 07/16/04 to 09/30/04			Nine Months Ended September 30, 2004 Combined(1)
Revenues
	Hotel		$	10,632		$	6,671		$	1,668		$	8,339
	Food and beverage			8,557			5,824			1,070			6,894
	Golf			10,067			7,115			1,360			8,475
	Other			3,043			3,013			881			3,894
		Total revenues		32,299			22,623			4,979			27,602
Expenses
	Hotel			9,015			5,616			1,771			7,387
	Food and beverage			6,054			4,648			1,143			5,791
	Golf			5,518			4,250			1,542			5,792
	Other			7,393			4,893			1,755			6,648
	General and administrative			3,694			2,808			490			3,298
	Depreciation and amortization			1,910			1,626			560			2,186
		Total expenses		33,584			23,841			7,261			31,102
Operating loss				(1,285	)		(1,218	)		(2,282	)		(3,500	)
Interest expense, net				1,254			5,127			324			5,451
Net loss				(2,539	)		(6,345	)		(2,606	)		(8,951	)
Preferred dividends				—			139			—			139
Loss attributable to Member and Common Shareholders				(2,539	)	$	(6,484	)		(2,606	)	$	(9,090	)
Member's deficit, beginning of period				(4,440	)					—
Member's deficit, end of period			$	(6,979	)				$	(2,606	)

(1)

The combined column in the statement has been presented for convenience and is not intended to represent a total for the nine month period ended September 30, 2004 under generally accepted accounting principles.

See accompanying notes to condensed combined financial statements.

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GTA-IB, LLC

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(in thousands) (unaudited)

			Nine Months Ended September 30, 2005			Period 01/01/04 to 07/15/04 (Predessor Basis)			Period 07/16/04 to 09/30/04			Combined(1) Nine Month Period Ended September 30, 2004 (Predecessor Basis)
Cash flows from operating activities:
Net loss			$	(2,539	)	$	(6,345	)	$	(2,606	)	$	(8,951	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization			2,900			1,626			882			2,508
	Provision for bad debts			33			54			26			80
	Other changes in operating assets and liabilities			272			5,589			886			6,475
		Net cash provided by (used in) operating activities		666			924			(812	)		112
Cash flows used in investing activities:
	Purchases of property and equipment			(589	)		(924	)		(68	)		(992	)
Cash flows used in financing activities:
	Repayment of long-term debt and capital lease obligations			(802	)		—			(113	)		(113	)
	Additional borrowings on existing debt			400			—			2,000			2,000
Net increase (decrease) in cash				(325	)		—			1,007			1,007
Cash and cash equivalents, beginning of period				1,832			—			1,705			1,705
Cash and cash equivalents, end of period			$	1,507		$	—		$	2,712		$	2,712
Supplemental Cash Flow Information:
Cash paid for interest			$	334		$	190		$	122		$	312
Non-cash financing and investing activities:
Assets acquired through capital leases			$	416		$	—		$	409		$	409
Preferred stock dividend to Golf Hosts, Inc			$	—		$	139		$	—		$	139

(1)

The combined column in the statement has been presented for convenience and is not intended to represent a total for the nine month period ended September 30, 2004 under generally accepted accounting principles.

See accompanying notes to condensed combined financial statements.

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GTA-IB, LLC

FORM 10-Q

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(in thousands) (unaudited)

1.     Innisbrook Resort Ownership and Operations

        GTA-IB, LLC (the "Company") is owned by GTA-IB Golf Resort, LLC, which in turn is 100% owned by Golf Trust of America, L.P., (the "Lender"). Golf Trust of America, Inc. ("GTA") indirectly owns 99.6% of the Lender. The remaining 0.4% of the Lender is owned by its one limited partner. The Lender is an operating partnership of GTA. Golf Host Resorts, Inc. ("GHR", "the predecessor owner" or "the former borrower"), an entity affiliated with Starwood Capital Group LLC, is the former owner of the Westin Innisbrook Golf Resort ("the Resort") and the former borrower under a participating mortgage loan funded by the Lender. This participating mortgage loan was secured by the Resort, cash, undeveloped land at the Resort and 368,365 shares of GTA's common stock. The Resort is a 72-hole destination golf and conference facility located near Tampa, Florida.

        The Company entered into a Settlement Agreement dated July 15, 2004 (the "Settlement Agreement") with the Lender and GHR, Golf Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC. The Settlement Agreement resolved a number of issues between the parties, including GHR's default under the $79,000 loan made by the Lender to GHR in June 1997. As part of the Settlement Agreement, the Company took ownership of the Resort on July 15, 2004. In connection with the Settlement Agreement, the Company entered into a management agreement with Westin Management Company South ("Westin"), which provides for Westin's management of the Resort, and Westin and Troon Golf L.L.C. ("Troon") entered into a facility management agreement providing for Troon's management of the golf facilities at the Resort.

        In connection with the Settlement Agreement, the Company assumed control and operation of the Rental Pool Lease Operations at the Resort (the "Rental Pool") which were previously operated and controlled by GHR. On a year-to-year basis, approximately 500 of the 938 condominium units at the Resort are leased by the Company from the condominium owners and used as hotel accommodations for the Resort pursuant to rental pool lease arrangements. The Company is the lessee under the lease operation agreements, which provide for the distribution of a percentage of room revenues to participating condominium owners as lessors under the lease operation agreements. The operations under this arrangement are referred to as the Rental Pool.

        The Lender had previously entered into an agreement with GHR and the prospective purchaser of a parcel of undeveloped land within the Resort which is known as Parcel F and owned by GHR. This agreement, known as the Parcel F Development Agreement, was executed on March 29, 2004 and held in escrow pending the closing of the transactions contemplated by the Settlement Agreement. The Parcel F Development Agreement provides for the terms and conditions under which Parcel F may be developed, including restrictions on the owner of Parcel F designed to avoid interference with the ongoing operations of the Resort.

        On August 10, 2005, the Company and the Lender entered into an amendment to the Parcel F Development Agreement which the Lender believes will allow the Lender to better manage the location of the Parcel F access road and also adds the Company as a party to the Parcel F Development Agreement.

        GTA is presently in the process of liquidating pursuant to a plan of liquidation approved by its stockholders on May 22, 2001. See note 10, Subsequent Events, for further discussion of the execution of an agreement relating to the sale of the Resort.

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Operations and Liquidity

        As of September 30, 2005, the Company has a working capital deficit of approximately $3,475 and a member deficit of $6,979. The Company reported a net loss of approximately $2,539 for the nine months ended September 30, 2005, while the Company continues to experience seasonal fluctuations in its net working capital position. Seasonality impacts the Company's liquidity. Typically, the Company has more available cash during the winter months, specifically in the first quarter, and has very limited cash during the late summer months. The Company received intercompany advances from the Lender to support working capital needs in the amounts of $2,000, and $400 in July 2004 and September 2005, respectively, and expects to receive $800 in the latter half of November 2005. The proceeds of these loans have been fully expended by Westin, the manager of the Resort, to support operational expenses. Generally, the Company's only source of cash is from any profitable operations of the Resort and these intercompany advances. While the 2005 financial performance of the Resort is showing signs of recovery, it does not appear from the projections provided by Westin that the operational cash flow capacity of the Resort will permit the Resort to establish self-sufficiency in the near term. Further, the Resort's credit capacity is limited.

        On April 29, 2005, Westin's parent, Starwood Hotels & Resorts Worldwide, Inc. or ("Starwood"), entered into an Assurance of Voluntary Compliance with the State of Florida Office of the Attorney General, (or the "Assurance"). The agreement provides, among other things, that for a period of two years Starwood will not charge certain automatic fees to guests at certain hotels that are owned or managed by Starwood, including the Resort, and that the State of Florida Office of the Attorney General will release Starwood hotel owners and franchisees from certain claims and liability relating to these automatic fees. Although the Company is not a party to the Assurance, its results of operations could be affected as a result of the reduction or elimination of these automatic fees charged at the Resort. Westin is continuing to analyze how to mitigate the potential impact of the Assurance on the Resort's future operating results. See further discussion in Note 10 below.

        On August 9, 2005, in a matter related to the Assurance, the Company executed a settlement election form which formalized the Company's agreement to participate in Starwood's negotiated Automatic Hotel Charges Settlement. The Automatic Hotel Charges Settlement settles certain class action lawsuits filed by private plaintiffs against Starwood alleging that Starwood charged certain automatic fees to its guests, including guests at the Resort. Based upon information known to management at this time, management does not believe that its participation in the Automatic Hotel Charges Settlement will have a material adverse impact on the Company's financial results.

2.     Basis of Presentation

        Because the core business operations of the Resort did not materially change with the change in ownership, the combined statements of operations of the predecessor owner for the portions of the three and nine months ended September 30, 2004 during which the predecessor owner owned the Resort are included in this report for comparative purposes. The predecessor owner's basis for its assets and liabilities was historical cost less applicable depreciation and amortization.

        The settlement described in Note 1 above pursuant to which the Company took title to the Resort was accounted for using methods consistent with purchase accounting in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations. Accordingly, the Company, with the assistance of its independent financial advisor, has stated the tangible and identified intangible assets of the Resort at their respective fair values. The long-term liabilities of the Resort are stated at their fair value based on a net present value calculation.

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Principles of Combination

        The financial statements and footnotes reflect the combined financial results of the Company, GTA-IB Condominium, LLC and GTA-IB Management, LLC. These legal entities are all wholly owned subsidiaries of the Lender, GTA-IB Condominium, LLC holds the title to three condominium units at the Resort that participate in the Rental Pool. GTA-IB Management, LLC is the entity that employs substantially all of the employees working at the Resort. There are no other operations of GTA-IB Condominium, LLC and GTA-IB Management, LLC. The Company holds title to the Resort and is the entity in which all of the Resort operations are recorded. All intercompany transactions and account balances have been eliminated in combination.

Interim Statements

        The accompanying condensed combined financial statements have been prepared in accordance with (i) accounting principles generally accepted in the United States of America ("GAAP") and (ii) the instructions to Form 10-Q and Article 10 of Regulation S-X. These financial statements have not been audited by an independent registered accounting firm, however, they include adjustments (consisting of normal recurring adjustments) which are, in the judgment of management, necessary for a fair presentation of financial condition, results of operations and cash flows for the interim periods presented. However, these results are not necessarily indicative of results for any other interim period or for the full year. In particular, it is important to note that the Company's business is seasonal.

        Certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been omitted as allowed in quarterly reports by the rules of the Securities and Exchange Commission. The Company believes that the disclosures included in the accompanying interim financial statements and footnotes are adequate to make the information not misleading, but also believes that these statements should be read in conjunction with the summary of significant accounting policies and notes to the combined financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2004.

3.     Property and Equipment

        Property and equipment consists of the following:

	September 30, 2005		December 31, 2004
	(unaudited)
Land	$	1,968	$	1,968
Buildings		14,687		14,524
Golf course improvements		7,527		7,436
Machinery and equipment		6,181		5,429
		30,363		29,357
Less accumulated depreciation and amortization		1,742		606
	$	28,621	$	28,751

        At September 30, 2005, machinery and equipment includes certain equipment with a net book value of $1,156 that is recorded under capital leases. Depreciation expense amounted to approximately $383 and $749 for the three months ended September 30, 2005 and 2004, respectively, and $1,139 and $1,949 for the nine months ended September 30, 2005 and 2004, respectively.

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4.     Intangibles and Other Assets

        Intangible assets represent the value of the following that existed at July 15, 2004: the trademark and tradename of "Innisbrook"; the Rental Pool; the guest room bookings; the club memberships; and the water contract that provides irrigation water for the golf courses at no charge up to certain specified limits. The intangible assets are being amortized over the specific term or benefit period of each related contract.

Intangible Assets	Amortization Period	September 30, 2005		December 31, 2004
		(unaudited)
Water Contract	None since renewable in perpetuity	$	2,300	$	2,300
Rental Pool	89.5 months		9,870		9,870
Guest Bookings	Less than 24 months		1,100		1,100
Club Memberships	144 months		4,400		4,400
Trade Name	None since renewable in perpetuity		2,500		2,500
			20,170		20,170
Less accumulated amortization			3,024		1,262
		$	17,146	$	18,908

        Amortization expense amounted to approximately $521 and $303 for the three months ended September 30, 2005 and 2004, respectively, and $1,762 and $1,258 for the nine months ended September 30, 2005 and 2004, respectively. Of these amounts, approximately $331 and $321 for the three months ended September 30, 2005 and 2004, respectively, and $991 and $893 for the nine months ended September 30, 2005 and 2004, respectively, are included in hotel expenses and are not included in depreciation and amortization in the Statements of Operations. The intangible assets of the predecessor owner consisted of the rental pool refurbishment asset and the management agreement between Westin and the predecessor owner, which was amortized over twenty years on a straight-line basis.

        Other assets include the Company's interest in the net proceeds from the sale of Parcel F which are estimated to be $2,200 (see Note 1). Also included in other assets are certain design fees for the refurbishment program of $236 and $255 as of September 30, 2005 and December 31, 2004, respectively. The Company has a contractual right to be reimbursed for these design fees by the Rental Pool participants in the form of a deduction from the quarterly rental pool refurbishment payments.

5.     Current Liabilities

        Current liabilities consist of the following:

	September 30, 2005		December 31, 2004
	(unaudited)
Accounts payable	$	2,030	$	2,968
Accrued payroll costs		1,179		1,147
Other payables and accrued expenses		1,360		1,629
Deposits and deferred revenue		2,516		2,248
Current portion of capital leases		338		267
Current portion of refurbishment liability		1,000		727
	$	8,423	$	8,986

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6.     Long-Term Debt

        Long-term debt consists of the following:

	September 30, 2005		December 31, 2004
	(unaudited)
Non-interest bearing mortgage note due to the Lender, maturing on June 19, 2027	$	39,240	$	39,240
Advances from the Lender, net		2,326		1,926
Capital leases		698		612
	$	42,264	$	41,778

        See Note 1 for additional discussion concerning the change in ownership of the Resort. The original participating mortgage notes were reduced by an amendment to those notes once the collateral (the Resort) was transferred to the Company. The amendment also provided that the note would be non-interest bearing effective upon the transfer of ownership of the Resort to the Company. The fair value of the note was deemed to be $39,240 and the amendment to the loan agreement reflects that value.

7.     Other Long-Term Liabilities

Master Lease Refurbishment Obligation

        On July 16, 2004, the Company recorded a liability of $4,532 for the refurbishment program pursuant to the master lease agreement, or MLA, of the Rental Pool. This liability represents the Company's obligation to pay the various participants in the Rental Pool 50% of the costs to refurbish their respective units, at the net present value (calculated at a discount rate of 15%) of the total principal payments of $7,273. Principal payments are due quarterly over the repayment period of the program, beginning with the first quarter of 2005 and ending with the fourth quarter of 2009. Interest on this liability accrues at a rate of 5% and is paid quarterly. Amortization of the discount is charged to interest expense ratably over the period through 2009. The amortization charged to interest expense for the three and nine months ended September 30, 2005 is $177 and $592, respectively. The net present value of this liability is $4,646 and $4,600 as of September 30, 2005 and December 31, 2004, respectively, of which $1,000 and $727, respectively, is included in current liabilities (see Note 5).

        The corresponding benefit from the MLA refurbishment program was included in the valuation of the rental pool intangible asset which is being amortized over the term of the current master lease agreement that expires in 2011. Minimum undiscounted principal payments on the refurbishment program are as follows:

Year	Amount
2005 (October 1 through December 31)	$	182
2006		1,091
2007		1,455
2008		1,818
2009		2,182
Total	$	6,728

Westin Termination Fee

        The July 15, 2004 management agreement that the Company executed with Westin (the "Management Agreement") provides for the payment of a termination fee to Westin of $5,900, subject

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to the terms and conditions of that agreement. If not earlier terminated, the Management Agreement will expire on December 31, 2017. The termination fee is reduced $0.365 for each day that elapses from the effective date until the termination date; provided, however, that the termination fee shall not be reduced to less than $5,500. The obligation, which is included in other long-term liabilities on the balance sheet, was recorded at its net present value on July 16, 2004 of $4,631 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably over the period through December 31, 2006. The amortization charged to interest expense for the three and nine months ended September 30, 2005 is $88 and $265, respectively. As of September 30, 2005 and December 31, 2004, the net present value of this liability is $4,971 and $4,794, respectively.

Troon Supplemental Fee

        The July 15, 2004 facility management agreement executed with Troon provides for the payment by the Company to Troon of a supplemental fee, subject to the terms and conditions of that facility management agreement, of $800. If not earlier terminated, the facility management agreement will expire in July 15, 2009. The obligation was recorded at its net present value on July 16, 2004. The net present value on that date was $682 (calculated at a discount rate of 7%). Amortization of the discount is charged to interest expense ratably over the period through December 31, 2006. The amortization charged to interest expense for the three and nine months ended September 30, 2005 is $12 and $36, respectively. As of September 30, 2005 and December 31, 2004, the net present value of this liability is $740 and $704, respectively.

8.     Commitments and Contingencies

        As of September 30, 2005, the Company is subject to claims and lawsuits in the normal course of operations, including claims filed in July 2005 by a former employee of Golf Host Securities, Inc., a subsidiary of the Lender, with the Occupational Safety and Health Administration, or OSHA, the Equal Employment Opportunity Commission, or the EEOC, the National Association of Securities Dealers, Inc., or NASD, and the Florida Division of Real Estate, or FDRE. Management does not believe that the ultimate resolution of such matters will materially impair operations or have an adverse effect on our financial position and results of operations. See note 10, Subsequent Events, for discussion of the execution of a settlement agreement relating to this matter during November 2005.

Employee Benefit Plans

        The Company maintains a defined contribution Employee Thrift and Investment Plan, which provides retirement benefits for all eligible employees, including employees of GTA-IB Operations, LLC, who have elected to participate. Employees must fulfill a 90-day service requirement to be eligible to participate in this plan. The Company currently matches one half of the first 6% of an employee's contribution. The Company made matching contributions of approximately $44 and $42 for the three months ended September 30, 2005 and 2004, respectively, and $142 and $130 for the nine months ended September 30, 2005 and 2004, respectively.

Westin Management Company South and Troon Golf L.L.C.

        The Management Agreement between the Company and Westin provides that Westin will manage the Resort for a fee equal to 2.2% of the Resort's gross revenue. Contemporaneously with the signing of the Management Agreement, Westin entered into a management contract with Troon providing for Troon to manage the golf facilities of the Resort for a fee equal to 2% of the Resort's gross golf revenue. Management fees are paid to Westin and Troon on a monthly basis. The Company's agreements with Westin and Troon also provide for the opportunity for Westin and Troon to earn supplemental fees based on financial performance. The Management Agreement between the Company and Westin will terminate on December 31, 2017, unless it is earlier terminated pursuant to its terms.

13

Troon's contract with Westin will terminate on July 15, 2009 unless earlier terminated pursuant to its terms.

        For the three and nine months ended September 30, 2005 and 2004, the payments made to Westin and Troon under their respective management agreements are reflected in the table below:

	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
Payments made to:
Westin	$	144	$	122	$	703	$	432
Troon		40		24		201		188
Total	$	184	$	146	$	904	$	620

Land Use Lawsuit

        On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, the Company filed a Motion to Intervene in the suit titled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs (the "Plaintiffs") vs. Pinellas County, Florida, Golf Host Resorts, Inc. and Innisbrook F LLC, Defendants (the "Defendants"), Case No. 043388CI-15 (the "Initial Land Use Lawsuit"). The Plaintiffs have filed a multi-count complaint seeking injunctive and declaratory relief with respect to the land use and development rights of a tract of land known as Parcel F. Parcel F is a parcel of land located within the Resort. The Plaintiffs allege that there are no remaining development units (residential units) available to be developed within the Resort property. On March 29, 2005, the Company filed a Motion to Intervene as a defendant in the Initial Land Use Lawsuit in order to protect the Company's property, and the Company's land use and development rights with respect to Parcel F and its property. A hearing on the Motion to Intervene was held on April 4, 2005, after which the court granted the Company's Motion to Intervene. On April 5, 2005, the Company joined in the filing of a Motion to Dismiss and Motion to Strike three of the seven counts of the Plaintiffs' complaint. The court granted the Motion to Dismiss on April 26, 2005. On that same date, four individuals (Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert) and Autumn Woods Homeowner's Association, Inc. moved to intervene in the Initial Land Use Lawsuit. The court has not ruled on that motion. On April 8, 2005, a separate suit was filed by James M. and Mary H. Luckey and Andrew J. and Aphrodite B. McAdams against Pinellas County, a political subdivision of the State of Florida, Golf Host Resorts, Inc., a foreign corporation and Bayfair Innisbrook, LLC, a Florida limited liability corporation (the "Subsequent Land Use Lawsuit"). That suit seeks injunctive and declaratory relief in six separate counts, all relating to the land use and development rights of Parcel F. This suit was consolidated with the Initial Land Use Lawsuit on May 3, 2005. After May 6, 2005 the Company filed a Motion to Dismiss the Subsequent Land Use Lawsuit. The motion was heard by the court on May 31, 2005. Since that hearing, the Company has filed its Answer and Affirmative Defenses to both complaints that have been filed in the consolidated action. On August 3, 2005, a case management conference was held before the judge who is now presiding over this case. At that hearing, the court scheduled a hearing on the defense motions for summary judgment for August 30, 2005, and a trial starting on December 12, 2005. On August 30, 2005, the judge heard extensive argument on the defense motions for summary judgment and entered a number of rulings in the defendants' favor. In summary, the court dismissed those claims in the Initial Land Use Lawsuit and the Subsequent Land Use Lawsuit which are founded upon the theory that the proposed development is inconsistent with the Pinellas Countywide Plan and Rules adopted pursuant to Chapter 73-594, Laws of Florida. The court further dismissed for lack of jurisdiction those claims of the plaintiffs' in the Subsequent Land Use Lawsuit that are based on the theory that the proposed development is inconsistent with the Pinellas

14

Comprehensive Plan. The court entered a similar ruling on certain counts of the Third Amended Complaint as to some (but not all) of the plaintiffs in the Initial Land Use Lawsuit.

        The defendants in the Initial Land Use Lawsuit also filed a Motion to Strike the Plaintiffs' Demand for Jury Trial. In the face of that motion, the plaintiffs dropped their jury trial demand and the court confirmed by order dated September 21, 2005 that this case will not be tried by a jury. The court then entered an order scheduling the remaining claims for non-jury trial during December 2005.

        In addition, the Plaintiffs in the Initial Land Use Lawsuit have filed a motion for summary judgment. The court set the hearing date for the summary judgement review for December 7, 2005.

        As an intervenor in the Initial Land Use Lawsuit, the Company will seek to obtain a ruling from the court which preserves and protects the Company's property, the Company's land use and development rights with respect to Parcel F and the Company's property in order to maximize the value of those rights as they relate both to Parcel F and the Resort in general. We refer to these two matters as the "Land Use Lawsuits". See further discussion of the Land Use Lawsuits under the heading "Risk Factors" in Part I, Item 2 of this report.

Property Tax Lawsuit

        On December 10, 2004 we filed a lawsuit against the property appraiser of Pinellas County Florida, or Pinellas County, to challenge the 2004 real estate assessment on the Resort property. Pinellas County filed a motion to dismiss, which was denied by the court. No trial date has been set. If Pinellas County were to prevail, management believes that there would be no material adverse effect upon our financial statements, as the entire Pinellas County assessment is fully accrued and accounted for at September 30, 2005.

10.   Subsequent Events

        On October 27, 2005, GTA, the Lender, and the Lender's subsidiaries, GTA-IB, LLC, or the Company, GTA-IB Golf Resort, LLC, or the Holding Company, GTA-IB Condominium, LLC, or the Condo Owner, and GTA-IB Management, LLC, or the Management Company, and, collectively with GTA, the Lender, the Company, the Holding Company and the Condo Owner, or the GTA Selling Entities, entered into an Asset Purchase Agreement with CMI Financial Network, LLC, or CMI. The Asset Purchase Agreement provides, among other things, for the acquisition by CMI of the business of the Resort, certain related assets and liabilities thereof, and the Holding Company's equity interest in Golf Host Securities, Inc. In addition to the assumption of certain liabilities relating to the Resort and the business thereof, the Asset Purchase Agreement provides that CMI will pay to the Company upon the closing of the transactions contemplated by the Asset Purchase Agreement $45 million in cash, subject to certain adjustments based on the net working capital requirements. The Asset Purchase Agreement provides that the closing will occur by November 30, 2005, subject to CMI's right to extend the date of the closing to December 30, 2005 upon written notice to the Company by November 25, 2005. CMI's deposit of $4,500, which is currently held in escrow, becomes non-refundable at the end of its due diligence period. This due diligence period expires at the close of business on November 25, 2005. In the event that CMI exercises the extension, it must make an additional non-refundable deposit of $1,500. Upon the closing, the purchase price shall be increased by (i) the Company's capital expenditure costs incurred in the ordinary course of business and any refurbishment payments made to the participants in the rental pool at the Resort during the period commencing on November 30, 2005 and ending on the date of the closing and (ii) the difference between the price paid by the Company to purchase from AEW Targeted Securities Fund, L.P., or AEW, all of GTA's series A cumulative convertible redeemable preferred stock held by AEW and $24,914. Pursuant to an option agreement between GTA and AEW GTA may repurchase AEW's shares for $24,914 prior to November 30, 2005. Pursuant to an amendment of this Option Agreement, the $24,914 exercise price of the Option shall

15

bear interest at 10% per annum during the period from November 30, 2005 through its December 30, 2005 expiration. The closing of the transactions contemplated by the Asset Purchase Agreement is subject to customary conditions, including among others, the receipt by GTA of a satisfactory fairness opinion from Houlihan Lokey.

        CMI has the right to terminate the Asset Purchase Agreement without penalty at any time prior to the close of business on November 25, 2005. Even if CMI does not exercise its right to terminate the Asset Purchase Agreement, the closing of the transactions contemplated in the Asset Purchase Agreement will be subject to the customary closing conditions, including, among others, consideration by GTA's Board of Directors and receipt of a satisfactory fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. Therefore, at this time, the Company cannot assure you that the Asset Purchase Agreement will not be terminated, that all conditions to closing will be satisfied or that the transaction with CMI will close.

        During the later half of November 2005, the Company expects a intercompany advance of $800 from the Lender to support working capital needs of the Resort, primarily relating to the funding of the third quarter Rental Pool distribution and the refurbishment payment that is due on November 15, 2005.

        On November 4, 2005, the Company and certain of its affiliates entered into a settlement agreement with a former employee of Golf Host Securities, Inc. settling claims filed in July 2005 by that former employee with the Occupational Safety and Health Administration, or OSHA, the Equal Employment Opportunity Commission, or the EEOC, the National Association of Securities Dealers, Inc., or NASD, and the Florida Division of Real Estate, or FDRE. This settlement agreement provides that, among other things, that neither party admits any liability or wrongdoing, we will pay the former employee $50 and the former employee will dismiss its claims and file appropriate papers to withdraw or dismiss the referenced claims with prejudice and notify the agencies involved that all disputes between GHSI and its former employee have been resolved with prejudice. The $50 settlement amount will be paid by Golf Host Securities, Inc.

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INNSBROOK RENTAL POOL LEASE OPERATION

CONDENSED BALANCE SHEETS

AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

(in thousands)

			September 30, 2005		December 31, 2004
			(unaudited)
DISTRIBUTION FUND
Assets
	Receivable from GTA-IB, LLC for distribution		$	669	$	917
	Interest receivable from maintenance escrow fund			16		8
		Total assets	$	685	$	925
Liabilities
	Due to participants for distribution		$	454	$	656
	Due to maintenance escrow fund			231		269
		Total liabilities	$	685	$	925
MAINTENANCE ESCROW FUND
Assets
	Cash and cash equivalents		$	215	$	157
	Short-term investments			1,690		1,615
	Receivable from distribution fund			231		269
	Inventory			1		4
	Interest receivable			21		5
		Total assets	$	2,158	$	2,050
Liabilities and participants' fund balances
	Accounts payable		$	10	$	9
	Construction retainage			6		5
	Interest payable to distribution fund			16		8
	Carpet care reserve			52		30
	Participants' fund balances			2,074		1,998
		Total liabilities and participants' fund balances	$	2,158	$	2,050

See accompanying notes to these condensed financial statements.

17

INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES

FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(in thousands) (unaudited)

		Three months ended September 30,						Nine months ended September 30,
		2005			2004			2005			2004
DISTRIBUTION FUND
Balance, beginning of period		$	—		$	—		$	—		$	—
Additions:
	Amounts available for distribution		669			625			3,804			2,939
	Interest received or receivable from Maintenance Escrow Fund		16			5			39			14
Reductions:
	Amounts withheld for Maintenance Escrow Fund		(231	)		(204	)		(1,024	)		(724	)
	Amounts accrued or paid to participants		(454	)		(426	)		(2,819	)		(2,229	)
Balance, end of period		$	—		$	—		$	—		$	—

See accompanying notes to these condensed financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(in thousands) (unaudited)

		Three months ended September 30,						Nine months ended September 30,
		2005			2004			2005			2004
MAINTENANCE ESCROW FUND
Balance, beginning of period		$	2,323		$	1,877		$	1,951		$	1,792
Additions:
	Amounts withheld from occupancy fees		231			204			1,008			724
	Interest earned		16			5			39			14
	Charges to participants to establish or restore escrow balances		89			115			339			239
Reductions:
	Maintenance charges		(489	)		(205	)		(1,004	)		(678	)
	Carpet care reserve deposit		(10	)		(13	)		(49	)		(47	)
	Interest accrued or paid to Distribution Fund		(16	)		(5	)		(39	)		(14	)
	Refunds to participants pursuant to the Master Lease Agreements		(70	)		(84	)		(171	)		(136	)
Balance, end of period		$	2,074		$	1,894		$	2,074		$	1,894

See accompanying notes to these condensed financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(in thousands) (unaudited)

		Three months ended September 30,						Nine months ended September 30,
		2005			2004			2005			2004
DISTRIBUTION FUND
Gross revenue		$	1,840		$	1,750		$	10,419		$	8,075
Deductions:
	Agents' commissions		60			62			463			334
	Credit card fees		43			40			240			192
	Professional fees		6			6			19			19
	Uncollectible room rents		18			—			20			2
	Linen replacements		19			35			146			110
	Rental pool complimentary fees		1			1			3			3
			147			144			891			660
Adjusted gross revenue			1,693			1,606			9,528			7,415
Amount retained by lessee			(1,016	)		(964	)		(5,717	)		(4,449	)
Gross income distribution			677			642			3,811			2,966
Adjustments to gross income distribution:
	General pooled expense		(2	)		(1	)		(2	)		(4	)
	Corporate complimentary occupancy fees		5			7			16			17
	Interest		(3	)		(3	)		(9	)		(10	)
	Occupancy fees		(257	)		(226	)		(1,120	)		(802	)
	Advisory committee expenses		(53	)		(45	)		(153	)		(140	)
Net income distribution			367			374			2,543			2,027
Adjustments to net income distribution:
	Occupancy fees		257			226			1,120			802
	Hospitality suite fees		1			—			5			4
	Westin Associate room fees		44			25			136			106
Available for distribution to participants		$	669		$	625		$	3,804		$	2,939

See accompanying notes to these condensed financial statements.

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INNISBROOK RENTAL POOL LEASE OPERATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

(unaudited)

1.     Rental Pool Lease Operations

        GTA-IB, LLC (the "Company") is a single member limited liability company, wholly owned by GTA-IB Golf Resorts, LLC. GTA-IB Golf Resorts, LLC is itself a wholly owned subsidiary of Golf Trust of America, L.P. There is no established market for the Company's membership interests. The preceding unaudited financial statements of the Rental Pool Lease Operations (the "Rental Pool") at the Westin Innisbrook Golf Resort (the "Resort") are for the periods ended September 30, 2005 and 2004.

        The operation of the Rental Pool is tied closely to the Company's operations. The Rental Pool lease agreements provide for distribution of a percentage of the Company's room revenues to those condominium owners participating in the Rental Pool.

        The Company is filing this report as the "successor issuer" to Golf Host Resorts, Inc. ("GHR") pursuant to Rule 15d-5 promulgated under the Securities Exchange Act of 1934 as amended, as described in the Form 8-K that the Company filed on November 12, 2004. The condominium units allowing Rental Pool participation are deemed to be securities because of the rental pool feature described above. However, there is no market for such securities other than the normal real estate market. Since the security is real estate, no dividends have been paid or will be paid. However, the Rental Pool participants are entitled to a contractual distribution paid quarterly, as defined in the lease agreements, for the Company's right to use the condominium units of the participants in the Rental Pool.

        The Rental Pool consists of condominiums at the Resort, which are provided as Resort accommodations by their owners. The participants have entered into Annual Rental Pool Lease Agreements, ("ALAs"), and either a Master Lease Agreement, or MLA, or a Guaranteed Distribution Master Lease Agreement, or ("GMLA"), which defines the terms and conditions related to the leases with GHR, the lessee. The ALAs expire at the end of each calendar year, and the GMLA will expire December 31, 2011.

        Effective January 1, 2002, GHR and the participants replaced the MLA, which expired on December 31, 2001, with a new Master Lease Agreement, or NMLA. The NMLA provides for 40% of the Adjusted Gross Revenues relating to the condominium Rental Pool to be paid to the participants, and the remaining 60% to be paid to GHR. In addition, GHR agreed, as part of the NMLA, to reimburse participants in the NMLA for up to 50% of the actual unit refurbishment costs, plus interest at 5% of the 50% of the refurbishment costs, beginning in 2002, so long as the minimum participation threshold of 575 units is maintained and so long as the individual condominium unit owner has not removed the unit from the Rental Pool. The MLA, GMLA, NMLA and ALAs are referred to collectively as the "Rental Pool Lease Agreements." As GHR's successor under the Rental Pool Lease Agreements, the Company is subject to GHR's obligations thereunder. In addition, the Company agreed to extend the refurbishment reimbursement program for newly refurbished condominiums entering the rental pool during 2005. This extension reduced the amount and interest rate to be paid to 25% of the costs of the refurbishment and 2.5% interest on the unpaid balance for any newly refurbished condominium units which began a refurbishment during 2005 and reentered the Rental Pool during calendar year 2005.

21

        The Rental Pool financial results and participant balances are accounted for through the utilization of a Distribution Fund and a Maintenance Escrow Fund. The balance sheets of the Distribution Fund primarily reflect amounts receivable from the Company (and from GHR for periods prior to July 16, 2004) for the Rental Pool distribution payable to Rental Pool participants and amounts due to the Maintenance Escrow Fund. The operations of the Distribution Fund reflect participants' earnings in the Rental Pool. The Maintenance Escrow Fund has no operations and its financial statements reflect the accounting for certain escrowed assets of the participants. The Maintenance Escrow Fund consists primarily of amounts escrowed by participants or due from the Distribution Fund to meet escrow requirements, fund the carpet care reserve and maintain the interior of the unit.

        GHR had historically experienced recurring net losses and working capital deficiencies, which from time to time created substantial doubt about GHR's ability to continue as a going concern. The Company has assumed GHR's obligations under the Rental Pool Agreements in connection with the Company's Settlement Agreement dated July 15, 2004 with Golf Trust of America, L.P. and Golf Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC. As a result, the Company expects to experience some of the same operational challenges experienced by GHR during the Resort's recovery from the economic downturn experienced during the past several years in the lodging industry. The continuation and success of the Rental Pool is contingent upon the continuation of operations of the Resort. In turn, the success of the Resort operations is contingent upon the continued participation of participants in the Rental Pool. Sales of condominiums to purchasers who elect not to participate in the Rental Pool, an increase in the number of owners who opt to live in their condominiums rather than placing them in the Rental Pool, a shift by owners who are presently in the Rental Pool to rent those units through other means and any declines in the general economic condition of the destination resort industry will reduce the likelihood that the Resort and the Company will be able to continue as going concerns.

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ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

        We were formed on December 30, 2002 as a wholly-owned subsidiary of GTA-IB Golf Resort, LLC, or our parent, which in turn is a wholly-owned subsidiary of Golf Trust of America, L.P. Golf Trust of America, L.P. is an operating partnership of Golf Trust of America, Inc., or GTA. Golf Host Resorts, Inc., or GHR, is the former owner of the Resort and the former borrower under a $79 million participating mortgage loan funded by Golf Trust of America, L.P. in June 1997.

        We and Golf Trust of America, L.P. entered into a Settlement Agreement dated July 15, 2004, or the Settlement Agreement, with GHR, Golf Hosts, Inc., Golf Host Management, Inc. and Golf Host Condominium, Inc. The Settlement Agreement resolved a number of issues between the parties, including GHR's default under the $79 million loan made by Golf Trust of America, L.P. to GHR in June 1997. As part of the Settlement Agreement, we took ownership of the Westin Innisbrook Golf Resort, or the Resort, effective at the close of business on July 15, 2004. Also in connection with the Settlement Agreement, we entered into a management agreement with Westin Management Company South, or Westin, providing for Westin's management of the Resort, and Westin and Troon Golf L.L.C., or Troon, entered into a facility management agreement providing for Troon's management of the golf facilities at the Resort.

        Golf Trust of America, L.P. had previously entered into an agreement with GHR and the prospective purchaser of a parcel of undeveloped land within the Resort, which is owned by GHR, known as Parcel F. This agreement, known as the Parcel F Development Agreement, was executed on March 29, 2004 and held in escrow pending the closing of the transactions contemplated by the Settlement Agreement. The Parcel F Development Agreement sets forth the terms and conditions under which Parcel F may be developed and includes restrictions on the owner of Parcel F designed to avoid interference with the operations of the Resort. On August 10, 2005, we and Golf Trust of America, L.P. entered into an amendment to the Parcel F Development Agreement which we believe will allow us to better manage the location of the Parcel F access road and adds us as a party to the Parcel F Development Agreement.

Results of Operations

        For comparative purposes, the financial results of GHR, the predecessor owner, are included below for the three and nine months ended September 30, 2004. While the operations of the Resort have remained substantially unchanged with respect to the recording of revenues and expenses, the financials of the predecessor owner include assets and liabilities at carrying values that differ from the carrying values that we use; therefore, there can be no assurances that the comparative information provided below is not impacted to some degree by the change in the carrying values of the assets and liabilities that occurred as of July 16, 2004, when we took possession of the Resort.

Forward Looking Statements

        This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are statements that predict or describe future events or trends and that do not relate solely to historical matters. All of our projections in this quarterly report are forward-looking statements. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "hope," "may," "will," "anticipate," "intend," "estimate," "project," "assume" or other similar expressions. Certain factors that might cause such a difference include the following: changes in general economic conditions, including changes that may influence group conferences and guests' vacation plans, changes in travel patterns, changes in consumer tastes in destinations or accommodations for group conferences and vacations, our ability to continue to operate the Resort under our management contracts, changes in Rental Pool participation by the

23

current condominium owners, settlement of the class action lawsuit involving the Rental Pool agreements, and the resale of condominiums to owners who elect neither to participate in the Rental Pool nor to become club members. You should not place undue reliance on our forward-looking statements because the matters they describe are subject to known (and unknown) risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the limited information currently available to us and speak only as of the date on which this report was filed with the SEC. Our continued internet posting or subsequent distribution of this dated report does not imply continued affirmation of the forward-looking statements included in it. We undertake no obligation, and we expressly disclaim any obligation, to issue any updates to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Future events are inherently uncertain. Moreover, it is particularly difficult to predict business activity levels at the Resort with any certainty. Accordingly, our projections in this quarterly report are subject to particularly high uncertainty. Our projections should not be regarded as legal promises, representations or warranties of any kind whatsoever. Over time, our actual results, performance or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and harmful to your interests.

Results of operations

        Because the Resort is a destination golf resort, we believe it appeals to a different market than the market to which a stand-alone hotel located in a downtown metropolitan area appeals. The Resort provides recreation, food and beverages to business meeting or group travelers, transient guests who play golf and golf package purchasers and guests who bring their families to the Resort. As a destination golf resort, the Resort's performance is sensitive to weather conditions and seasonality. The Resort had higher realized revenue during the first nine months of 2005 than during the corresponding period in 2004. We believe that this increase in realized revenue resulted from improved sales and marketing efforts directed towards improving group and transient business, in addition to increasing sales of golf packages and golf memberships at the Resort.

        The following table shows utilization of the Resort facilities broken into facility type, results of operations and selected Rental Pool statistical data during the three and none month periods ended September 30, 2005 and September 30, 2004:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2005	2004 Combined Basis	Increase (decrease)		Percentage Change		2005	2004 Combined Basis	Increase (decrease)		Percentage Change
Utilization of Resort facilities:
Available room nights			55,343	55,694	(351	)	(0.6	)%	161,990	162,259	(269	)	(0.2	)%
Actual room nights
	Group		9,156	8,829	327		3.7	%	46,925	37,190	9,735		26.2	%
	Transient		8,328	8,955	(627	)	(7.0	)%	32,475	26,377	6,098		23.1	%
		Total room nights	17,484	17,784	(300	)	(1.7	)%	79,400	63,567	15,833		24.9	%
Food and beverage meals			64,411	57,587	6,824		11.8	%	315,058	286,566	28,492		9.9	%
Golf rounds
	Resort guests		13,587	11,650	1,937		16.6	%	62,982	54,765	8,217		15.0	%
	Member/guests		7,250	5,438	1,812		33.3	%	28,195	27,435	760		2.8	%
		Total golf rounds	20,837	17,088	3,749		21.9	%	91,177	82,200	8,977		10.9	%

24

			Three Months Ended September 30,											Nine Months Ended September 30,
			2005			2004 Combined Basis			Increase (decrease)			Percentage Change		2005			2004 Combined Basis			Increase (decrease)			Percentage Change
Results of operations (in thousands):
Revenues
	Hotel		$	1,899		$	1,893		$	6		0.3	%	$	10,632		$	8,339		$	2,293		27.5	%
	Food and beverage			1,497			1,197			300		25.1	%		8,557			6,894			1,663		24.1	%
	Golf			2,009			1,606			403		25.1	%		10,067			8,475			1,592		18.8	%
	Other			689			1,029			(340	)	(33.0	)%		3,043			3,894			(851	)	(21.9	)%
		Total revenues		6,094			5,725			369		6.4	%		32,299			27,602			4,697		17.0	%
Expenses
	Hotel			2,100			2,107			(7	)	(0.3	)%		9,015			7,387			1,628		22.0	%
	Food and beverage			1,476			1,412			64		4.5	%		6,054			5,791			263		4.5	%
	Golf			1,856			1,941			(85	)	(4.4	)%		5,518			5,792			(274	)	(4.7	)%
	Other			2,255			2,072			183		8.8	%		7,393			6,648			745		11.2	%
	General and administrative			1,021			666			355		53.3	%		3,694			3,298			396		12.0	%
	Depreciation and amortization			575			692			(117	)	(16.9	)%		1,910			2,186			(276	)	(12.6	)%
		Total expenses		9,283			8,890			393		4.4	%		33,584			31,102			2,482		8.0	%
Operating income (loss)				(3,189	)		(3,165	)		(24	)	(0.8	)%		(1,285	)		(3,500	)		2,215		63.3	%
Interest expense, net				438			715			(277	)	(38.7	)%		1,254			5,451			(4,197	)	(77.0	)%
Net income (loss)			$	(3,627	)	$	(3,880	)	$	253		6.5	%	$	(2,539	)	$	(8,951	)	$	6,412		71.6	%
Selected Rental Pool statistical data:
Average daily distribution			$	12.08		$	11.22		$	0.86		7.7	%	$	23.48		$	18.11		$	5.37		29.7	%
Average room rate			$	108.64		$	106.41		$	2.24		2.1	%	$	133.91		$	131.19		$	2.72		2.1	%
Occupancy percentage				31.6	%		31.9	%		(0.3	)%	(0.9	)%		49.0	%		39.2	%		9.9	%	25.3	%
Average number of available units				602			605			(3	)	(0.5	)%		591			592			(1	)	(0.2	)%

Three months ended September 30, 2005 and 2004.

        During the third quarter of 2005, there were 300, or 1.7%, fewer occupied room nights than there were for the third quarter of 2004. As compared to the third quarter of 2004, during the third quarter of 2005 there were 627 fewer transient room nights and 327 more group room nights, resulting in an aggregate of 300 fewer occupied room nights. Occupied room nights consist of group room nights, or room nights which are booked and correlated to a meeting or convention at the Resort, and transient room nights, which are room nights which are booked and do not correlate to a meeting or convention at the Resort. Transient room nights are often booked 24 hours or less from the date of stay, while group room nights are typically booked no less than 120 days in advance of the date of a stay, with larger groups typically booking 16 to 18 months in advance of a stay. Transient room nights are often booked as part of golf packages and Internet bookings, among others, but during the third quarter of 2004 a significant number of transient rooms were attributable to evacuations relating to tropical storms and hurricanes affecting western Florida. While transient room nights were lower in the third quarter of 2005 than in the corresponding period in 2004, approximately 1,000 room nights during the quarter

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ended September 30, 2004 are attributable to evacuees taking shelter at the Resort to avoid hurricanes and tropical storms. Because no hurricanes or tropical storms approached western Florida during the third quarter of 2005, no transient room nights were directly attributable to weather-related evacuations during the third quarter of 2005.    Uncertainty regarding weather conditions during the third quarter of 2005 also made it more difficult for the Resort's sales and marketing teams to contract business during that quarter as a large number of group travel planners elected to book their late summer business at locations outside the state of Florida as a result of fears that the 2004 hurricane season would repeat itself. In addition to improved marketing and public perceptions of our new ownership, the Resort installed high-speed Internet access in all of the rooms in October 2004, improving the ability of our sales team to market the Resort. Current booking patterns for 2005 continue to suggest that group business is returning to the Resort. Booked group and conference room nights at the Resort for quarter ended September 30, 2005 have increased by approximately 6,693, or 13.0%, as compared to the same period last year.

        The effect of the reduction in the occupied room nights during the third quarter of 2005 was offset by improved spending patterns of the guests, specifically, package nights with their significantly higher food and beverage spending. Total revenue for the Resort was greater during the three months ended September 30, 2005 than in the three months ended September 30, 2004. An increase in spending by the Resort's guests, particularly food and beverage spending attributable to package nights, offset a portion of the reduction in revenue that resulted from the lower number of room nights in the third quarter of 2005 as compared to the third quarter of 2004. The most significant increase in revenues at the Resort occurred in the golf department. Revenues of that department increased by approximately $403, or 25.1%, for the three months ended September 30, 2005, as compared to the same period in 2004. Overall food and beverage revenues increased as the food and beverage spending per room night in both the group and transient sectors increased. Overall, food and beverage revenue increased by approximately $300, or 25.1%, for the three months ended September 30, 2005 as compared to the same period in 2004. As compared to the prior year, covers (meals) served increased by 6,824, or 11.8%, as compared to the same three-month period in 2004. This aggregate increase in meals served was primarily attributed to the Resort's banquets, on-site restaurants, room service and pool grill, with an increase of approximately 7,020 covers. Covers attributed to the Resort's catering decreased by approximately 196. Golf revenue increased by approximately $403, primarily as a result of the utilization of the specific golf-marketing fund to promote golf throughout the eastern United States. Golf rounds and revenues were higher than the same period in the prior year by approximately 3,749 rounds. The number of rounds played in the three months ended September 30, 2005 was 20,837, compared to 17,088 in the same period of 2004. Golf revenue does not necessarily increase or decrease exactly in proportion to occupied room nights because golf revenue also includes member dues and fees and day golf group fees, neither of which is directly related to occupied room nights. Increases in revenue due to improved spending of the Resort's guests in the third quarter or 2005 as compared to the third quarter of 2005 were offset by a decrease in Other Revenue of approximately $340, primarily as a result of cancellation fees which were recognized in 2004. Group cancellation fees recognized in the third quarter of 2005 were insignificant.

        Wherever possible, we endeavor to manage total operating expenses to insure that these expenses are minimized and bear a direct correlation to the room nights, food and beverage covers and golf round demand. Aggregate total operating expenses do not generally increase or decrease on a one-to-one basis with total operating revenue because the Resort must carry a minimum fixed operating staff and other support expenses at all times. In those operating departments where the variable costs can best be managed, we manage these costs consistent with room, food and beverage and golf demand. Total Resort operating expenses, before depreciation and amortization and excluding the Rental Pool amortization in hotel operations, increased by approximately $510, or 6.2%, for the three month period ended September 30, 2005 as compared to the corresponding period in the prior year.

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This increase of 6.2% is primarily attributable to of the increase in total operating revenue of approximately 6.4% during the three-month comparative period.

        Depreciation and amortization expense, excluding the Rental Pool amortization included in hotel expenses, was approximately $575 and $692 for the three months ended September 30, 2005 and 2004, respectively. Our depreciation expense was significantly lower during the three months ended September 30, 2005 than in the corresponding period of 2004. The net decrease in this expense is related to the change in the carrying value of the depreciable assets that occurred when we took title to the Resort on July 15, 2004, net of the addition of depreciable assets in the basis of the property, plant and equipment and the intangible assets acquired subsequent to July 15, 2004. Our amortization expense for the three months ended September 30, 2005, which excludes the Rental Pool amortization expense, is significantly higher than the amortization expense, which also excludes the Rental Pool amortization expense, recorded by the predecessor owner for the same period in the prior year. This significantly higher amortization expense, excluding the Rental Pool amortization expense, results from the various amortization terms dictated by our specific contracts which are shorter than the 20 year period used by GHR.

        Interest expenses, net of interest income, which were approximately $438 and $715 for the three months ended September 30, 2005 and 2004, respectively, reflect the accrual of the predecessor owner's mortgage interest obligations to Golf Trust of America, L.P. This interest obligation was settled in the Settlement Agreement. The participating mortgage loan that was assumed by us from GHR was amended to adjust the outstanding balance to $39,240. That note is now non-interest bearing.

        The net loss for the three months ended September 30, 2005 was approximately $3,627, compared to a net loss for the three months ended September 30, 2004 of approximately $3,880.

        During the three months ended September 30, 2005, approximately $435 of the capital reserve funds was disbursed. Of those disbursed funds, $215 was used to pay lease payments on existing and additional equipment consisting of bellman vehicles, golf cart leases, golf course equipment leases, telephone equipment leases and cable leases and the balance was for various capital improvement projects and replacements throughout the Resort.

Nine months ended September 30, 2005 and 2004

        During the nine months ended September 30, 2005, there were 15,833, or 23.1%, more occupied room nights than there were during the first nine months of 2004. The increase in occupied room nights was due to an increase of 9,735, or 26.2%, in additional group room nights for the nine-month period ended September 30, 2005. This increase in group room nights was complemented by an increase of 6,098, or 23.1%, in additional transient room nights for the nine month period ended September 30, 2005 compared to the same period in the prior year. The Resort's operating results on a comparative basis also reflect the negative impact of the 2004 hurricane season. During that season, four hurricanes passed within 100 miles of the Resort, and we believe that as a consequence, meeting planners were convinced not to book meetings during the prime hurricane season. We believe that these concerns made it difficult to book rooms during the period from September 2005 into early October of 2005, resulting in a reduction of approximately 500 and 3,800 room nights sold for the months of September 2005 and October 2005, respectively, as compared to the same two months of 2004.

        The effect of the increase in the occupied room nights and, specifically, group room nights with their significantly higher food and beverage spending, is reflected in the increase in total revenue of 17.0% for the Resort for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The most significant increase in revenues at the Resort was in the rooms department. That department experienced an overall increase of approximately $2,293, or 27.5%, for the nine months ended September 30, 2005, as compared to the same period in 2004. Food and

27

beverage revenues benefited from the overall increase in room nights in both the group and transient sectors. Food and beverage revenue increased by approximately $1,663, or 24.1%, for the nine months ended September 30, 2005, as compared to the same period in 2004. As compared to the prior year, covers served (meals) increased by approximately 28,492, or 9.9%, over the same nine month period in 2004. This aggregate increase in meals served was primarily driven by the Resort's on-site restaurants, with an increase of approximately 21,000 covers, while banquets, catering, room service and the pool grill were up approximately 7,492 covers.

        Golf revenue increased approximately $1,592, or 18.8%, for the nine months ended September 30, 2005 compared to the nine months ended September 30, 2004. The primary reason for this increase was the utilization of the Resort's specific golf marketing fund to promote golf throughout the Eastern United States. Golf rounds were higher than the same period in the prior year by approximately 8,977 rounds. The number of rounds played in the nine months ended September 30, 2005 was 91,177, compared to 82,200 in the same period of 2004. The increase in Golf revenue for the nine months ended September 30, 2005 was offset by a decrease in Other Revenue of approximately $851, primarily as a result of cancellation fees which were recognized in 2004. Group cancellation fees recognized in the nine months ended September 30, 2005 were insignificant. We expect golf revenue for the fourth quarter of 2005 to exceed golf revenue actually earned in the fourth quarter of 2004 based upon the current reservations and historical cancellation rates.

        Wherever possible, we endeavor to manage total operating expenses to insure that these expenses are minimized and bear a direct correlation to the room nights, food and beverage covers and golf round demand. Aggregate total operating expenses do not generally increase or decrease on a one-to-one basis with respect to the total operating revenue because the Resort must carry a minimum fixed operating staff and other support expenses at all times. In those operating departments where the variable costs can best be managed, we manage these costs consistent with room, food and beverage and golf demand. Total Resort operating expenses, before depreciation and amortization and excluding the rental pool amortization in hotel operations, increased by approximately $2,785, or 9.5%, for the nine month period ended September 30, 2005 as compared to the corresponding period in the prior year. This increase of 9.5% is attributable to the increase in total operating revenue of approximately 17.0% during the nine month period ended September 30, 2005 as compared to the corresponding period in the prior year.

        Depreciation and amortization expense, excluding the Rental Pool amortization in hotel expenses, for the nine months ended September 30, 2005 and 2004 was approximately $1,910 and $2,186, respectively. Depreciation expense was significantly lower during the nine months ended September 30, 2005 than in the corresponding period of 2005. The net decrease in this expense is related to the change in the carrying value of the depreciable assets that occurred when we took title to the Resort on July 15, 2004, and to the addition of depreciable assets in the basis of the property, plant and equipment and the intangible assets subsequent to July 15, 2004. Our amortization expense for the nine months ended September 30, 2005, which excludes the rental pool amortization expense, is significantly higher than the amortization expense, which also excludes the rental pool amortization expense, recorded by the predecessor owner for the same period in the prior year. This significantly higher amortization expense, excluding the Rental Pool amortization expense, results from the fact that the various amortization terms dictated by our specific contracts were shorter than the 20-year period used by GHR.

        Interest expenses, net of interest income, which were approximately $1,254 and $5,451 for the nine months ended September 30, 2005 and 2004, respectively, reflect the accrual of the predecessor owner's mortgage interest obligations to Golf Trust of America, L.P. This interest obligation was settled in the Settlement Agreement. The participating mortgage loan that was assumed by us from GHR was amended to adjust the outstanding balance to $39,240. That note is now non-interest bearing.

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        The net loss for the nine months ended September 30, 2005 was approximately $2,539, compared to a net loss for the nine months ended September 30, 2004 of approximately $8,951.

        During the nine months ended September 30, 2005, approximately $1,390 of the capital reserve funds was disbursed. Of the $1,390 disbursed, approximately $664 was used to pay lease payments on existing and additional new equipment consisting of bellman vehicles, golf cart leases, golf course equipment leases, telephone equipment leases and cable leases, and the balance was for various capital improvement projects and replacements throughout the Resort. The cash purchases of property and equipment of approximately $726 were offset by approximately $45 in insurance proceeds and asset retirements. We currently have budgeted $442 in capital expenditures for the last three months of 2005.

Other Matters

        On April 29, 2005, Westin's parent, Starwood Hotels & Resorts Worldwide, Inc., or Starwood, entered into an Assurance of Voluntary Compliance with the State of Florida Office of the Attorney General. See a further discussion of this matter in Note 1 to our condensed combined financial statements contained in Part I, Item 1 above.

        On August 9, 2005, in a matter related to the Assurance (see Note 1 above), we executed a settlement election form which formalized our willingness to participate in Starwood's negotiated Automatic Hotel Charges Settlement. The Automatic Hotel Charges Settlement settles class action law suits filed by private plaintiffs alleging that Starwood charged certain automatic fees to its guests, including guests at the Resort. Based upon information known to us at this time, we do not believe that our participation in this settlement will have a material adverse impact on our financial results.

Contractual Obligations, Contingent Liabilities and Commitments

        The following table summarizes our contractual obligations at September 30, 2005, and the effect such obligations are expected to have on our liquidity and cash flow (or upon our successors in interest under the applicable contracts, if the contracts are not terminated) in future periods:

	Payments Due by Period (in thousands)
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Master lease agreement (with the condominium owners)	$	8,364	$	1,073	$	3,082	$	4,209	$	—
Management agreements(1)		22,450		1,900		5,700		3,283		11,567
Troon supplemental fee		800		—		—		—		800
Operating and capital leases		1,957		170		1,766		21		—
Significant open purchase orders(2)		83		83		—		—		—
Service agreements and other		1,828		409		1,015		348		56
Total of the Resort's obligations	$	35,482	$	3,635	$	11,563	$	7,861	$	12,423

(1)

If our management agreement with Westin is terminated prior to its expiration date of December 31, 2017, a minimum termination fee of $5,500 will be due at termination in lieu of fees otherwise payable to Westin pursuant to that management agreement.

(2)

Reflects open purchase orders which individually exceed $25.

        Interest is reflected, as applicable, in the commitments and obligations listed above.

        Please refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations, Contingent Liabilities and Commitments" in our Form 10-K for

29

the year ended December 31, 2004, filed on March 30, 2005, for a description of our contractual obligations.

Liquidity and Capital Resources

        Our working capital position is a deficit of approximately $3,475 as of September 30, 2005. We continue to experience seasonal fluctuations in our net working capital position. Seasonality impacts our liquidity because there is more available cash during the winter months, specifically in the first quarter, than in the late summer months when cash becomes very limited. We received intercompany advances from Golf Trust of America, L.P. to support working capital needs in the amounts of $2,000 and $400 in July 2004 and September 2005, respectively. The proceeds of these loans have been fully expended by Westin to support operational expenses of the Resort. Generally, our only source of cash is from any profitable operations of the Resort or these intercompany advances. While the financial performance of the Resort is showing signs of recovery to date in 2005, it does not appear from the projections provided by Westin that the operational cash flow capacity of the Resort will permit the Resort to reestablish its self-sufficiency in the near term. Further, the Resort's credit capacity is limited. We requested a further intercompany advance from Golf Trust of America, L.P. and expect to receive $800 during the latter half of November 2005 in response to this request, primarily to fund the third quarter Rental Pool distribution and refurbishment payment due on November 15, 2005. Working capital needs may require us to seek a further intercompany advance from Golf Trust of America, L.P.; however, there can be no assurances as to the specific timing or amount of any such intercompany advance.

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RISK FACTORS

Class action litigation involving GHR could adversely impact the Resort.

        Approximately fifty condominium owners initiated legal action against GHR and its corporate parent, Golf Hosts, Inc., regarding various aspects of the prior rental pool arrangement as discussed in more detail in Part II, Item 1 "Legal Proceedings." We were not a party to the lawsuit, nor are our affiliates. It is our understanding that the condominium owners/plaintiffs alleged breaches of contract, including breaches in connection with the prior rental pool arrangement. It is also our understanding that the plaintiffs were seeking unspecified damages and declaratory judgment because they believe they are entitled to participate in the Rental Pool. The plaintiffs also believe that golf course access should be limited to persons who are members, their accompanied guests, or guests of the Resort. The plaintiffs in this case had filed with the Florida appellate court a motion in which they asked the court to either rehear their appeal or certify a question to the Florida Supreme Court. Recently, the court denied this motion, so this matter may be closed. However, we are uncertain as to any residual actions that might arise from this former litigation and the impact, if any, that such residual actions might have on the Resort.

An unfavorable result in the Land Use Lawsuits to which we are a party could impair the value of Parcel F and the Resort.

        On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, we filed a Motion to Intervene in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning (as plaintiffs) vs. Pinellas County, Florida, Golf Host Resorts, Inc. and Innisbrook F LLC (as defendants), Case No. 043388CI-15. In April 2005, a subsequent lawsuit relating this mater was filed as discussed in more detail in Part II, Item 1. In this report, we refer to these lawsuits as the Land Use Lawsuits.

        In the event that the defendants in the Land Use Lawsuits do not prevail, we may lose all or substantially all of our land use and development rights with respect to Parcel F. As a result, we may experience reduced club memberships at the Resort, and our ability to realize the benefits from proposed development of Parcel F would be adversely impacted. In addition, failure by the defendants to prevail in the Land Use Lawsuits could jeopardize our land use and development rights in the remaining units that we may have the opportunity to develop at the Resort if a court subsequently applied a similar interpretation of our rights with respect to those units. In that instance, we might lose all or substantially all of those rights with respect to the remaining units. As a result of a successful challenge to our land use and development rights relating to the remaining units at the Resort, our ability to develop the Resort and the value of the Rental Pool units would be adversely affected.

Although a former employee of Golf Host Securities, Inc. has settled certain complaints filed by that employee with OSHA, the EEOC, the NASD or the FDRE against Golf Host Securities, Inc., our parent or our parent's other subsidiaries, those agencies may still impose penalties or fines relating to those complaints.

        In July 2005, (i) Golf Host Securities, Inc., or GHSI, another subsidiary of our parent, received from the Department of Labor, Occupational Safety and Health Administration, or OSHA, notice that a former employee of GHSI is alleging violations of Title VIII of the Sarbanes-Oxley Act of 2002, Section 806 of the Corporate and Criminal Fraud Accounting Act; (ii) we received notice from the U.S. Equal Employment Opportunity Commission, or EEOC, of an alleged charge of discrimination by this former employee; (iii) GHSI received notice that its former employee has filed a complaint with the National Association of Securities Dealers, Inc., or NASD, alleging violations of applicable rules and of federal and state securities statutes; and (iv) GHSI received notice that its former employee had filed with the Florida Division of Real Estate, or FDRE, a complaint alleging that GHSI had failed to pay

31

real estate commissions owed to him and wrongfully terminated him, among other complaints, in violation of applicable state and federal law.

        In November 2005, this former employee of GHSI entered into a settlement agreement with us, GHSI, our parent, GTA, GTA's operating partnership and certain of our parent's subsidiaries relating to these complaints. While this settlement agreement resolves the claims of this former employee, it is possible that OSHA, the EEOC, the NASD or the FDRE could pursue these claims even though we have entered the settlement agreement, potentially imposing upon us or our affiliates, fines, penalties or other remedies which could harm our operations.

In the event that the Resort does not provide sufficient cash flow to us, we may be forced to reduce capital expenditures and improvements at the Resort, diminishing the value of the Rental Pool units.

        As the owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of our assumption of these liabilities and our responsibility for any negative cash flow of the Resort, we may be exposed to liabilities and expenditures exceeding our expectations or ability to pay. In the event cash flow is insufficient to fund planned improvements, the ability of the participants in the Rental Pool to rent their units may decline. A decline in the rental rates that can be charged for the units or related vacancies resulting from our inability to make necessary capital expenditures may cause the value of the Rental Pool units, and the Resort, to decline.

While we have entered into the Asset Purchase Agreement with CMI providing for the sale of the Resort, CMI has the right to terminate this Asset Purchase Agreement without penalty at any time prior to the close of business on November 25, 2005. Even if CMI does not exercise its right to terminate the Asset Purchase Agreement, the closing of the transactions contemplated in that Asset Purchase Agreement will be subject to the customary closing conditions including, among others, consideration by GTA's Board of Directors and receipt of a satisfactory fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. Therefore, at this time, the Company cannot assure you that the Asset Purchase Agreement will not be terminated, that all conditions to closing will be satisfied or that the transaction with CMI will close.

        In the event that the transactions contemplated by the Asset Purchase Agreement do not close, GTA will develop a business plan to address the future operating plans for the Resort until another exit transaction can be completed. The negotiation and closing of another exit transaction would likely require GTA to incur significant additional legal and other costs and to be liable for more preferred dividends. If this were to occur, GTA would have less resources available to devote to refurbishment expenses of the Resort, which could possibly reduce the distributions to the participants in the Rental Pool.

The Resort's performance may not provide adequate resources to fund the refurbishment reimbursement to the Rental Pool participants.

        Pursuant to the former borrower's arrangement with many of the persons who own condominium units at the Resort, the condominiums owned by these participating persons are placed in a securitized pool and rented as hotel rooms to guests of the Resort. We refer to this securitized pool of participating condominiums as the Rental Pool. In addition to the current Rental Pool agreement, the former owner of the Resort agreed with the condominium owners association that the former owner of the Resort would reimburse 50% of the refurbishment costs, plus accrued interest (at 5% per annum) on the unpaid balance of that portion of the unpaid refurbishment costs which we are required to reimburse. This amount will be reimbursed to participating condominium owners (or transferees of their condominium unit(s)) over the five-year period beginning in 2005. The reimbursement is contingent on the units remaining in the Rental Pool from the time of its refurbishment through 2009. If the unit does not remain in the Rental Pool during the reimbursement period of 2005 through 2009,

32

the owner or successor owner forfeits any unpaid installments at the time the unit is removed from the Rental Pool.

        Accordingly, maintaining condominium owner participation in the Rental Pool is very important to the continued economic success of the Resort. We assumed certain existing or modified financial obligations of the former borrower, including its responsibilities regarding the administration of the condominium unit Rental Pool, when we took ownership of the Resort pursuant to the Settlement Agreement. Also as part of the Settlement Agreement, we assumed GHR's obligation for refurbishment expenses paid by the condominium owners.

        As owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of the assumption of these liabilities and our responsibility for any negative cash flow, we face the risk that our ultimate liabilities and expenditures might be greater than we expected. In that case, we may not have sufficient cash available for the payment of the refurbishment expenses relating to the Rental Pool units. If this were to occur, we would be in breach of our obligations to the participants in the Rental Pool, and we might face successful legal challenges relating to that breach.

The number of Rental Pool units may decline if current owners find alternative uses of the units more attractive than participating in the Rental Pool, reducing the number of available Rental Pool units and diminishing the value of the remaining units.

        Participants in the Rental Pool may decide that alternative uses of their condominium units are more attractive than participating in the Rental Pool. In particular, condominium owners may determine that it is more financially advantageous to rent their units to longer term tenants, or to live in their units rather than paying to live elsewhere and allowing their units to participate in the Rental Pool. Any such reduction in the number of participants in the Rental Pool may result in increased pro-rata costs and reduced revenues for the remaining Rental Pool participants. In particular, a decrease in the number of participants in the Rental Pool will result in higher per capita costs relating to fixed costs that are incurred in connection with the administration of the Rental Pool. In the event that the number of units in the Rental Pool declines below 575, our obligation to reimburse refurbishment expenses for the units will be abated until the number of units in the Rental Pool is restored to 575 or higher.

Severe weather patterns experienced by Florida and the Southeastern United States during 2004 and 2005 could result in depressed bookings, adversely affecting the Resort's results of operations and reducing proceeds to the participants in the Rental Pool.

        We expect that bookings at the Resort during the final quarter of 2005 and subsequent periods may be adversely affected as a result of a series of hurricanes that affected Florida and the Southeastern United States during 2004 and 2005. In particular, the hurricanes occurring during 2005 may have increased the awareness of potential guests, particularly those residing in different regions of the United States, to the danger that hurricanes and tropical storms present. We expect that these guests may be more reluctant to book rooms in regions subject to such weather patterns. In particular, it is possible that groups will choose alternative destinations for travel during the hurricane season. In the event that potential guests and groups choose alternative destinations as a result of these weather-related concerns, the Resort may experience lower bookings and reduced revenues, which in turn results in reduced distributions to the Rental Pool participants.

Recent severe weather patterns could further increase the seasonal nature of the results of the Resort.

        The hotel industry is cyclical in nature. Our business has historically been weaker during the third quarter of each year. In the event that we suffer from reduced bookings during the third quarter as a

33

result of hurricane-related concerns of potential guests, this effect could reduce the revenues to the Resort in the third quarter of each year, increasing the disparity between our results in the third quarter as compared to other quarters. This increased cyclicality could make it more difficult for us to project the results of the Resort, and may result in a lower than expected percentage of the Resort's fixed costs being offset by revenue during the third quarter.

We are subject to all the operating risks common to the hotel industry which could adversely affect our results of operations.

        Operating risks common to the Resort include:

•

changes in general economic conditions, including the timing and robustness of the apparent recovery in the United States from the recent economic downturn and the prospects for improved performance in other parts of the world;



•

the impact of war and terrorist activity (including threatened terrorist activity) and heightened travel security measures instituted in response thereto;



•

domestic and international political and geopolitical conditions;



•

decreases in the demand for transient rooms and related lodging services, including a reduction in business travel as a result of general economic conditions;



•

the impact of internet intermediaries on pricing and our increasing reliance on technology;



•

cyclical over-building in the hotel industry which increases the supply of hotel rooms;



•

changes in travel patterns;



•

changes in operating costs, including, but not limited to, energy, labor costs (including the impact of unionization), workers' compensation and health-care related costs, insurance and unanticipated costs such as acts of nature and their consequences;



•

disputes with the managers of the Resort which may result in litigation;



•

the availability of capital to allow us to fund renovations and investments at the Resort; and



•

the financial condition of the airline industry and the impact on air travel.

General economic downturns, or an increase in labor or insurance costs, may negatively impact our results.

        Moderate or severe economic downturns or adverse conditions may negatively affect the operations of the Resort. These conditions may be widespread or isolated to one or more geographic regions. A tightening of the labor markets in Florida may result in fewer and/or less qualified applicants for job openings at the Resort. Higher wages, related labor costs and the increasing cost trends in the insurance markets may negatively impact our results as wages, related labor costs and insurance premiums increase. A general economic downturn, or increase in expenditures on insurance and labor costs, would adversely impact the operations of the Resort, potentially reducing funding that we provide to the Rental Pool or the proceeds to the Rental Pool participants.

If we are unable to successfully compete for customers, it may adversely affect our operating results, and reduce the proceeds to participants in the Rental Pool.

        The hotel industry is highly competitive. The Resort competes for customers with other hotel and resort properties. Some of our competitors may have substantially greater marketing and financial resources than we do, and they may improve their facilities, reduce their prices or expand or improve their marketing programs in ways that adversely affect our operating results, and proceeds to participants in the Rental Pool may be reduced.

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Internet reservation channels may negatively impact our bookings and results of operations.

        Internet travel intermediaries such as Travelocity.com®, Expedia.com® and Priceline.com® are attempting to commoditize hotel rooms, by increasing the importance of price and general indicators of quality at the expense of brand or property specific identification. These agencies hope that consumers will eventually develop brand loyalties to their reservations system rather than to lodging brands. Although we expect to derive most of our business from traditional channels, if the amount of sales made through internet intermediaries increases significantly, our business and profitability may be significantly harmed, and proceeds to participants in the Rental Pool may be reduced.

The Resort places significant reliance on technology.

        The hospitality industry continues to demand the use of sophisticated technology and systems including technology utilized for property management, procurement, reservation systems, operation of customer loyalty programs, distribution and guest amenities. These technologies can be expected to require refinements and there is the risk that advanced new technologies will be introduced. There can be no assurance that as various systems and technologies become outdated or new technology is required we will be able to replace or introduce them as quickly as our competition or within budgeted costs for such technology. Further, there can be no assurance that we will achieve the benefits that may have been anticipated from any new technology or system.

The Resort is capital intensive, and may become uncompetitive in the event that sufficient financing is not available.

        For the Resort to remain attractive and competitive, we have to spend money periodically to keep the properties well maintained, modernized and refurbished. This creates an ongoing need for cash and, to the extent we cannot fund expenditures from cash generated by operations, we must seek to obtain funds from borrowings or otherwise. We may be unable to find such financing on favorable terms, if at all. To the extent that we are unsuccessful in obtaining such financing, it could adversely impact the Resort's results from operations and proceeds to the Rental Pool participants.

Our investment in the Resort is subject to numerous risks which could adversely affect our income.

        We are subject to the risks that generally relate to investments in real property because we own the Resort. The investment returns available from equity investments in real estate such as the Resort depends in large part on the amount of income earned and capital appreciation generated by the Resort, and the expenses incurred. In addition, a variety of other factors affect income from the Resort and its real estate value, including governmental regulations, real estate, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. When interest rates increase, the cost of developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decreases. Any of these factors could have a material adverse impact on our results of operations or financial condition. If the Resort does not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be adversely affected.

Environmental Regulations may increase the Resort's costs, or limit our ability to develop, use or sell the Resort.

        Environmental laws, ordinances and regulations of various federal, state, local and foreign governments impact our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or

35

toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Other laws, ordinances and regulations could require us to manage, abate or remove lead or asbestos containing materials. Certain laws, ordinances and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, or sell the Resort.

So-called acts of God, terrorist activity and war could adversely affect the Resort.

        The Resort's financial and operating performance may be adversely affected by so-called acts of God, such as natural disasters, in Florida and in areas of the world from which we draw a large number of guests. Similarly, wars (including the potential for war), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife and geopolitical uncertainty have caused in the past, and may cause in the future, our results to differ materially from anticipated results. The returns to participants in the Rental Pool could be adversely impacted in the event that acts of God, war or terrorism impact the Resort's ability to attract guests.

Some potential losses of the Resort are not covered by insurance.

        We carry comprehensive insurance coverage for general liability, property, business interruption and other risks with respect to the Resort. Our policies offer coverage features and insured limits that we believe are customary for similar types of property. Generally, our "all-risk" property policies provide that coverage is available on a per occurrence basis and that, for each occurrence, there is a limit as well as various sub-limits on the amount of insurance proceeds we can receive. In addition, there may be overall limits under the policies. Sub-limits exist for certain types of claims such as service interruption, abatement, expediting costs or landscaping replacement, and the dollar amounts of these sub-limits are significantly lower than the dollar amounts of the overall coverage limit.

        In addition, there are also other risks such as war, certain forms of terrorism such as nuclear, biological or chemical terrorism, acts of God such as hurricanes and earthquakes and some environmental hazards that may be deemed to fall completely outside the general coverage limits of our policies or may either be uninsurable or too expensive to justify insuring against.

Our operations at the Resort are dependent upon outside managers, and if those managers are less successful than expected, the Resort's results of operations and the proceeds available for distribution to the Rental Pool participants will be adversely affected, potentially in a material way.

        Westin manages the daily operations of the Resort pursuant to our Management Agreement with Westin, and Troon manages the golf facilities at the Resort pursuant to related contractual commitments with Westin. In the event that these third party managers fail to perform under their respective contracts as expected, or in the event that they default on their obligations, the Resort's results of operations and proceeds available for distribution to the Rental Pool participants will be adversely affected, potentially in a material way.

A sustained increase in energy costs may negatively impact the Resort's results by increasing its energy-related costs and by discouraging potential guests from traveling and taking part in recreational activities.

        During the past year, energy costs in the United States have increased substantially. Energy costs represent an increasingly larger percentage of the costs of the Resort, and we expect energy costs to increase in both in absolute and relative terms. In addition, we expect that higher energy costs will negatively affect the Resort by discouraging travel and recreational activities. In particular, potential

36

guests of the Resort are less likely to travel as they bear the affects of higher energy costs as either higher airline fares or in an increased cost per gallon of gasoline. In addition, higher energy costs may reduce the disposable income of potential guests, making them less likely to spend money for travel and recreational activities. As a result of these factors, a sustained increase in energy costs may negatively impact the Resort's results by increasing its energy-related costs and by discouraging traveling and taking part in recreational activities.

Risk factors relating to GTA and GTA's operating partnership

        Our parent is a subsidiary of GTA's operating partnership. GTA is a public reporting company under the Exchange Act. Due to our relationship with GTA, including our dependence upon GTA or its operating partnership for funding that we may require, we believe that its Risk Factors are relevant to our sole member and to the participants in the Rental Pool. You should note that certain of the information contained in GTA's Risk Factors filed as Exhibit 99.1 hereto, particularly those relating to GTA's liquidating distributions, are not relevant to you unless you are a holder of GTA's common stock; however, such risk factors are informative in that they may indicate certain factors or events that may impact GTA and reduce GTA's willingness or ability to provide funding to the Resort and the Rental Pool units.

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Item 3.    Quantitative And Qualitative Disclosures About Market Risk

        We do not have significant market risk with respect to foreign currency exchanges or other market rates. Our debt to Golf Trust of America, L.P. is non-interest bearing and, accordingly, fluctuations in interest rates are not expected to affect financial results.

Item 4.    Controls And Procedures

        We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management assesses the costs and benefits of such controls and procedures based upon the prevailing facts and circumstances, including management's reasonable judgment of such facts. As we neither controlled nor managed the Resort prior to July 16, 2004, our disclosure controls and procedures with respect to the Resort and its employees are necessarily more limited than those we maintain with respect to our own corporate operations. At close of business on July 15, 2004, we took title to the Resort; however, despite the fact that our amended management agreement with Westin provides us with heightened control and access to information, we do not directly assemble the financial information for the Resort although we have taken steps that we deem to be reasonable under the circumstances to seek to verify such financial information and consequently, our disclosure controls and procedures with respect to the Resort, while strengthened, remain necessarily more limited than those we maintain with respect to our own corporate operations. Since taking title to the Resort, we have focused upon integrating operations at the Resort into our disclosure controls and procedures and internal control procedures. In particular, those controls and procedures have been updated to account for the challenges presented by the increased size and scope of our operations now that we own the Resort.

        The integration of a new business of significant size and scope of operations increases the risk that conditions may have been introduced that we did not anticipate in our design of our systems of control. Any pre-existing deficiencies in the predecessor owner's financial systems, processes and related internal controls increase the risk that the historical unaudited financial statements of the Resort's operations and cash flows which the predecessor owner has provided to us may not be accurate. We have out of necessity placed a certain amount of reliance on the historical financial information and reports of the Resort's predecessor owner for the periods prior to July 16, 2004, and continue to rely on the information provided by Westin as manager of the Resort.

        As of September 30, 2005, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-15. With the assistance of Westin, our Chief Executive Officer and our Chief Financial Officer concluded that as of September 30, 2005 our disclosure controls and procedures are effective in timely alerting them to material information relating to us required to be included in our Exchange Act reports. There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II—OTHER INFORMATION

Item 1.    Legal Proceedings

Class Action Lawsuit

        The Resort, which we now own, served as collateral for a $79 million original balance non-recourse loan Golf Trust of America, L.P. made in 1997 to GHR. GHR entered into an arrangement with many of the parties who own condominium units at the Resort whereby the condominiums owned by these persons are placed in a pool and rented as hotel rooms to guests of the Resort. Certain of the condominium owners (as plaintiffs) initiated a legal action against GHR, and its corporate parent, Golf Hosts, Inc. (as defendants), regarding various aspects of this arrangement. We are not presently a party to the lawsuit. It is our understanding, however, that the condominium owners/plaintiffs are seeking to resolve the following issues, among others:

•

whether every condominium owner who is also a member of the Innisbrook Golf and Country Club has the right to participate in the lessor's rental pool, so long as there is a rental pool, by virtue of defendant's alleged marketing promises to all purchasers of condominiums at the Resort;



•

whether the condominium unit owners participating in the master lease agreement were coerced by economic pressure and duress to enter into the master lease agreement or the guaranteed master lease agreement;



•

whether the guaranteed master lease agreement is invalid by reason of such alleged coercion and economic duress and, if so, whether the condominium owners who entered into the guaranteed master lease agreement are entitled to be reimbursed for the difference between the amount of income that was distributed to them under the guaranteed master lease agreement and the amount of income that would have been distributed to them had they remained subject to the master lease agreement;



•

whether the unit owners who signed the guaranteed master lease agreement have the right to return to the master lease agreement without penalty, and thereby be entitled to be reimbursed for the difference between the income that they received under the guaranteed master lease agreement and the income they would have received under the master lease agreement;



•

whether the defendant breached its contract with the unit owners by allowing members of the public upon the golf courses, thereby adversely affecting the "private golf course" concept of the Resort; and



•

whether there has been a diminution in the market value of the individual condominium units due to the five factors mentioned above.

        Depositions of class members and others, including depositions of former executives of GHR, have been taken and additional discovery remains to be undertaken. The previously scheduled trial date of February 3, 2003 was postponed by the court and a new trial date has not yet been set. In July 2003, the judge in the litigation against GHR reversed an earlier ruling and held that the case could not proceed as a class action. The judge also ruled that the plaintiffs could not seek recovery from the individuals that hold stock in GHR and its affiliates (rejecting plaintiffs' attempt to "pierce the corporate veil"). In October 2003, the judge ruled that the claims of the former members of the class who were not named as plaintiffs in the lawsuit were barred by the statute of limitations. These rulings leave approximately 80 individual plaintiffs in the lawsuit representing 50 condominium units. The plaintiffs have appealed each of these rulings to the court of appeals. The court of appeals summarily affirmed the lower court's ruling that the case could not proceed as a class action and has affirmed the lower court's dismissal with prejudice of the veil piercing case. On June 15, 2004, counsel for GHR reargued the motion for summary judgment to summarily dismiss the claims of the remaining 80

39

individual plaintiffs. On July 29, 2004, the court entered an order granting the defendant's motion for summary judgment. The plaintiffs filed an appeal of this ruling on October 26, 2004. Briefing has been completed in the appeal from the court's final judgment granting the motion for summary judgment. Argument before the appellate court was held September 21, 2005. By Order dated September 30, 2005, the Florida appellate court (Second District Court of Appeals) affirmed the lower court's final judgement granting the defendant's motion for summary judgement. The plaintiffs subsequently filed a motion with the appellate court for a rehearing of their appeal, or in the alternative, to certify a question to the Florida Supreme Court. The appellate court denied that motion by Order dated November 3, 2005. The time available for the Plaintiffs to appeal has now expired.

        We are not presently a party to this lawsuit, nor are GTA, Golf Trust of America, L.P. or our other affiliates.

        In connection with the execution of the Settlement Agreement between us and GHR (and certain other affiliated parties), GHR provided a limited indemnity to defend and hold harmless GTA (and its affiliates, including us) from and against any and all costs, liabilities, claims, losses, judgments, or damages arising out of or in connection with the class action lawsuit described above, as well as liabilities accruing on or before the closing date relating to employee benefits and liabilities for contracts or agreements not disclosed by GHR to GTA. In return, we delivered a duly executed release.

Land Use Lawsuits

        On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, we filed a Motion to Intervene in the lawsuit titled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, or the Plaintiffs, vs. Pinellas County, Florida, Golf Host Resorts, Inc. and Innisbrook F LLC, Defendants, or the Defendants, Case No. 043388CI-15. We refer to this lawsuit as the Initial Land Use Lawsuit. The Plaintiffs have filed a multi-count complaint, seeking injunctive and declaratory relief with respect to the land use and development rights of a tract of land known as Parcel F. Parcel F is a parcel of land located within the Resort. The Plaintiffs allege that there are no remaining development units (residential units) available to be developed within the Resort property. On March 29, 2005, we filed a Motion to Intervene as a defendant in the Initial Land Use Lawsuit in order to protect our property, and our land use and development rights with respect to Parcel F and our property. A hearing on the Motion to Intervene was held on April 4, 2005, after which the court granted our Motion to Intervene. On April 5, 2005, we joined in the filing of a Motion to Dismiss and Motion to Strike three of the seven counts of the plaintiffs' complaint. The court granted the Motion to Dismiss on April 26, 2005. On that same date, four individuals (Joseph E. Colwell, Marcia G. Colwell, Kirk E. Covert, Deborah A. Covert) and Autumn Woods Homeowner's Association, Inc. moved to intervene in the Initial Land Use Lawsuit. The court has not ruled on that motion. On April 8, 2005, a separate suit or the Subsequent Land Use Lawsuit was filed by James M. and Mary H. Luckey and Andrew J. and Aphrodite B. McAdams against Pinellas County, a political subdivision of the State of Florida, Golf Host Resorts, Inc., a foreign corporation and Bayfair Innisbrook, LLC, a Florida limited liability corporation. That suit seeks injunctive and declaratory relief in six separate counts, all relating to the land use and development rights of Parcel F. This suit was consolidated with the Initial Land Use Lawsuit on May 3, 2005. After May 6, 2005 we filed a Motion to Dismiss the Subsequent Land Use Lawsuit. The motion was heard by the court on May 31, 2005. Since that hearing, we have filed our Answer and Affirmative Defenses to both complaints that have been filed in the consolidated action. On August 3, 2005, a case management conference was held before the judge who is now presiding over this case. At that hearing, the court scheduled a hearing on the defense motions for summary judgment for August 30, 2005, and a trial starting on December 12, 2005. On August 30, 2005, the judge heard extensive argument on the defense motions for summary judgment and entered a number of rulings in the defendants' favor. In summary, the court dismissed those claims in the Initial Land Use Lawsuit and the Subsequent Land

40

Use Lawsuit which are founded upon the theory that the proposed development is inconsistent with the Pinellas Countywide Plan and Rules adopted pursuant to Chapter 73-594, Laws of Florida. The court further dismissed for lack of jurisdiction those claims of the plaintiffs' in the Subsequent Land Use Lawsuit that are based on the theory that the proposed development is inconsistent with the Pinellas Comprehensive Plan. The court entered a similar ruling on certain counts of the Third Amended Complaint as to some (but not all) of the plaintiffs in the Initial Land Use Lawsuit.

        The defendants in the Initial land Use Lawsuit also filed a Motion to Strike the Plaintiffs' Demand for Jury Trial.    In the face of that motion, the plaintiffs dropped their jury trial demand and the court confirmed by order dated September 21, 2005 that this case will not be tried by a jury. The court then entered an order scheduling the remaining claims for non-jury trial during December 2005.

        In addition, the Plaintiffs in the Initial Land Use Lawsuit have filed a motion for summary judgment. The court set the hearing date for the summary judgment review for December 7, 2005.

        As an intervenor in the Initial Land Use Lawsuit, we will seek to obtain a ruling from the court which preserves and protects our property, our land use and development rights with respect to Parcel F and our property in order to maximize the value of those rights as they relate both to Parcel F and the Resort in general. We refer to these two matters as the Land Use Lawsuits. See further discussion of the Land Use Lawsuits under the heading "Risk Factors" in Part I, Item 2 of this report.

        In the event that the defendants in the Land Use Lawsuits do not prevail, we may lose all or substantially all of our land use and development rights with respect to Parcel F. As a result, we may experience reduced club memberships at the Resort, and our ability to realize the benefits from proposed development of Parcel F would be adversely impacted. In addition, failure by the defendants to prevail in the Land Use Lawsuits could jeopardize our land use and development rights in the remaining units that we may have the opportunity to develop at the Resort if a court subsequently applied a similar interpretation of our rights with respect to those units. In that instance, we might lose all or substantially all of those rights with respect to the remaining units. As a result of a successful challenge to our land use and development rights relating to the remaining units at the Resort, our ability to develop the Resort would be adversely affected.

Property Tax Lawsuit

        On December 10, 2004 we filed a lawsuit against the property appraiser of Pinellas County Florida, or Pinellas County to challenge the 2004 real estate assessment on the Resort property. Pinellas County filed a motion to dismiss, which was denied by the court. No trial date has been set. If Pinellas County were to prevail, there would be no material adverse effect upon our financial statements, as the assessment is fully accrued and accounted for in our books and records.

Complaints by a former employee of GHSI

OSHA Complaints

        In July 2005, GHSI, a subsidiary of our parent, received from OSHA, notice that a former employee of GHSI had filed a complaint with OSHA alleging that GHSI had violated Title VIII of the Sarbanes-Oxley Act of 2002 and Section 806 of the Corporate and Criminal Fraud Accountability Act. OSHA requested that GHSI respond to the allegation that GHSI violated these laws.

EEOC Complaints

        In July 2005, we received from the EEOC, a notice of a charge of discrimination by a former employee of GHSI. The EEOC has requested that we provide a statement of our position on the issues covered by the former employee's charge and copies of supporting documentation. The former employee of GHSI alleged in his charge of discrimination that the termination of his employment with

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GHSI was the result of unlawful discrimination by us in violation of the Age Discrimination in Employment Act and the Florida Civil Rights Act.

NASD Complaints

        In July 2005, GHSI received notice that a former employee of GHSI had filed a complaint with the NASD, against GHSI for violations of NASD rules and federal and state securities statutes. This former employee included in his claim an allegation that our parent had ignored his complaints that our parent's actions were violations of law, and he asked the NASD to revisit its approval of our parent's ownership of GHSI.

FDRE Complaints

        In July 2005, GHSI received notice that a former employee of GHSI had filed a complaint with the FDRE, against GHSI for an alleged failure to deliver commissions of approximately $13 allegedly owed to this former employee. This former employee also alleged that (i) our parent's officers (who are also our officers) violated Florida Statute 475, as well as other federal and state statutes and the regulations of various regulatory agencies, and that (ii) our parent's actions violated, among other federal and state laws, the whistleblower protections under state and federal law, and the Age Discrimination in Employment Act and Florida Civil Rights Act prohibiting age discrimination.

Settlement Agreement

        On November 4, 2005, this former employee of GHSI entered into a settlement agreement with us, our parent, GHSI, Golf Trust of America, L.P., GTA G.P., Inc., GTA L.P., Inc., GTA-IB Operations, LLC and GTA-IB Management, LLC relating to the employee's claims with OSHA, the EEOC, the NASD and the FDRE. This settlement agreement provides that, among other things, that neither party admits any liability or wrongdoing, we will pay the former employee $50 and the former employee will dismiss its claims and file appropriate papers to withdraw or dismiss the referenced claims with prejudice and notify the agencies involved that all disputes between GHSI and its former employee have been resolved with prejudice. Pursuant to applicable law, GHSI's former employee had seven days to rescind this settlement agreement after he executed it. The rescission period ended on November 11, 2005 at 5:00 pm EST.

        As discussed further in Part I, Item 2 under the heading "Risk Factors," it is possible that OSHA, the EEOC, the NASD or the FDRE could pursue these claims even though we have settled the claims with GHSI's former employee.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

        Not applicable.

Item 3.    Defaults Upon Senior Securities

        Not applicable.

Item 4.    Submission of Matters to a Vote of Security Holders

        Not applicable.

Item 5.    Other Information

        On October 27, 2005, we, together with GTA, GTA's operating partnership, our parent and certain of our parent's subsidiaries, entered into an Asset Purchase Agreement with CMI. Certain of the terms of this Asset Purchase Agreement with CMI are discussed in further detail in our Current Report on

42

Form 8-K filed on October 28, 2005 and in Note 10 to Part I, Item 1 of this report. The brief descriptions of the Asset Purchase Agreement that are included in this report are not intended to be complete and are qualified in their entirety by reference to the Asset Purchase Agreement attached as Exhibit 10.12 to this Quarterly Report on Form 10-Q.

        On August 10, 2005, we and GTA entered into an amendment to the Parcel F Development Agreement which added us as a party and which we believe will allow us to better manage the location of the Parcel F access road.

Item 6.    Exhibits

Exhibit No.	Description
3.1	Articles of Organization of GTA-IB, LLC(1)
3.2	Amended and Restated Operating Agreement of GTA-IB, LLC(1)
10.1	Settlement Agreement dated July 15, 2004 by and among Golf Trust of America, L.P., GTA-IB, LLC, Golf Host Resorts, Inc., Golf Hosts, Inc., Golf Host Management, Inc., Golf Host Condominium, Inc. and Golf Host Condominium, LLC(2)
10.2	Defense and Escrow Agreement dated July 15, 2004 by and among Golf Host Resorts, Inc., GTA-IB, LLC, Golf Trust of America, L.P., Golf Trust of America, Inc. and Chicago Title Insurance Company(2)
10.3	Operational Benefits Agreement dated July 15, 2004 by and among Golf Host Resorts, Inc., Golf Hosts, Inc., GTA-IB, LLC, and Golf Trust of America, L.P.(2)
10.4	Management Agreement dated July 15, 2004 by and between Westin Management Company South and GTA-IB, LLC(2)
10.5	Assignment, Consent, Subordination and Nondisturbance Agreement dated July 15, 2004 by and among GTA-IB, LLC, Golf Trust of America, L.P. and Westin Management Company South(2)
10.6	Facility Management Agreement dated July 15, 2004 by and between Troon Golf L.L.C. and Westin Management Company South(2)
10.7	Loan Agreement dated July 15, 2004 by and between Golf Trust of America, L.P. and Elk Funding, L.L.C. and related Notes A and B(2)
10.8.1	Parcel F Development Agreement dated March 29, 2004 by and among Golf Hosts Resorts, Inc., Golf Trust of America, L.P. and Parcel F, LLC, formerly known as Innisbrook F, LLC, formerly known as Bayfair Innisbrook, L.L.C.(2)
10.8.2	First Amendment to Parcel F Development Agreement by and among Golf Hosts Resorts, Inc., Golf Trust of America, L.P. and Parcel F, LLC (formerly known as Innisbrook F, LLC)(3)
10.8.3	Second Amendment to Parcel F Development Agreement by and among Golf Hosts Resorts, LLC (formerly known as Golf Host Resorts, Inc.), Golf Trust of America, L.P., GTA-IB, LLC and Parcel F, LLC (formerly known as Innisbrook F, LLC)(3)
10.9	Amendment to Loan Agreement between GTA-IB, LLC and Golf Trust of America, L.P.(1)

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10.10	Loan Agreement dated June 20, 1997 between Golf Host Resorts, Inc. and Golf Trust of America, L.P.(1)
10.11	Promissory Note issued by GTA-IB, LLC to Golf Trust of America, L.P.(1)
10.12*	Asset Purchase Agreement by and between Golf Trust of America, Inc., Golf Trust of America, L.P., GTA-IB, LLC, GTA-IB Golf Resort, LLC, GTA-IB Condominium, LLC, GTA-IB Management, LLC and CMI Financial Network, LLC dated October 27, 2005
31.1*	Certification of the Registrant's President and Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
31.2*	Certification of the Registrant's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99*	Risk Factors of Golf Trust of America, Inc.

(1)

Previously filed as Exhibits (same Exhibit numbers as referenced above) to our Quarterly Report on Form 10-Q, filed on November 23, 2004, and incorporated herein by reference.

(2)

Previously filed as Exhibits 10.1 through 10.8 to our Current Report on Form 8-K, filed November 16, 2004, and incorporated herein by reference.

(3)

Previously filed as Exhibits 10.8.2 and 10.8.3 to our Quarterly Report on Form 10-Q, filed August 15, 2005, and incorporated herein by reference.

*

Filed as an exhibit hereto.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GTA-IB, LLC, registrant
Date: November 14, 2005	/s/  W. BRADLEY BLAIR, II W. Bradley Blair, II President and Chief Executive Officer
Date: November 14, 2005	/s/  SCOTT D. PETERS Scott D. Peters Secretary and Chief Financial Officer

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QuickLinks

GTA-IB, LLC FORM 10-Q FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 INDEX
Cautionary Note Regarding Forward-Looking Statements
GTA-IB, LLC CONDENSED COMBINED BALANCE SHEETS AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004 (in thousands)
GTA-IB, LLC CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (in thousands) (unaudited)
GTA-IB, LLC CONDENSED COMBINED STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (in thousands) (unaudited)
GTA-IB, LLC CONDENSED COMBINED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (in thousands) (unaudited)
GTA-IB, LLC FORM 10-Q NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (in thousands) (unaudited)
INNSBROOK RENTAL POOL LEASE OPERATION CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2005 AND DECEMBER 31, 2004 (in thousands)
INNISBROOK RENTAL POOL LEASE OPERATION CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (in thousands) (unaudited)
INNISBROOK RENTAL POOL LEASE OPERATION CONDENSED STATEMENTS OF CHANGES IN PARTICIPANTS' FUND BALANCES FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (in thousands) (unaudited)
INNISBROOK RENTAL POOL LEASE OPERATION CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (in thousands) (unaudited)
INNISBROOK RENTAL POOL LEASE OPERATION NOTES TO CONDENSED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (unaudited)

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

RISK FACTORS

Item 3. Quantitative And Qualitative Disclosures About Market Risk
Item 4. Controls And Procedures

PART II—OTHER INFORMATION

Item 1. Legal Proceedings
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits

SIGNATURES

EX-10.12

ASSET PURCHASE AGREEMENT

SELLER GROUP:	GOLF TRUST OF AMERICA, INC.
	GOLF TRUST OF AMERICA, L.P.
	GTA-IB, LLC
	GTA-IB GOLF RESORT, LLC
	GTA-IB CONDOMINIUM, LLC
	GTA-IB MANAGEMENT, LLC
BUYER GROUP:	CMI FINANCIAL NETWORK, LLC
	NOMINEE, IF ANY
DATED:	OCTOBER 27, 2005

TABLE OF CONTENTS

Article; Section			Page
ARTICLE 1	DEFINITIONS		2
Section 1.01		Definitions	2
ARTICLE 2	PURCHASE AND SALE		16
Section 2.01		Sale and Transfer of Assets	16
Section 2.02		Retained Assets	20
Section 2.03		Assumed Liabilities	21
Section 2.04		Retained Liabilities	23
Section 2.05		Purchase Price	25
Section 2.06		Closing	26
Section 2.07		Post-Closing Purchase Price Adjustment	27
Section 2.08		Due Diligence	29
ARTICLE 3	DEPOSIT		34
Section 3.01		Deposit	34
Section 3.02		Seller’s Escrow Amount	36
Section 3.03		Escrow Agent	37
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT		37
Section 4.01		Corporate Existence and Power	38
Section 4.02		Corporate Authorization	38
Section 4.03		Governmental Authorizations	39
Section 4.04		Noncontravention	39
Section 4.05		Capitalization; Subsidiaries	39
Section 4.06		Financial Statements	40
Section 4.07		No Undisclosed Liabilities	40
Section 4.08		Material Contracts	41
Section 4.09		Litigation	41
Section 4.10		Compliance with Laws, Court Orders and Permits	42
Section 4.11		Real Property	42
Section 4.12		Intellectual Property	44
Section 4.13		Finders’ Fees	45
Section 4.14		Employees	45

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Section 4.15			Employee Benefit Plans	45
Section 4.16			Environmental Matters	47
Section 4.17			Labor Matters	48
Section 4.18			Tax Matters	49
Section 4.19			Accounts Receivable	50
Section 4.20			Insurance	50
Section 4.21			Transactions with Affiliates	50
Section 4.22			Knowledge of Westin	51
Section 4.23			Knowledge of Troon	51
ARTICLE 5	REPRESENTATIONS AND WARRANTIES OF BUYER			51
Section 5.01			Corporate Existence and Power	51
Section 5.02			Corporate Authorization	51
Section 5.03			Governmental Authorizations	52
Section 5.04			Noncontravention	52
Section 5.05			Financing	52
Section 5.06			Finders’ Fees	52
Section 5.07			No Undisclosed Liabilities	53
Section 5.08			Litigation	53
Section 5.09			Compliance with Laws, Court Orders and Permits	53
Section 5.10			No Liability Under Confidential Information Memorandum	53
Section 5.11			As-Is Sale; Release	54
ARTICLE 6		COVENANTS OF SELLER AND PARENT		56
Section 6.01			Conduct of the Business	56
Section 6.02			Access to Information	57
Section 6.03			Estoppel Certificates	58
Section 6.04			Condo Association Approval	58
Section 6.05			Approval of GTA Board of Directors	59
Section 6.06			Disclosure Supplements	59
Section 6.07			No Solicitation	59
Section 6.08			Conduct of GTA, Seller, Parent, Holding Company, Condo Owner and Management Company	63

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Section 6.09			GTA Mortgage	63
ARTICLE 7		COVENANTS OF BUYER		63
Section 7.01			Access	63
Section 7.02			Plan of Liquidation	64
Section 7.03			Conduct of Buyer	64
Section 7.04			Notice of Changes in Original Deposit Amount	65
Section 7.05			Guarantee	65
ARTICLE 8	COVENANTS OF BUYER, PARENT AND SELLER			65
Section 8.01			Efforts and Actions to Cause the Transactions Contemplated by this Agreement to Occur	65
Section 8.02			Notices of Certain Events	66
Section 8.03			Transfer and Other Taxes	66
Section 8.04			Escrow Fees	67
Section 8.05			Further Assurances	67
Section 8.06			Transfers Not Effected as of the Closing	67
Section 8.07			Certain Post-Closing Assistance	68
Section 8.08			Litigation Arising After the Execution Date	68
Section 8.09			Nominee	68
ARTICLE 9		EMPLOYEE BENEFITS MATTERS		68
Section 9.01			Employee and Employee Benefit Matters	68
ARTICLE 10	CONDITIONS TO CLOSING			70
Section 10.01			Conditions to Obligations of Buyer and Seller	70
Section 10.02			Conditions to Obligation of Buyer	70
Section 10.03			Conditions to Obligation of Seller	72
ARTICLE 11	SURVIVAL; INDEMNIFICATION			74
Section 11.01			Survival	74
Section 11.02			Indemnification	74
Section 11.03			Procedures	75
Section 11.04			Additional Procedures	76
Section 11.05			Calculation of Damages	76
Section 11.06			Dispute Resolutions	76

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Section 11.07		Effect of Investigation	77
Section 11.08		Tax Treatment of Indemnification Payments	77
ARTICLE 12	TERMINATION		77
Section 12.01		Termination	77
Section 12.02		General Effect of Termination	79
ARTICLE 13	MISCELLANEOUS		80
Section 13.01		Casualty and Condemnation; Risk of Loss	80
Section 13.02		Notices	82
Section 13.03		Confidentiality	85
Section 13.04		Amendments and Modifications	86
Section 13.05		Expenses	86
Section 13.06		Attorneys’ Fees	86
Section 13.07		Successors and Assigns	86
Section 13.08		Governing Law	86
Section 13.09		Consent to Jurisdiction	86
Section 13.10		WAIVER OF JURY TRIAL	87
Section 13.11		Counterparts; Third Party Beneficiaries	87
Section 13.12		Entire Agreement	87
Section 13.13		Headings	87
Section 13.14		Severability	87
Section 13.15		Specific Performance	88
Section 13.16		Extension; Waiver	88

SCHEDULES
SCHEDULE 1.01(a)	—	Knowledge of Buyer
SCHEDULE 1.01(b)	—	Knowledge of Seller
SCHEDULE 1.01(c)	—	Knowledge of Parent
SCHEDULE 1.01(d)	—	Parcel F Description
SCHEDULE 1.01(e)	—	Permitted Liens
SCHEDULE 1.01(f)	—	Required Consents
SCHEDULE 1.01(g)	—	Total Current Assets
SCHEDULE 1.01(h)	—	Total Current Liabilities
SCHEDULE 2.01(b)	—	Contracts

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SCHEDULE 2.01(c)	—	Licenses, Permits, Certificates of Occupancy and Rights Under Permits, Approvals, and Allocations Relating to the Real Property and the Operation thereof and Other Similar Documents
SCHEDULE 2.01(i)(1)	—	Innisbrook Real Property and Condo Property
SCHEDULE 2.01(i)(2)	—	Unit 115 in Building 28 of the Innisbrook Condominiums
SCHEDULE 2.01(j)	—	Parcel J-4
SCHEDULE 2.01(k)	—	Parcel Rights
SCHEDULE 2.01(l)	—	Pinellas County Rights
SCHEDULE 2.01(m)	—	Wall Springs Rights
SCHEDULE 2.01(o)	—	Tangible Personal Property
SCHEDULE 2.01(p)	—	Intangible Personal Property
SCHEDULE 2.02(f)	—	Furniture and Equipment in the Owner’s Office
SCHEDULE 2.02(g)	—	Retained Assets
SCHEDULE 2.03(q)	—	Assumed Liabilities
SCHEDULE 2.05(c)	—	Allocation of Consideration
SCHEDULE 2.08(c)	—	Due Diligence Materials
SCHEDULE 4.03	—	Seller Governmental Authorizations
SCHEDULE 4.04	—	Noncontravention
SCHEDULE 4.06	—	Seller Financial Statements
SCHEDULE 4.07	—	Seller Disclosed Liabilities
SCHEDULE 4.08	—	Material Contracts
SCHEDULE 4.09	—	Seller Litigation
SCHEDULE 4.10(a)	—	Compliance with Laws
SCHEDULE 4.10(b)	—	Permits
SCHEDULE 4.11(a)	—	Real Property
SCHEDULE 4.11(b)	—	Leases
SCHEDULE 4.11(c)	—	Assigned Interests Under Leases
SCHEDULE 4.11(e)	—	Written Notice from any Governmental Authority of any Proceedings in Eminent Domain
SCHEDULE 4.11(g)	—	Tax Reduction Proceedings
SCHEDULE 4.12(a)	—	Intellectual Property
SCHEDULE 4.12(b)	—	Proprietary Software
SCHEDULE 4.12(c)	—	License Agreements
SCHEDULE 4.14	—	Employees as of September 20, 2005
SCHEDULE 4.15(a)	—	Plans
SCHEDULE 4.15(i)	—	Severance Pay, Unemployment Compensation and Benefits
SCHEDULE 4.15(j)	—	Claims Related to Any Plan

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SCHEDULE 4.16	—	Environmental Matters
SCHEDULE 4.16(e)	—	Location of Hazardous Substances and Underground Storage Tanks
SCHEDULE 4.17	—	Labor Matters
SCHEDULE 4.18	—	Tax Matters
SCHEDULE 4.20	—	Insurance
SCHEDULE 5.03	—	Buyer Governmental Authorizations
SCHEDULE 5.07	—	Buyer Disclosed Liabilities
SCHEDULE 5.08	—	Buyer Litigation
SCHEDULE 9.01	—	Employees of Seller Not To Be Offered Employment by Buyer
SCHEDULE 10.02(i)	—	Buyer’s Required Consents
SCHEDULE 10.03(g)	—	Seller’s Required Consents
EXHIBITS
EXHIBIT 1.01(a)	—	Troon Estoppel Certificate
EXHIBIT 1.01(b)	—	Westin Estoppel Certificate
EXHIBIT 6.01	—	Form of Innisbrook 2006 Rental Pool Annual Lease Agreement
EXHIBIT 7.04	—	Reliance Letter from CWYP
EXHIBIT 10.02(b)	—	Form of Officer’s Certificate of Seller and General Partner of Parent
EXHIBIT 10.02(c)	—	Form of Bill of Sale
EXHIBIT 10.02(d)	—	Form of Assignment and Assumption Agreements
EXHIBIT 10.02(e)	—	Form of Deeds
EXHIBIT 10.02(f)	—	Form of Lease Agreements
EXHIBIT 10.02(h)	—	Form of 1445 Certificate
EXHIBIT 10.03(b)	—	Form of Officer’s Certificate of Buyer and Buyer’s Guarantor
EXHIBIT 10.03(e)	—	Form of Release Agreements

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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 liability company, or Nominee (as permitted herein) (the “Buyer”), and (viii) CMI Financial Network, LLC, an Ohio limited liability company, as Buyer’s guarantor in the event Nominee enters this Agreement as permitted herein (the “Buyer’s Guarantor”).

THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the following facts, intentions and understandings:

A.Buyer and Seller (or in the case of the Condo Property (as defined herein), Condo Owner, in the case of the GH Securities Stock Interests (as defined herein), Holding Company, and in the case of the Employees (as defined herein), Management Company) have approved, and deem it advisable to consummate the purchase of the Acquired Assets (as defined herein) by Buyer, which purchase is to be effected by the sale by Seller (or in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) of all of the Acquired Assets to Buyer, subject to all of the liabilities pertaining to the Acquired Assets, and otherwise upon the terms and subject to the conditions set forth herein.

B.Prior to the Execution Date, Buyer deposited with Chernett Wasserman Yarger & Pasternak, LLC, Buyer’s legal counsel (“CWYP”), cash in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) (the “Original Deposit Amount”) as a deposit against the Purchase Price (as defined herein), which deposit was acknowledged by Seller.  In the event that Buyer waives Buyer’s rights or otherwise fails to terminate this Agreement pursuant to Section 2.08(f) hereof, Buyer shall cause CWYP to deposit the Original Deposit Amount with Chicago Title Insurance Company, located at 2701 Gateway Drive, Pompano Beach, Florida (the “Escrow Agent”), no later than 5:00 p.m. (Eastern time) on the last day of the Due Diligence Period (as defined herein).  In the event that Buyer elects the Extension (as defined herein) pursuant to Section 2.06 hereof, on the Extension Date (as defined herein), Buyer shall deposit with Escrow Agent cash in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the “Additional Deposit Amount”) and, if prior to the expiration of the Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and subject to the conditions set forth herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01Definitions.

The following terms, as used herein, have the following meanings (the use of the singular or the plural herein is not exclusive and the tenses may be used interchangeably as the context requires):

“Accounts Receivable” shall have the meaning set forth in Section 2.01(y) of this Agreement.

“Acquired Assets” shall have the meaning set forth in Section 2.01 of this Agreement.

“Acquisition Agreement” shall have the meaning set forth in Section 6.07(b) of this Agreement.

“Acquisition Proposal” shall have the meaning set forth in Section 6.07(a) of this Agreement.

“Action” shall have the meaning set forth in Section 11.03(a) of this Agreement.

“Additional Deposit Amount” shall have the meaning set forth in Recital B of this Agreement.

“Adjustment Date” shall have the meaning set forth in Section 2.07(c) of this Agreement.

“AEW” means AEW Targeted Securities Fund, L.P., a Delaware limited partnership.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person.

“Agreement” shall have the meaning set forth in the Preamble of this Agreement.

“Allocation” shall have the meaning set forth in Section 2.05(c) of this Agreement.

“Applicable Period” shall have the meaning set forth in Section 6.07(a) of this Agreement.

“Assignment and Assumption Agreements” shall have the meaning set forth in Section 10.02(d) of this Agreement.

“Assignment, Consent, Subordination and Nondisturbance Agreement” means that certain Assignment, Consent, Subordination and Nondisturbance Agreement dated as of July 15, 2004, by and among Seller, Parent and Westin.

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“Assumed Liabilities” shall have the meaning set forth in Section 2.03 of this Agreement.

“Auditor” means Grant Thornton LLP, as independent auditor.

“Automatic Hotel Charges Settlement” means the settlement terms negotiated by Starwood and the Attorney General of the State of Florida, regarding the imposition of automatic or mandatory guest charges, including resort charges, and resolving plaintiffs’ claims in related private class action lawsuits brought against Starwood.

“Bill of Sale” shall have the meaning set forth in Section 10.02(c) of this Agreement.

“Business” means the business of operating the Resort, as conducted by Seller, Westin and Troon pursuant to the Westin Management Agreement and the Troon Management Agreement, respectively.

“Business Day” means any day other than a Saturday, Sunday or a day on which banks in New York, New York are authorized or obligated by applicable law or executive order to close or are otherwise generally closed.

“Buyer” shall have the meaning set forth in the Preamble of this Agreement.

“Buyer Indemnified Claims” shall have the meaning set forth in Section 11.02(b) of this Agreement.

“Buyer Parties” shall have the meaning set forth in Section 11.02(a) of this Agreement.

“Buyer’s Escrow Demand” shall have the meaning set forth in Section 3.02(b) of this Agreement.

“Buyer’s Guarantor” shall have the meaning set forth in the Preamble of this Agreement.

“Casualty Loss” shall have the meaning set forth in Section 13.01(a) of this Agreement.

“Change of Recommendation” shall have the meaning set forth in Section 6.07(c) of this Agreement.

“CKT” shall have the meaning set forth in Section 2.01(k) of this Agreement.

“Claims” means all claims within the meaning of such term in 11 U.S.C. Section 101(5) (provided that a right to an equitable remedy is considered a claim whether or not the breach gives rise to a right to payment), including, without limitation, causes of action, reclamation claims, mortgages, pledges, restrictions, hypothecations, charges, indentures, loan agreements, instruments, leases, licenses, options, rights of first refusal, contracts, offsets, recoupment, rights of recovery, judgments, orders, claims for reimbursement, contribution, indemnity or exoneration, and decrees of any court or foreign or domestic governmental entity, interests, products liability, fraud, fraudulent transfers, breach of fiduciary duty, alter-ego, environmental,

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successor liability, tax and other liabilities and claims, including Tax claims, in each case whether secured or unsecured, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed, recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non-contingent, liquidated or unliquidated, matured or unmatured, material or immaterial, disputed or undisputed, or known or unknown, whether arising prior to, on, or subsequent to the Closing Date, whether imposed by agreement, understanding, law, equity or otherwise.

“Closing” shall have the meaning set forth in Section 2.06 of this Agreement.

“Closing Date” means the date of the Closing.

“Closing Transfer Amount” shall have the meaning set forth in Section 2.05(a) of this Agreement.

“Closing Date Working Capital” shall have the meaning set forth in Section 2.07(c) of this Agreement.

“CMI” means CMI Financial Network, LLC, an Ohio limited liability company.

“COBRA” shall have the meaning set forth in Section 9.01(d) of this Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Condo Owner” shall have the meaning set forth in the Preamble of this Agreement.

“Condo Property” shall have the meaning set forth in Section 2.01(i) of this Agreement.

“Condo Property Purchase Price” shall have the meaning set forth in Section 6.04 of this Agreement.

“Condominium Association” means Innisbrook Condominium Association, Inc., a Florida corporation not for profit.

“Confidential Information Memorandum” means the confidential information memorandum dated March 2005, provided to Buyer by Houlihan Lokey.

“Confidentiality Agreement” means the letter agreement dated as of September 12, 2005, between GTA and CMI Financial, LLC, binding upon CMI and Nominee, if any, as of September 12, 2005 pursuant to Section 13.03 hereof.

“Contracts” shall have the meaning set forth in Section 2.01(b) of this Agreement.

“CWYP” shall have the meaning set forth in Recital B of this Agreement.

“Damages” shall have the meaning set forth in Section 2.08(b) of this Agreement.

“Data Room” means the “Eagle Golf” workspace on www.intralinks.com.

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“Declaration of Condominium” means that certain Declaration of Condominium of Innisbrook Condominium No. 23, a Condominium dated as of September 13, 1974, by Golf Host South, Inc.

“Deeds” shall have the meaning set forth in Section 10.02(e) of this Agreement.

“Defense and Escrow Agreement” means that certain Defense and Escrow Agreement dated as of July 15, 2004, by and among GHR, Seller, Parent, GTA and Escrow Agent.

“Demand” shall have the meaning set forth in Section 3.01(c) of this Agreement.

“Demanding Party” shall have the meaning set forth in Section 3.01(c) of this Agreement.

“Deposit Amount” means a deposit against the Purchase Price in the amount of Four Million Five Hundred Thousand Dollars ($4,500,000) in cash; provided, however, that in the event Buyer elects the Extension, the Additional Deposit Amount shall be included in the Deposit Amount and the Deposit Amount shall total Six Million Dollars ($6,000,000) from, and including, the Extension Date.

“Due Diligence Materials” shall have the meaning set forth in Section 2.08(c)(i) of this Agreement.

“Due Diligence Period” shall have the meaning set forth in Section 2.08(a) of this Agreement.

“Employees” means all active employees actively and solely dedicated to the operations of the Business employed by Seller or any of its Affiliates (but, for the avoidance of doubt, excluding any employees of Westin, Troon or any of their Affiliates), including, without limitation, any such employees on approved leaves of absence (whether vacation, family leave, workers’ compensation, short-term disability, maternity leave or otherwise) and the term “Employee” shall mean any of the foregoing such Employees.

“Environmental Laws” means any and all federal, state, local and foreign statutes, laws, regulations and rules, in each case as in effect on the Execution Date or as subsequently amended, that have as their purpose the protection of the environment or of human health or that relate to the transportation, handling, storage, use or exposure to Hazardous Substances, wastes or materials.

“Environmental Liabilities” means any Damages or obligations arising out of the ownership or operation of the Business or the ownership or operation of the Owned Real Property, to the extent based upon (i) a material violation of or liability under any Environmental Law, (ii) a failure to obtain, maintain or comply with any material Environmental Permit, directive, order or notice of violation under, or any requirement of, any material Environmental Law, (iii) a material Release of any Hazardous Substance at, on or under any Owned Real Property, or any environmental investigation, remediation, removal, clean-up or monitoring required under any Environmental Law or required by a Governmental Authority at, on or under

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any Owned Real Property, or (iv) the use, generation, storage, transportation, treatment, sale or other off-site disposal of Hazardous Substances generated by or otherwise used in the Business.

“Environmental Permits” means all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities required by any Environmental Law.

“Equipment” means all machinery, fixtures, furniture, supplies, accessories, materials, equipment, parts, automobiles, trucks, vehicles, golf carts, tooling, office equipment, furnishings and other similar items of personal property owned or leased by Seller which are used in connection with the Business.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” shall have the meaning set forth in Section 4.15(a) of this Agreement.

“ERISA Plans” shall have the meaning set forth in Section 4.15(a) of this Agreement.

“Escrow Agent” shall have the meaning set forth in Recital B of this Agreement.

“Escrow Period” shall have the meaning set forth in Section 3.02(a) of this Agreement.

“Estimated Closing Date Working Capital” shall have the meaning set forth in Section 2.05(b) of this Agreement.

“Estimated Closing Date Working Capital Certificate” shall have the meaning set forth in Section 2.05(b) of this Agreement.

“Execution Date” shall have the meaning set forth in the Preamble of this Agreement.

“Extension” shall have the meaning set forth in Section 2.06 of this Agreement.

“Extension Date” shall have the meaning set forth in Section 2.06 of this Agreement.

“Fairness Opinion” shall have the meaning set forth in Section 6.05 of this Agreement.

“Final Board Approval” shall have the meaning set forth in Section 6.05 of this Agreement.

“Final Working Capital” shall have the meaning set forth in Section 2.07(d)(v) of this Agreement.

“GAAP” means the United States generally accepted accounting principles.

“GH Securities” means Golf Host Securities, Inc., a Florida corporation.

“GH Securities Stock Interests” shall have the meaning set forth in Section 2.01(r) of this Agreement.

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“GHR” means Golf Host Resorts, LLC, a Colorado limited liability company, formerly known as Golf Host Resorts, Inc., a Colorado corporation.

“GHR Loan Agreement” means that certain Loan Agreement dated as of June 20, 1997, by and between GHR and Parent, as amended from time to time, including, without limitation, by amendment dated as of July 15, 2004, by and between Seller and Parent.

“Governmental Authority” means any national, federal, regional, state, provincial, municipal, foreign or multinational court or other governmental or regulatory authority, administrative body or government, department, board, body, tribunal, instrumentality or commission of competent jurisdiction respecting the Acquired Assets.

“GTA” shall have the meaning set forth in the Preamble of this Agreement.

“GTA Mortgage” means that certain Mortgage, Security Agreement and Fixture Filing with Assignment of Rents dated as of June 20, 1997, by and between GHR and Parent, as extended, amended, restated, consolidated or modified from time to time and recorded in the land records of Pinellas County, in Volume 9748 at Page 2292, and the related agreements, as amended, contemplated thereby and/or entered in furtherance thereof, including, without limitation, all corresponding promissory notes, deeds of trust, and loan agreements and, more specifically: (i) the rights of both the lender and the borrower under the GHR Loan Agreement, (ii) that certain Security Agreement dated as of June 20, 1997, by and between GHR and Parent, as extended, amended, restated, consolidated or modified from time to time, and (iii) any other related documents recorded in the public records of Pinellas County or Hillsborough County, Florida.

“GTA/Seller/Parent Indemnified Claims” shall have the meaning set forth in Section 11.02(a) of this Agreement.

“Hazardous Substance” means any pollutant, contaminant or any toxic, radioactive or otherwise hazardous substance, as such terms are regulated by, defined in, or identified pursuant to, any Environmental Law, (i) excluding petroleum and any petroleum products, chlorine, Freon, and any product related to golf course agronomy and maintenance, landscaping care and customary food preparation and (ii) including, without limitation, asbestos and polychlorinated biphenyls.

“Historical Balance Sheet” shall have the meaning set forth in Section 4.06 of this Agreement.

“Historical Financials” shall have the meaning set forth in Section 4.06 of this Agreement.

“Holding Company” shall have the meaning set forth in the Preamble of this Agreement.

“Houlihan Lokey” means Houlihan Lokey Howard & Zukin Capital, Inc.

“Improvements” shall have the meaning set forth in Section 2.01(n) of this Agreement.

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“Indemnified Party” shall have the meaning set forth in Section 11.03(a) of this Agreement.

“Indemnifying Party” shall have the meaning set forth in Section 11.03(a) of this Agreement.

“Independent Accounting Firm” shall have the meaning set forth in Section 2.07(d)(iii) of this Agreement.

“Initial Board Approval” shall have the meaning set forth in Section 6.05 of this Agreement.

“Initial Closing Date” shall have the meaning set forth in Section 2.06 of this Agreement.

“Innisbrook Condominium” means those certain condominiums located at the Resort in Palm Harbor, Florida.

“Innisbrook Real Property” shall have the meaning set forth in Section 2.01(i) of this Agreement.

“Intangible Personal Property” shall have the meaning set forth in Section 2.01(p) of this Agreement.

“Intellectual Property” means any and all patents, copyrights, trademarks, service marks, trade names, Internet domain names, designs, logos, slogans, and general intangibles of like nature owned by Seller, if any, together with any goodwill, registrations and applications relating to the foregoing and owned by Seller, if any; computer programs owned by Seller, if any, including any and all software implementations of algorithms, models and methodologies whether in source code or object code form, databases and compilations, if any, including any and all data and collections of data, all documentation, including user manuals and training materials, related to any of the foregoing and the content and information contained on any Web site, if any (collectively, “Software”); and confidential information, technology, know how, inventions, processes, formulae, algorithms, models and methodologies (such confidential items, collectively “Trade Secrets”), in each case as owned by Seller and held for use by Seller with respect to the Business, or used solely in the Business as currently conducted and any licenses to use any of the foregoing, or any other similar type of intellectual property right owned by Seller, if any.

“Knowledge of Buyer” or words of similar import means the actual knowledge, without inquiry, of the individuals set forth in Schedule 1.01(a) attached hereto.

“Knowledge of Seller” or words of similar import means the actual knowledge, without inquiry, of the individuals set forth in Schedule 1.01(b) attached hereto.

“Knowledge of Parent” or words of similar import means actual knowledge, without inquiry, of the individuals set forth in Schedule 1.01(c) attached hereto.

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“Land Plans and Specifications” shall have the meaning set forth in Section 2.01(e) of this Agreement.

“Lease Assignments” shall have the meaning set forth in Section 10.02(f) of this Agreement.

“Leased Real Property” shall have the meaning set forth in Section 4.11(b) of this Agreement.

“Leases” shall have the meaning set forth in Section 4.11(b) of this Agreement.

“Liabilities” means all debts, liabilities, claims, demands, expenses, commitments and obligations (whether accrued or not, known or unknown, disclosed or undisclosed, fixed or contingent, asserted or unasserted, liquidated or unliquidated), whether arising prior to, at or after the Closing.

“License Agreements” shall have the meaning set forth in Section 4.12(c) of this Agreement.

“Lien” means, with respect to any of the Acquired Assets, any mortgage, lien, pledge, charge, security interest, encumbrance, hypothecation, claim, lease, sublease, license, occupancy agreement, adverse interest, easement, encroachment, title defect, title retention agreement, voting trust agreement, option, right of first refusal or other restriction or limitation of any nature whatsoever in respect of such Acquired Asset.

“Management Company” shall have the meaning set forth in the Preamble of this Agreement.

“Material Adverse Effect” means any change, effect, event, violation, inaccuracy, circumstance, occurrence, state of facts or development that in the aggregate, when taken together with all other charges, effects, events, inaccuracies, occurrences, state of facts or developments occurring or existing at or about the same time, is or is reasonably likely to be materially adverse to (i) the Business or the Acquired Assets, (ii) the ability of any of GTA, Seller, Parent, Holding Company, Condo Owner or Management Company to perform any of their respective obligations pursuant to this Agreement, or (iii) prevent or materially delay the ability of any of GTA, Seller, Parent, Holding Company, Condo Owner or Management Company to consummate the transactions contemplated by this Agreement; provided, however, that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect: (A) changes affecting the United States economy (which changes or developments, in each case, do not disproportionately affect the Business in any material respect), (B) changes or developments in the industries in which the Business participates, including without limitation, the resort or golf business (which changes or developments, in each case, do not disproportionately affect the Business in any material respect), (C) changes in any zoning laws or decisions of any zoning authority affecting the Business, excepting only as may actually result in a material adverse change in the number of residential units approved for development on the Innisbrook Real Property pursuant to that certain letter received on January 15, 1998, by King Engineering from the Pinellas County Board of County Commissioners, Development Review Services Department, Pinellas County, (D) 

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changes in the weather and adverse atmospheric conditions, (E) changes resulting from political instability, acts of terrorism or war, (F) changes resulting from or arising out of the announcement of this Agreement or actions pursuant to (and required by) this Agreement, (G) any failure, in and of itself, by the Business to meet any internal or published projections, forecasts or revenue or earnings or bookings predictions for any period ending on or after the Execution Date (it being understood that the facts or occurrences giving rise to or contributing to such failure may be taken into account in determining whether there has been or will be a Material Adverse Effect), or (H) any termination by Westin of the Westin Management Agreement or any termination by Troon of the Troon Management Agreement.

“Material Contracts” means those Contracts which involve payment or receipt by Seller or any of its Affiliates of amounts in excess of Five Hundred Thousand Dollars ($500,000) per annum or other Contracts that have a material impact on the Business.

“NASD” means the National Association of Securities Dealers, Inc.

“Net Working Capital” shall have the meaning set forth in Section 2.07(a) of this Agreement.

“Nominee” means a controlled Subsidiary of CMI, (i) created for the single purpose of consummating the purchase of the Acquired Assets and the assumption of the Assumed Liabilities pursuant to this Agreement, (ii) owned by CMI, certain controlled Affiliates of CMI and/or certain principals of CMI, and (iii) controlled by CMI, certain controlled Affiliates of CMI and/or certain principals of CMI.  For purposes of this Agreement, no Person shall become the Nominee unless and until such Person executes an assignment and assumption agreement by and among CMI, Nominee, GTA, Seller, Parent, Holding Company, Condo Owner and Management Company, and agreed as to Article 3 hereof by Escrow Agent, in a form approved by Seller whereby Nominee assumes all of the obligations of Buyer under this Agreement and Buyer and Nominee shall be jointly and severally liable to Seller and its Affiliates under this Agreement.

“Non-Material” shall have the meaning set forth in Section 13.01(c) of this Agreement.

“Objection Notice” shall have the meaning set forth in Section 2.07(d)(i) of this Agreement.

“Operational Benefits Agreement” means that certain Operational Benefits Agreement dated as of July 15, 2004, by and among GHR, Golf Hosts, Inc., a Florida corporation, Seller and Parent.

“Original Deposit Amount” shall have the meaning set forth in Recital B of this Agreement.

“Owned Real Property” shall have the meaning set forth in Section 4.11(a) of this Agreement.

“Parcel F” means the parcel of real property more particularly described in Schedule 1.01(d) attached hereto.

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“Parcel F Development Agreement” means that certain Parcel F Development Agreement dated as of March 29, 2004, by and among GHR, Parent and Innisbrook F, LLC (formerly known as Bayfair Innisbrook, L.L.C.), as amended from time to time, including, without limitation, by amendments dated as of March 11, 2005 and August 10, 2005.

“Parcel F Memorandum of Agreement” means that certain Parcel F Memorandum of Agreement dated as of July 15, 2004, by and between GHR, Parent, Seller and GTA.

“Parcel J-4” shall have the meaning set forth in Section 2.01(j) of this Agreement.

“Parcel J-4 Lease” shall have the meaning set forth in Section 2.01(j) of this Agreement.

“Parcels J-1 and J-2” shall have the meaning set forth in Section 2.01(k) of this Agreement.

“Parcel K” shall have the meaning set forth in Section 2.01(k) of this Agreement.

“Parcel Rights” shall have the meaning set forth in Section 2.01(k) of this Agreement.

“Parent” shall have the meaning set forth in the Preamble of this Agreement.

“PBGC” shall have the meaning set forth in Section 4.15(c) of this Agreement.

“Permits” means licenses, permits, approvals, registrations, waivers, exemptions, consents, authorizations, qualifications under or from any federal, state, local or foreign laws or Governmental Authorities pertaining to the Business or the Real Property.

“Permitted Liens” means (i) Liens set forth in Schedule 1.01(e) attached hereto, (ii) mechanic’s, laborer’s, materialmen’s, repairmen’s and other similar liens not yet due and payable or being contested in good faith, in each case, to the extent that adequate reserves have been made on the Unaudited Balance Sheet in accordance with GAAP, (iii) Liens relating to any financing or leasing arrangement relating to any Intangible Personal Property or Tangible Personal Property transferred to Buyer pursuant to Section 2.01 hereof, (iv) imperfections of title, easements and zoning restrictions, if any, which, individually or in the aggregate with other such matters, do not materially detract from the value or marketability of the property subject thereto or interfere with the uses and purposes to which such property is currently employed or materially impair the operations of Seller or Parent and which have arisen only in the ordinary course of business and are generally consistent with past practice, (v) Liens pursuant to the Assignment, Consent, Subordination and Nondisturbance Agreement, and (vi) all Permitted Title Exceptions.

“Permitted Title Exceptions” shall have the meaning set forth in Section 2.08(e)(i) of this Agreement.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

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“Phase I Environmental Site Assessments” means Phase I environmental reports of the Owned Real Property prepared by a certified environmental testing company.

“Phase II Environmental Site Assessments” means Phase II environmental reports of the Owned Real Property prepared by a certified environmental testing company.

“Pinellas County Land” shall have the meaning set forth in Section 2.01(l) of this Agreement.

“Pinellas County Rights” shall have the meaning set forth in Section 2.01(l) of this Agreement.

“Plan of Liquidation” means GTA’s liquidation plan, as described in the proxy statement on Schedule 14A filed on March 14, 2001, by GTA with the Securities and Exchange Commission, as amended.

“Plans” shall have the meaning set forth in Section 4.15(a) of this Agreement.

“Pre-Closing Environmental Liabilities” means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

“Property Information” shall have the meaning set forth in Section 2.08(c)(ii) of this Agreement.

“Proposed Allocation” shall have the meaning set forth in Section 2.05(c) of this Agreement.

“Proprietary Software” shall have the meaning set forth in Section 4.12(b) of this Agreement.

“Purchase Price” shall have the meaning set forth in Section 2.05(a) of this Agreement.

“Real Property” means the Owned Real Property and the Leased Real Property.

“Release” means the presence of or any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration of Hazardous Substances not permitted by prevailing and applicable Environmental Laws or Environmental Permits, in or into air, soil, water or groundwater at the Owned Real Property.

“Release Agreements” shall have the meaning set forth in Section 10.03(e) of this Agreement.

“Rental Pool Agreement” means that certain Amended and Restated Innisbrook Rental Pool Master Lease Agreement dated as of January 1, 2004, by and among certain lessors and GHR, as lessee (as assigned to Seller as of July 15, 2004), including, without limitation, that certain Amended and Restated First Addendum dated as of January 1, 2004, and as

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supplemented, without limitation, by the Innisbrook 2005 Rental Pool Annual Lease Agreement effective as of October 15, 2004, by and among Seller and certain lessors, and the Innisbrook 2006 Rental Pool Annual Lease Agreement effective as of October 1, 2005, by and among Seller and certain lessors.

“Required Consents” means consents related to Material Contracts, including, without limitation, those set forth in Schedule 1.01(f).

“Resort” means the Westin Innisbrook Golf Resort located at 36750 U.S. Highway 19N, Palm Harbor, Florida.

“Retained Assets” shall have the meaning set forth in Section 2.02 of this Agreement.

“Retained Liabilities” shall have the meaning set forth in Section 2.04 of this Agreement.

“Scope of Work” shall have the meaning set forth in Section 2.08(a) of this Agreement.

“Seller” shall have the meaning set forth in the Preamble of this Agreement.

“Seller Parties” shall have the meaning set forth in Section 2.08(b) of this Agreement.

“Seller Released Parties” shall have the meaning set forth in Section 5.11(b) of this Agreement.

“Seller’s Escrow Amount” shall have the meaning set forth in Section 2.05(a) of this Agreement.

“Separate Condo Closing” shall have the meaning set forth in Section 6.04 of this Agreement.

“Software” shall have the meaning set forth in the definition of “Intellectual Property” in this Section 1.01.

“Starwood” means Starwood Hotels & Resorts Worldwide, Inc.

“Statement of the Closing Date Working Capital” shall have the meaning set forth in Section 2.07(c) of this Agreement.

“Subsidiary,” or, in the plural, “Subsidiaries,” means, with respect to any Person, any corporation, limited liability company or other organization, whether incorporated or unincorporated, of which (a) fifty percent (50%) or more of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries, or (b) such Person or any other Subsidiary of such Person is a general partner, excluding any such partnership where such Person or any

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Subsidiary of such party does not have fifty percent (50%) or more of the voting interests in such partnership.

“Superior Proposal” shall have the meaning set forth in Section 6.07(c) of this Agreement.

“Survey” shall have the meaning set forth in Section 2.08(d) of this Agreement.

“Taking” shall have the meaning set forth in Section 13.01(b) of this Agreement.

“Tangible Personal Property” shall have the meaning set forth in Section 2.01(o) of this Agreement.

“Target Working Capital” shall have the meaning set forth in Section 2.07(b) of this Agreement.

“Tax” means any tax, duty, fee, assessment or similar charge of any nature whatsoever imposed by any government or taxing authority, domestic or foreign, including, without limitation, any gross or net income, gross or net receipts, minimum, sales, use, ad valorem, value added, stamp, transfer, franchise, withholding, payroll, employment, excise, occupation, premium or property tax, together with any interest, penalty, addition to tax or additional amount imposed with respect thereto.

“Tax Returns” means all United States federal, state, local and foreign returns, declarations, statements, reports, schedules, forms and information returns relating to Taxes, including any amendments thereof.

“Termination Date” shall have the meaning set forth in Section 2.06 of this Agreement.

“Termination Fee” shall have the meaning set forth in Section 12.02(b) of this Agreement.

“Third Party Action” shall have the meaning set forth in Section 11.03(b) of this Agreement.

“Title Commitment” means both (i) that certain Chicago Title Insurance Company ALTA Commitment (Number 300507607) dated as of June 1, 2005, and (ii) that certain Chicago Title Insurance Company ALTA Commitment (Number 300507605) dated as of June 1, 2005.

“Title Company” shall have the meaning set forth in Section 10.02(g) of this Agreement.

“Title Insurance Policies” shall have the meaning set forth in Section 10.02(g) of this Agreement.

“Title Objection Notice” shall have the meaning set forth in Section 2.08(e)(i) of this Agreement.

“Title Policy” shall have the meaning set forth in Section 10.02(g) of this Agreement.

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“Title Report” shall have the meaning set forth in Section 2.08(d) of this Agreement.

“Total Current Assets” shall have the meaning set forth in Schedule 1.01(g) attached hereto.

“Total Current Liabilities” shall have the meaning set forth in Schedule 1.01(h) attached hereto.

“Trade Secrets” shall have the meaning set forth in the definition of “Intellectual Property” in this Section 1.01.

“Transferred Employees” shall have the meaning set forth in Section 9.01(a) of this Agreement.

“Troon” means Troon Golf L.L.C., a Delaware limited liability company.

“Troon Estoppel Certificate” means that certain estoppel certificate contemplated to be executed and delivered by Troon pursuant to Section 14.02 of the Troon Management Agreement, in the form of Exhibit 1.01(a) attached hereto.

“Troon Institute Lease Agreement” means that certain Lease Agreement dated as of July 15, 2004, by and between Seller and GHR.

“Troon Management Agreement” means that certain Facility Management Agreement for the Resort dated as of July 15, 2004, by and among Troon, Westin and Seller.

“Unaudited Balance Sheet” shall have the meaning set forth in Section 4.06 of this Agreement.

“Unaudited Income Statement” shall have the meaning set forth in Section 4.06 of this Agreement.

“Unrestricted Cash” means all cash and cash equivalents of Seller, any of its Affiliates or the Business with the exception of the house bank cash and the cash held in escrow for the Condo Property.

“Wall Springs Land” shall have the meaning set forth in Section 2.01(m) of this Agreement.

“Wall Springs Rights” shall have the meaning set forth in Section 2.01(m) of this Agreement.

“WARN” shall have the meaning set forth in Section 4.17(b) of this Agreement.

“Warranties and Guarantees” shall have the meaning set forth in Section 2.01(f) of this Agreement.

“Westin” means Westin Management Company South, a Delaware corporation.

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“Westin Estoppel Certificate” means that certain estoppel certificate contemplated to be executed and delivered by Westin pursuant to Section 6.3 of the Westin Management Agreement, in the form of Exhibit 1.01(b) attached hereto.

“Westin Management Agreement” means that certain Management Agreement dated as of July 15, 2004, by and between Westin and Seller.

ARTICLE 2

PURCHASE AND SALE

Section 2.01Sale and Transfer of Assets.

Upon the terms and subject to the conditions of this Agreement, Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company) agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller (or, in the case of the Condo Property, Condo Owner, in the case of the GH Securities Stock Interests, Holding Company, and in the case of the Employees, Management Company), all of Seller’s (or, in the case of the Condo Property, Condo Owner’s, in the case of the GH Securities Stock Interests, Holding Company’s, and in the case of the Employees, Management Company’s) right, title and interest in and to the following property, excluding the Retained Assets (collectively, the “Acquired Assets”), together with the related Liabilities:

(a)all transferable and assignable rights and benefits of Seller under contracts, purchase orders, proposals or bids relating to the Business, including, without limitation, the rights and benefits of Seller under and pursuant to the Parcel F Development Agreement;

(b)all transferable and assignable rights of Seller under all contracts and agreements written or oral pertaining to the operation of the Business in the ordinary course or related to the Acquired Assets, including, without limitation, (i) the Westin Management Agreement, (ii) the Troon Management Agreement, (iii) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (iv) the Defense and Escrow Agreement, (v) the Operational Benefits Agreement, (vi) the Troon Institute Lease Agreement, (vii) the Assignment, Consent, Subordination and Nondisturbance Agreement, (viii) the Parcel F Memorandum of Agreement, (ix) the Parcel F Development Agreement, (x) the Parcel J-4 Lease, (xi) any rental pool agreements, including, without limitation, the Rental Pool Agreement, (xii) any agreements relating to the advertising of the Business, and (xiii) any and all employment contracts of Employees, membership agreements, equipment leases, guaranties, pledge agreements, contribution agreements, service contracts and any and all other such agreements, as described in Schedule 2.01(b) attached hereto (all contracts and agreements described in this Section 2.01(b) are collectively referred to as the “Contracts”);

(c)all transferable and assignable licenses (including, without limitation, liquor licenses), Permits, certificates of occupancy and rights under Permits, approvals, and

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allocations issued or approved by a Governmental Authority relating to the Real Property or the Business and the operation thereof and other similar documents described in Schedule 2.01(c) attached hereto, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto;

(d)all transferable and assignable agreements, Permits, variances and approvals relating to the development of any of the Real Property, in each case to the extent transferable pursuant to applicable law and subject to all regulatory or other approvals required by any Governmental Authority in respect thereto;

(e)all transferable surveys, plans, maps, specifications, drawings and other similar documents relating to the Owned Real Property and owned by Seller (the “Land Plans and Specifications”);

(f)all transferable and assignable guarantees, Permits and warranties issued in connection with (i) the construction, operation, use, improvement, alteration or repair of the Tangible Personal Property and the Improvements, and (ii) the purchase or repair of any Tangible Personal Property or Improvements (the “Warranties and Guaranties”);

(g)all books, files and records of Seller relating to the Business, the Acquired Assets or Assumed Liabilities, including, without limitation, the following to the extent owned or licensed by Seller, transferable and assignable: management information systems or software owned by Seller, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists, vendor lists, catalogs, research material, URLs, source codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes, and quality control data, if any, and any other intangible property and applications for the same;

(h)all Leased Real Property;

(i)all Owned Real Property (including, without limitation, (i) the real property on which the Resort and three and one-half (3½) eighteen (18) hole golf courses are located, but not that certain one half (½) (or nine (9) holes) of one such eighteen (18) hole golf course located at the Resort that is the subject of the Pinellas County Rights (as defined herein) (the “Innisbrook Real Property”), (ii) those certain three (3) condominium properties located at the Resort and commonly known as Unit 301 in Building 15, Unit 104 in Building 20 and Unit 103 in Building 28 of the Innisbrook Condominiums (the “Condo Property”) (each of (i) and (ii) as more particularly described in Schedule 2.01(i)(1) attached hereto), and (iii) that certain linen closet commonly described as Unit 115 in Building 28 of the Innisbrook Condominiums as more particularly described in Schedule 2.01(i)(2) attached hereto) and Condo Owner’s right to all accrued but unpaid rental pool or other distributions, if any, relating to the Condo Property;

(j)all transferable and assignable right, title and interest in and to that certain 0.6 acre tract, more particularly depicted in Schedule 2.01(j) attached hereto (“Parcel J-4”), within the property commonly referred to as Parcel J and contiguous to the eastern gatehouse of the Resort, to be leased (the “Parcel J-4 Lease”) to Parcel F, L.L.C., a Florida limited liability company, upon sale of Parcel F as contemplated by the Amended and Restated Agreement for

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Sale and Purchase of Real Property – Parcel F dated as of June 29, 2004, by and between GHR and Parcel F, L.L.C. and the Parcel F Development Agreement;

(k)all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, relating to: (i) the property commonly referred to as Parcels J-1 and J-2, as such properties are further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites last dated November 6, 2000, by and between GHR and CKT Development Co., a Florida corporation (“CKT”) (“Parcels J-1 and J-2”), and (ii) the property commonly referred to as Parcel K, as such property is further described in that certain Agreement for Sale and Purchase of Real Property – Multi-Family Sites dated as of June 19, 1998, by and between GHR and CKT (“Parcel K”), which contractual, real property or other rights or benefits are listed in Schedule 2.01(k) attached hereto (collectively, the “Parcel Rights”);

(l)all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property owned by Pinellas County, Florida in Schedule 2.01(l) attached hereto (the “Pinellas County Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(l) attached hereto, including, without limitation, those certain easements (including, without limitation, the exclusive easement to and for the benefit of Seller for the purposes of enabling Seller to construct, operate, maintain, repair and replace nine (9) holes of a golf course) and other rights set forth in that certain Agreement for Effluent Disposal dated as of April 30, 1973, by and between Golf Host South, Inc., a Florida corporation (succeeded by GHR by merger), and Pinellas County, as amended from time to time, including, without limitation, by the amendments thereto dated as of January 28, 1997 and March 29, 2001, by and between GHR and Pinellas County (all such right, title and interest collectively, the “Pinellas County Rights”);

(m)all transferable and assignable right, title and interest in and to any and all contractual, real property or other rights or benefits of Seller and its Affiliates, including Condo Owner, solely relating to any portion of that certain real property which is owned (or previously owned) by Wall Springs Conservatory, Inc. and located adjacent to part of the Real Property, as such real property is described more particularly in Schedule 2.01(m) attached hereto (the “Wall Springs Land”), which contractual, real property or other rights or benefits are set forth in Schedule 2.01(m), including, without limitation, those certain easements (including, without limitation, the easements over and across the Wall Springs Land relating to, among other matters, drainage matters, cart paths and utility installations) and other rights set forth in that certain Easements and Development Agreement dated as of February 11, 1997, by and between GHR and Wall Springs Conservatory, Inc., as amended and/or restated (all such right, title and interest collectively, the “Wall Springs Rights”);

(n)all improvements located on the Owned Real Property, including, without limitation, the driving ranges, putting greens, tees, fairways, cart paths, clubhouse facilities, snack bars, restaurants, pro shops, buildings, structures, parking lots, roadways, landscaping, fixtures and other improvements located on the Owned Real Property (collectively, the “Improvements”);

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(o)all transferable and assignable items of tangible personal property and fixtures owned, leased or used by Seller and located on or used in connection with the maintenance, operation and/or management of the Business and the Owned Real Property and the golf courses located thereon commonly known as Copperhead, Island, and Highlands North and South Golf Courses, including, without limitation, inventory, machinery, equipment, furniture, furnishings, movable walls or partitions, phone, utility, electrical, mechanical, HVAC, plumbing, refrigeration, security and other control systems, restaurant equipment, computers, trade fixtures, golf carts, golf course operation and maintenance equipment (including pump stations, generators and irrigation transfer lines), valves or rotors, driving range equipment, athletic training equipment, office equipment or machines, antiques, other decorations, and equipment or machinery of every kind or nature located on or used in connection with the operation of the Real Property, whether on or off-site, including all warranties and guaranties associated therewith (collectively, the “Tangible Personal Property”) (A non-exclusive schedule of the Tangible Personal Property as of September 30, 2005 is attached hereto as Schedule 2.01(o).);

(p)all transferable and assignable items of intangible personal property owned by Seller and used in connection with the construction, ownership, operation, leasing or maintenance of the Real Property and the golf courses located thereon and commonly known as Copperhead, Island, and Highlands North and South Golf Courses or the Tangible Personal Property related thereto, including, without limitation, all goodwill attributed to the Owned Real Property, and any and all exclusive rights to trademarks, copyrights, tradenames, guarantees, authorizations, general intangibles, business records, plans and specifications, surveys, licenses, Permits and approvals with respect to the construction, ownership, operation, leasing or maintenance of the Real Property, any unpaid award for taking by condemnation or any damage to the Owned Real Property or Tangible Personal Property, excluding any of the aforesaid rights that Buyer elects not to acquire by written notice to Seller delivered prior to the expiration of the Due Diligence Period (collectively, the “Intangible Personal Property”) (A non-exclusive schedule of the Intangible Personal Property as of June 30, 2005 is attached hereto as Schedule 2.01(p).);

(q)all keys, security codes, passwords and combinations to the Real Property, the Tangible Personal Property and the Improvements;

(r)all of Holding Company’s direct or indirect ownership interest in GH Securities (the “GH Securities Stock Interests”);

(s)all transferable and assignable Intellectual Property relating to the operation of the Business or the Acquired Assets, excluding any and all rights to any name representing the legal entity (i) GTA or any of its Subsidiaries or Affiliates, other than GH Securities, (ii) Westin, except to the extent expressly permitted by the Westin Management Agreement, or (iii) Troon, except to the extent expressly permitted by the Troon Management Agreement;

(t)all transferable and assignable advertising or promotional materials related to or used in connection with the Acquired Assets or the Business;

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(u)all transferable rights to the telephone numbers (and related directory listings) used in connection with the Business or the Acquired Assets;

(v)subject to Sections 2.05(f) and 2.07 hereof, all transferable security deposits, earnest deposits, and all other forms of security placed with Seller or any of its Affiliates related to the Business for the performance of a contract or agreement which otherwise constitutes a portion of the Acquired Assets which Seller has not drawn upon prior to the Closing Date;

(w)any transferable goodwill in or arising from the Acquired Assets and the Business;

(x)all of Seller’s, Condo Owner’s or any of their Affiliates’ transferable and assignable right, title and interest with respect to any and all insurance policies related to the Acquired Assets and the Business set forth in Schedule 4.20 attached hereto under the heading “The following insurance policies shall be transferred to Buyer to the extent transferable and/or assignable”, including any net proceeds or net premium refunds accrued and payable thereunder after the Closing Date; provided, however, that neither Seller, Condo Owner nor any of their Affiliates shall have any obligation to maintain any insurance with respect to the Acquired Assets or the Business after the Closing Date nor any obligation to transfer any insurance related to (i) Parent, Seller or Condo Owner in general, (ii) any Retained Assets, or (iii) any Retained Liabilities; provided, further, that (w) after the Closing Seller and any of its Affiliates, as applicable, shall retain the right, and Buyer shall agree to Seller and any of its Affiliates, as applicable, retaining the right, to make any claims under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x), (x) Buyer shall add Seller and any of its Affiliates, as applicable, as an additional insured to each insurance policy transferred to Buyer pursuant to this Section 2.01(x), (y) Buyer shall neither terminate nor agree to terms less favorable under, and shall act in conformance with the terms of, any insurance policy transferred to Buyer pursuant to this Section 2.01(x) prior to the expiration of each such insurance policy’s current term as of the Closing Date, and (z) Buyer shall use commercially reasonable efforts to cooperate with Seller or any of its Affiliates, as applicable, to file, defend and/or obtain any claims to the benefit of Seller or any of its Affiliates, as applicable, under any of the insurance policies transferred to Buyer pursuant to this Section 2.01(x);

(y)subject to Sections 2.05(f) and 2.07 hereof, all accounts receivable, notes receivable, loans receivable, advances, letters of credit and other rights to receive payments of the Business arising after the Closing Date (collectively, “Accounts Receivable”);

(z)subject to Sections 2.05(f) and 2.07 hereof, all prepaid expenses or deposits of the Business; and

(aa)all other transferable assets and properties owned by Seller or any of its Affiliates used primarily in connection with the Business.

Section 2.02Retained Assets.

Notwithstanding Section 2.01 hereof or anything else in this Agreement to the contrary, all of Seller’s and its Affiliates’ right, title and interest in and to the following properties, assets

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and rights shall be excluded from the Acquired Assets and not sold or assigned to Buyer and shall be retained by Seller or any of its Affiliates for the period accruing prior to and after the Closing Date (collectively, the “Retained Assets”):

(a)Unrestricted Cash;

(b)all non-assignable or non-transferable Permits of the Business (to the extent the parties are unable to obtain the required consent to the assignment of any such Permit);

(c)any claims arising out of any Retained Assets or Retained Liabilities, including, without limitation, that certain action filed by Seller to contest the property tax assessment for 2004 issued by Pinellas County in connection with the Resort as described in Schedule 2.02(g) attached hereto and any future actions filed by Seller, if any, relating to the property tax assessment for 2005 by Pinellas County in connection with the Resort;

(d)Seller’s right to payments from Aon Corporation in the total amount of Four Thousand Six Hundred Forty Dollars and Sixty-Two Cents ($4,640.62) pursuant to that certain General Release dated as of July 12, 2005, by and between Seller and Aon Corporation;

(e)any asset of Seller or any of its Affiliates not used in connection with the Business, including, without limitation, all books, files, records and related documents and materials of Seller and any of its Affiliates not related to the Business;

(f)all personal property owned by any Employee or any employee of Westin or Troon, including certain printers, docking stations and fitness equipment, and the furniture and computer equipment in the owner’s office at the Resort set forth in Schedule 2.02(f), including, without limitation, the laptop and Blackberry used by Keith Wilt; and

(g)the assets set forth in Schedule 2.02(g) attached hereto.

In the event of a conflict between the definition of “Acquired Assets” and the definition of “Retained Assets”, the definition of “Retained Assets” shall control.

Section 2.03Assumed Liabilities.

Subject to the terms and conditions set forth in this Agreement and excluding the Retained Liabilities (as defined herein), on the Closing Date, Buyer shall assume all the Liabilities of the Business and the Liabilities of the Acquired Assets that have not been paid, performed or discharged in full as of the Closing (as defined herein) and shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Seller, Parent and their Affiliates, including Condo Owner, against any loss, liability, damage or expense arising from all Liabilities of the Business and Liabilities of the Acquired Assets (collectively, the “Assumed Liabilities”), including, without limitation, those Liabilities set forth below:

(a)all Liabilities arising from or relating to the Acquired Assets;

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(b)all Liabilities that Buyer and its Affiliates have expressly agreed to retain, pay for or be responsible for pursuant to this Agreement;

(c)all Liabilities of the Business arising out of the conduct of the Business at any time on, prior to or after the Closing, except to the extent expressly retained by Seller as Retained Liabilities pursuant to this Agreement;

(d)all Liabilities relating to any fees and expenses of Buyer or any of its Affiliates incurred in connection with this Agreement, including, without limitation, any fees or expenses of counsel to Buyer and its Affiliates;

(e)subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 8.03 hereof, all Liabilities for Taxes arising out of the Business or any of the Acquired Assets attributable to any period (or portion thereof) ending after or on the Closing;

(f)all Liabilities to any Employee arising on or after the Closing, including, without limitation, all Liabilities under the Plans and all other employee benefit plans maintained applicable to any of the Employees under WARN or COBRA (or similar state or local laws) and all Liabilities to any Westin or Troon employee resulting from the sale of the Resort pursuant to this Agreement or arising on or after the Closing;

(g)all Liabilities arising from the Contracts, including, without limitation, (i) the Westin Management Agreement, including, without limitation, Sections 4.4 and 4.7.2 therein, (ii) the Troon Management Agreement, including, without limitation, Section 7.03 therein, (iii) the Rental Pool Agreement, including, without limitation, liability for any payments to be made after the Closing Date to any lessor thereunder regarding certain completed refurbishments, (iv) the letter agreement dated as of August 9, 2005, by and between Starwood and GTA, regarding GTA’s and its Affiliates’ participation in the Automatic Hotel Charges Settlement, (v) any Contracts relating to the advertising of the Business, and (vi) all Liabilities arising upon or in connection with (A) the transfer, assumption and/or assignment of any or all of the Contracts, (B) the sale of the Business, the Real Property and/or the Acquired Assets or any portion thereof, or (C) the termination of any or all of the Contracts;

(h)all Liabilities arising from the Parcel F litigation set forth in Schedule 4.09 attached hereto, all Liabilities of GTA or any of its Affiliates arising from the Automatic Hotel Charges Settlement, and all litigation, arbitration proceedings or claims arising from the conduct of the Business, the Acquired Assets or the Assumed Liabilities at or after the Closing;

(i)all Liabilities relating to the Business or any of the Acquired Assets and/or any services which are performed by the Business which are Pre-Closing Environmental Liabilities or which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with, any applicable law, including, without limitation, any law relating to employment, workers’ compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law, in each case arising from or based on conduct, or a failure to act, occurring at any time other than during the period of Seller’s title to the related Acquired Assets;

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(j)all Liabilities for death, personal injury, other injury to persons or property damage relating to, resulting from, caused by or arising out of, directly or indirectly, use of or exposure to any of the Acquired Assets or products, or any part or component serviced, distributed, leased or sold by or on behalf of the Business, or services performed by the Business, at or after the Closing, including, without limitation, any such Liabilities based on negligence, strict liability, product liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use, or any allegations concerning any of the foregoing;

(k)all Liabilities relating to any agreement or arrangement transferred to or acquired by Buyer pursuant to this Agreement which requires payments to be made or benefits to be given upon or after the Closing, including, without limitation, any Liability accruing with respect to any time period on or prior to the Closing Date;

(l)any premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of the Business;

(m)subject to Sections 2.05(f) and 2.07 hereof, any premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of the Business accruing with respect to any time period ending after, on or prior to the Closing Date and/or due on or after the Closing Date;

(n)any and all Liabilities arising out of the Contracts, including any Liability accruing with respect to any time period on or prior to the Closing Date;

(o)all Liabilities arising out of or related to any Liens not expressly retained by Seller pursuant to Section 2.04 hereof, including, without limitation, the Loan Agreement, dated as of July 15, 2004, by and between Elk Funding, L.L.C. and Parent, regarding a promissory note in the amount of Seven Hundred Thousand Dollars ($700,000) in the name of Parent secured by the lien of that certain Assignment of Defense and Escrow Agreement dated as of July 15, 2004, by and between Parent and Elk Funding, L.L.C. assigning all of the right, title, interest and estate of Parent in the Defense and Escrow Agreement to Elk Funding, L.L.C.;

(p)notwithstanding anything to the contrary in this Agreement, all current Liabilities on the Statement of the Closing Date Working Capital, subject to the adjustment thereof pursuant to Section 2.07 hereof, whether or not such Liabilities are similar in nature, type or magnitude to the Liabilities reflected on the Unaudited Balance Sheet; and

(q)all Liabilities set forth in Schedule 2.03(q) attached hereto.

Section 2.04Retained Liabilities.

Notwithstanding anything in this Agreement to the contrary and excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall not assume, and shall not be deemed to have assumed, and Seller and its Affiliates shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its

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Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, the “Retained Liabilities”):

(a)all Liabilities solely relating to the Retained Assets;

(b)all Liabilities that Seller and its Affiliates have expressly agreed to retain, pay for or be responsible for, as particularly set forth in this Agreement;

(c)all Liabilities relating to any professional fees and expenses of Seller or any of its Affiliates incurred in connection with this Agreement, including any fees or expenses of legal counsel to Seller and fees and expenses of Houlihan Lokey or any of its Affiliates;

(d)any Liabilities arising from the pending litigation set forth in Schedule 4.09, excluding the Liabilities assumed by Buyer pursuant to Section 2.03(h) hereof;

(e)subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 8.03 hereof, all Liabilities for Taxes arising out of the Business or any of the Acquired Assets attributable to any period (or portion thereof) ending on or prior to the Closing;

(f)any retrospective premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy covering any Retained Liability;

(g)all Liabilities relating to any agreement or arrangement not transferred to or acquired by Buyer pursuant to this Agreement which requires payments to be made or benefits to be given upon or after the Closing;

(h)subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all Liabilities to Employees or former employees of the Business, including, without limitation, all Liabilities under the Plans and all other employee benefit plans maintained by Seller or any of its Affiliates;

(i)subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all Liabilities of GH Securities attributable to any period (or portion thereof) ending on or prior to the Closing; and

(j)all Liabilities relating to the Business or any of the Acquired Assets and/or any services which are performed by the Business which are Pre-Closing Environmental Liabilities or which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with, any applicable law, including, without limitation, any law relating to employment, workers’ compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law, in each case arising from or based on Seller’s or any of its Affiliates’ conduct, or failure to act, occurring during the period of Seller’s title to the related Acquired Assets.

In the event of a conflict between the definition of “Assumed Liabilities” and the definition of “Retained Liabilities”, the definition of “Assumed Liabilities” shall control.

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Section 2.05Purchase Price.

(a)Subject to the terms and conditions of this Agreement and the adjustment provided for in Section 6.04, if any, and Section 2.07 hereof, in consideration of the aforesaid assumption of the Assumed Liabilities and the sale, conveyance, assignment, transfer and delivery to Buyer of the Acquired Assets, at the Closing Buyer shall pay to Seller cash in the amount of Forty-Five Million Dollars ($45,000,000) (the “Purchase Price”), (i) less the Deposit Amount, upon Seller’s full receipt thereof at the Closing, (ii) less Seller’s Escrow Amount (as defined herein), provided that Buyer delivers to Escrow Agent cash in the amount of Five Hundred Thousand Dollars ($500,000) (the “Seller’s Escrow Amount”) to secure Seller’s obligations pursuant to Section 2.07 and Article 11 hereof, and (iii) plus the amount, if any, by which Estimated Closing Date Working Capital (as defined herein) is more than Target Working Capital (as defined herein) or minus the amount, if any, by which Estimated Closing Date Working Capital is less than Target Working Capital (the amount paid to Seller at the Closing, the “Closing Transfer Amount”).

(b)At least two (2) Business Days prior to the Closing, Seller shall furnish to Buyer a certificate (the “Estimated Closing Date Working Capital Certificate”) setting forth an estimate of the Closing Date Working Capital (the “Estimated Closing Date Working Capital”).  Seller shall also provide Buyer with any available supporting documentation used in the preparation of the Estimated Closing Date Working Capital Certificate as is reasonably requested by Buyer.

(c)Seller and Buyer shall use commercially reasonable efforts to reasonably allocate the Purchase Price (as it may be adjusted pursuant to Section 2.07 hereof) plus the Assumed Liabilities (the “Allocation”).  Schedule 2.05(c) attached hereto shall constitute the proposed Allocation by Seller (the “Proposed Allocation”).  Within ten (10) Business Days after the Execution Date, Buyer shall consent to the Proposed Allocation by written notice to Seller.  If Buyer does not furnish Seller with the written notice contemplated by the immediately preceding sentence within ten (10) Business Days after the Execution Date, Buyer shall be deemed to have consented to the Proposed Allocation.  In the event Buyer consents to the Proposed Allocation pursuant to this Section 2.05(c), the Proposed Allocation shall constitute the Allocation.  In the event Buyer objects in writing to the Proposed Allocation within ten (10) Business Days after the Execution Date and Seller and Buyer are unable in good faith to reach an agreement on the Proposed Allocation, the matter shall be promptly referred to BDO Seidman, LLP, Seller’s independent auditors, for resolution of the disagreement within ten (10) days.  The resolution of the dispute by BDO Seidman, LLP shall be final and binding on the parties and there shall be no right of appeal therefrom.  Seller and Buyer shall evenly split the fees and expenses of BDO Seidman, LLP related to this Section 2.05(c).  GTA, Seller, Parent and Buyer shall (i) be bound, and cause their Affiliates to be bound, by the Allocation, and (ii) act, and cause their Affiliates to act, in accordance with, and to take no position inconsistent with, the Allocation in the preparation, filing and audit of any Tax Return (including, without limitation, the filing of any forms, information returns, reports or statements with any Tax Return for the taxable year that includes the Closing Date) and for all tax and accounting purposes.

(d)In the event Buyer elects the Extension (as defined herein) pursuant to Section 2.06 hereof, the Purchase Price shall be increased by an amount equal to: (i) verifiable,

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reasonable and actual out-of-pocket capital expenditure costs incurred in the ordinary course of business consistent with past practice to maintain the Acquired Assets in their condition as of the Execution Date paid by Seller or any of its Affiliates, plus (ii) any payments made by Seller pursuant to the Rental Pool Agreement for certain completed refurbishments; provided that the costs and expenses under clauses (i) and (ii) above relate to the period commencing on November 30, 2005 and ending on the Closing Date.

(e)In the event Buyer elects the Extension (as defined herein) pursuant to Section 2.06 hereof and the transactions contemplated by this Agreement are consummated, the Purchase Price shall be increased by an amount equal to (i) the amount for which GTA purchases from AEW all of the GTA Series A Cumulative Convertible Redeemable Preferred Stock held by AEW, including, without limitation, all of AEW’s rights to any liquidation preferences, minus (ii) Twenty-Four Million Nine Hundred Fourteen Thousand Dollars ($24,914,000).

(f)Notwithstanding anything in this Agreement to the contrary, as of the Closing Date, the assets and liabilities included in the Total Current Assets and Total Current Liabilities shall constitute Acquired Assets and Assumed Liabilities, as applicable.  On and after the Closing Date, any change in any of the assets or liabilities included in the Total Current Assets and Total Current Liabilities shall constitute an Acquired Asset or an Assumed Liability, as applicable.  Nothing in this Section 2.05(f) shall release Seller or Buyer from their respective obligations pursuant to Section 2.07 hereof.

Section 2.06Closing.

The closing of the purchase and sale of the Acquired Assets hereunder (the “Closing”) shall take place at 9:00 a.m. (Eastern time) at the offices of O’Melveny & Myers LLP, Times Square Tower, 7 Times Square, New York, New York, upon five (5) Business Days written notice from Buyer to Seller after the expiration of the Due Diligence Period (the “Initial Closing Date”), subject to the satisfaction or waiver of the conditions set forth in Article 10 hereof, which Closing shall occur in no event later than November 30, 2005 (the “Termination Date”), unless another date or place is agreed to in writing upon the mutual agreement of the parties hereto; provided, however, that the parties hereto understand and agree that no such agreement to modify the date or place shall be contemplated or obligatory.  At the Closing, the parties shall deliver all funds, documents and instruments required to be delivered pursuant to Article 10 hereof.  Notwithstanding the foregoing, the Buyer may elect, in its sole discretion, to extend the Termination Date to December 30, 2005 by notifying Seller in writing of such extension on or before November 25, 2005 (such extension, if any, the “Extension”); provided, however, in the event that Buyer elects the Extension, (i) Buyer shall deposit the Additional Deposit Amount with Escrow Agent and, if prior to the expiration of the Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent on the date of the Extension (the “Extension Date”) as a deposit against the Purchase Price, (ii) the Additional Deposit Amount shall be included in the Deposit Amount and the Deposit Amount shall total Six Million Dollars ($6,000,000) from, and including, the Extension Date, and (iii) the Deposit Amount shall become non-refundable to Buyer as of the Extension Date and delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event that this Agreement is terminated for any reason other than as otherwise expressly provided in this Agreement.

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Section 2.07Post-Closing Purchase Price Adjustment.

The Purchase Price is subject to adjustment (such adjustment not to result in a duplicate accounting or calculation of any Acquired Asset, Retained Asset, Assumed Liability or Retained Liability, respectively, in whole or in part) to be determined as follows:

(a)For purposes of this Agreement, the term “Net Working Capital” shall mean (i) Total Current Assets, minus (ii) Total Current Liabilities (excluding for this purpose all liabilities paid by or on behalf of Seller or any of its Affiliates pursuant to this Agreement at the Closing), all as finally determined by this Section 2.07.

(b)The parties have heretofore mutually agreed that the target Net Working Capital of the Business (the “Target Working Capital”) is Zero Dollars ($0).

(c)Within forty-five (45) days after the Closing Date, Buyer shall deliver to Seller (the date of such delivery being the “Adjustment Date”) a statement of the Net Working Capital as of the Closing Date (the “Statement of the Closing Date Working Capital”), which (a) shall have been prepared following a special purpose audit of the Net Working Capital by the Auditor in accordance with GAAP applied on a basis consistent with that used to prepare the Unaudited Balance Sheet and (b) shall set forth the Net Working Capital on the Closing Date (the “Closing Date Working Capital”).  Buyer and Seller shall each pay one half (½) of the expenses related to the special purpose audit of the Net Working Capital.

(d)Any dispute which may arise between Buyer and Seller as to the Closing Date Working Capital shall be resolved in the following manner:

(i)If Seller disputes the calculation of the Closing Date Working Capital or any portion thereof, Seller shall deliver a notice (the “Objection Notice”) to Buyer within ten (10) days after the Adjustment Date.  The Objection Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees and Seller shall be deemed to have agreed with all other items and amounts in the Statement of the Closing Date Working Capital delivered pursuant to this Section 2.07.

(ii)During the ten (10) day period following the delivery of the Objection Notice, Buyer and Seller shall attempt to resolve such dispute.  In attempting to resolve such dispute, Buyer and the Auditor shall permit Seller and its auditors, at the earliest practicable date, access to and copies of the work papers and calculations related thereto of Buyer which Buyer and the Auditor used to determine the Closing Date Working Capital.

(iii)If at the end of the ten (10) day period specified in clause (ii) above, the parties shall have failed to reach agreement with respect to such dispute, the matter shall be referred to an internationally recognized accounting firm of independent certified public accountants, which will be different from the Auditor and the firms currently used by each of Seller or Buyer as the parties mutually agree (the “Independent Accounting Firm”) for resolution.  The Independent Accounting Firm shall be instructed to use every reasonable effort to perform such services within thirty (30) days of the submission to it of the Statement of the Closing Date Working Capital

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and related dispute and, in any case, as soon as practicable after such submission.  Each of Seller and Buyer shall submit evidence in support of its position on each item in dispute as well as the procedures to be followed by the Independent Accounting Firm, and the Independent Accounting Firm shall decide the dispute in accordance therewith.  The Independent Accounting Firm shall establish such procedures giving due regard to the intention of Seller and Buyer to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may be, but need not be, those proposed by either Seller or Buyer.  In reaching a decision on each item in dispute, the Independent Accounting Firm’s decision is expressly limited to the selection of either Seller’s or Buyer’s position on each such disputed item.  Upon final resolution of all disputed issues, the Independent Accounting Firm shall issue a report showing the calculation of the Net Working Capital based on its determinations pursuant to this Section 2.07(d).  The resolution of the dispute by the Independent Accounting Firm shall be final and binding on the parties and there shall be no right of appeal therefrom.

(iv)Seller shall bear the percentage of the fees and expenses of the Independent Accounting Firm that equals the difference between Seller’s calculation of the Closing Date Working Capital and the Final Working Capital (as defined herein) divided by the difference between Seller’s calculation and Buyer’s calculation of the Closing Date Working Capital.  Buyer shall bear the percentage of the expenses of the Independent Accounting Firm that equals the difference between the Final Working Capital and Buyer’s calculation of the Closing Date Working Capital divided by the difference between Seller’s calculation and Buyer’s calculation of the Closing Date Working Capital.

(v)The final working capital shall be, (i) in the event of a dispute, the final amount determined pursuant to either Section 2.07(d)(ii) or 2.07(d)(iii) hereof or, (ii) in the event there is no dispute, the Closing Date Working Capital (the “Final Working Capital”).

(vi)Within five (5) Business Days after the later of (i) thirty (30) days following the Adjustment Date if there is no Objection Notice, (ii) the date of the settlement of any dispute made in accordance with the provisions of Section 2.07(d)(ii) hereof, or (iii) the date of the decision of the Independent Accounting Firm in connection with any dispute made in accordance with the provisions of Section 2.07(d)(iii) hereof: (x) Seller shall reimburse Buyer, by wire transfer of immediately available funds, to such bank as indicated by Buyer in an amount by which the Final Working Capital is less than the Estimated Closing Date Working Capital or (y) Buyer shall reimburse Seller, by wire transfer of immediately available funds, to such bank as indicated by Seller in an amount by which the Final Working Capital is greater than the Estimated Closing Date Working Capital.  The amount of any payment to be made pursuant to this Section 2.07 shall bear interest from, and including, the Closing Date until, but excluding, the date of payment at a rate per annum equal to the rate of interest publicly announced by Bank of America, N.A. from time to time as its “reference rate” during the period from the Closing Date to the date of payment.  Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of three hundred sixty-five (365) days and the actual number of days elapsed.

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(e)Buyer and Seller agree that they will, and agree to cause their respective auditors and Affiliates to, cooperate and assist in the preparation of the calculation of the Final Working Capital and the Closing Date Working Capital and in the conduct of the audits and reviews referred to in this Section 2.07, including, without limitation, making available to the extent necessary all books, records, work papers and personnel, including, without limitation, the execution of customary release or indemnification letters required by the auditors in connection with the foregoing.

(f)If an adjustment is made with respect to the Purchase Price pursuant to this Section 2.07, the allocations in Schedule 2.05(c) attached hereto shall be adjusted in accordance with the Code and any other applicable state or local Tax law and as mutually agreed by Buyer and Seller.  In the event that an agreement is not reached within twenty (20) days after the later of (i) the Adjustment Date, (ii) the date of the settlement of any dispute made in accordance with the provisions of Section 2.07(d)(ii) hereof, or (iii) the date of the decision of the Independent Accounting Firm in connection with any dispute made pursuant to Section 2.07(d)(iii) hereof, any disputed items shall be referred to the Independent Accounting Firm to resolve.  Upon resolution of the disputed items, the allocation reflected in Schedule 2.05(c) attached hereto shall be adjusted to reflect such resolution.  The costs, fees and expenses of resolving the allocation disputes described in this Section 2.07(f) by the Independent Accounting Firm shall be borne equally by Buyer and Seller.  Buyer and Seller agree to file any additional Tax Return required to be filed pursuant to the Code and any state, local or foreign Tax law, regardless of whether any Tax is required to be paid in connection with such filing, and Buyer and Seller shall cooperate with each other in the preparation, execution and filing of such Tax Returns.

Section 2.08Due Diligence.

(a)Due Diligence Period.  As used in this Agreement, the term “Due Diligence Period” shall mean the period commencing on the Execution Date and ending at 5:00 p.m. (Eastern time) on November 25, 2005 or such earlier date as Buyer may elect in writing.  Between the Execution Date and the Closing Date, subject to applicable contracts and Seller’s right to prior written notice of and attendance at all meetings (including, without limitation, telephonic or other forms of communication) with third parties and employees of the Business, during normal business hours Buyer and its agents, contractors and representatives shall be entitled to enter the Real Property to perform any and all reasonable inspections and tests required by Buyer of the Business, the Real Property and the structural and mechanical systems within any Improvements located on the Real Property, including, without limitation, environmental tests; provided, however, that (i) any inspections or tests of the Leased Real Property leased or subleased by Seller or any of its Affiliates shall be conducted only upon receipt by Seller and Buyer of the prior written consent of the owner of such Leased Real Property, which consent may be withheld at such owner’s sole election, (ii) such inspections or tests shall be conducted at Buyer’s sole risk, cost and expense, (iii) such inspections or tests shall not materially disrupt or disturb the ongoing operation of the Business, the Real Property or the rights of any tenants or users thereof beyond a de minimis extent, (iv) Buyer or its agents, contractors or representatives shall not drill or bore on or through the surface of the Real Property unless, and only to the extent that, Seller has provided its prior written consent allowing Buyer to do so, which consent shall not be unreasonably withheld, and at Seller’s election, may

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be subject to reasonable conditions imposed by Seller, and (v) Buyer shall provide Seller with an original certificate of insurance, in a form reasonably approved by Seller, naming Seller, and each such other Person as Seller may name, as an additional named insured.  Buyer shall not conduct any material environmental or physically intrusive inspection or test pursuant to this Section 2.08 without Seller’s specific prior written consent to the underlying scope of work, which consent shall not be unreasonably withheld.  Prior to performing any material environmental or physically intrusive inspections or tests, Buyer shall furnish Seller with a detailed scope of work in respect of such inspection or test (a “Scope of Work”).  Within two (2) Business Days of Seller’s receipt of a Scope of Work from Buyer, Seller shall, pursuant to a written notice to Buyer, consent or reasonably withhold Seller’s consent to such Scope of Work.  If Seller does not furnish Buyer with the written notice contemplated by the immediately preceding sentence in the time and in the manner provided in this Section 2.08, Seller shall be deemed to have consented to the applicable Scope of Work.  At Seller’s election, Seller may subject Seller’s consent to certain reasonable conditions.  After making any tests and inspections pursuant to this Section 2.08, Buyer agrees to promptly restore the Real Property to substantially the same condition prior to such tests and inspections, which obligation shall survive any termination of this Agreement and shall be an exception to the limitations on liquidated damages provided in Section 3.01 hereof.

(b)Indemnification.  Buyer agrees to keep the Real Property free from all liens and to indemnify, defend and hold harmless each of GTA, Seller, Parent, Condo Owner, Holding Company, Management Company, Westin, Troon and their Affiliates and their respective officers, directors, managers, employees, agents, advisors, representatives, successors and assigns (collectively, the “Seller Parties”) from and against all damages, loss, charges, judgments, penalties, fines, cost, liability, fees and expense (including, without limitation, reasonable expenses of investigation or remediation, any reasonable consulting or engineering fees in connection with any investigation or remediation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“Damages”) incurred or suffered by the Seller Parties, or any of them, by reason of any damage to the Real Property or injury to Persons caused solely by Buyer and/or any of its Affiliates, agents, contractors or other representatives in exercising their rights under this Section 2.08.  The indemnity provided pursuant to this Section 2.08(b) shall survive the Closing and any termination of this Agreement.  Notwithstanding the foregoing, the indemnity provided pursuant to this Section 2.08(b) shall not cover existing liabilities for matters merely discovered by Buyer, including latent environmental contamination, provided that the inspections, tests or other activities performed by Buyer were properly conducted by Buyer or it agents in accordance with the standard of care applicable to trained professionals and such activities were performed in accordance with the Scope of Work approved in writing by Seller prior to the commencement thereof.

(c)Due Diligence Documents and Information.

(i)Between the Execution Date and the Closing Date, Seller shall make available on a confidential basis pursuant to this Agreement and the Confidentiality Agreement to Buyer and its agents, contractors and other representatives in the Data Room, in hard or electronic copy, at Seller’s Charleston, South Carolina office or at the location of the Real Property all material documents in Seller’s actual possession pertaining to the Business, the Acquired Assets and the Assumed Liabilities as Buyer

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shall reasonably request, including, without limitation, the items set forth in Schedule 2.08(c) attached hereto (collectively, the “Due Diligence Materials”); provided, however, Buyer shall not be entitled to receive from Seller, and Seller shall not be obligated to deliver to Buyer, (A) any corporate or other books, records or documents related to GTA, Parent or any of their Affiliates or related to assets or properties of GTA, Parent or any of their Affiliates not related to the Business, the Acquired Assets or the Assumed Liabilities, or (B) any information or analysis pertaining to the valuation of the Business, the Acquired Assets or the Assumed Liabilities or any other bid or bidder therefor whether prepared for the benefit of Seller, by the management of Seller, counsel of Seller, the Board of Directors of GTA, Houlihan Lokey, any of the Seller Parties, any of their Affiliates or otherwise.  In the event Seller provides to Buyer any document, information or analysis described in this Section 2.08(c)(i)(A) or (B), such document, information or analysis shall be included as part of the Due Diligence Materials for all purposes.

(ii)Buyer further acknowledges and agrees that, subject to the additional investigations, examinations and inspections to be conducted during the Due Diligence Period as provided in this Agreement, Seller has afforded Buyer the opportunity for full and complete investigations, examinations and inspections of the Real Property, the Business, the Acquired Assets and the Assumed Liabilities and all documentation relating to the Real Property, the Business, the Acquired Assets and the Assumed Liabilities (the “Property Information”) and has advised Buyer to review all matters of public record with respect to the Real Property, the Business, the Acquired Assets and the Assumed Liabilities.

(iii)Buyer acknowledges and agrees that (A) the Due Diligence Materials and the Property Information (including, without limitation, any environmental reports) delivered or made available to Buyer and its representatives by the Seller Parties may have been prepared by third parties and may not be the work product of the Seller Parties (or any of them), (B) none of the Seller Parties has made any independent investigation or verification of, or has any actual knowledge of, the accuracy or completeness of the Property Information or the Due Diligence Materials prepared by third parties and not the work product of the Seller Parties (or any of them) and no representations, warranties or covenants are made by Seller, any of the Seller Parties or any other Person with respect thereto, (C) the Due Diligence Materials and Property Information delivered or made available to Buyer and Buyer’s representatives are furnished to each of them at the request, and for the convenience, of Buyer, (D) except as otherwise expressly represented by Seller in this Agreement, Buyer is relying solely on its own investigations, examinations and inspections of the Real Property, the Business, the Acquired Assets and the Assumed Liabilities and those of Buyer’s representatives, (E) the Due Diligence Materials and Property Information shall be made available by Seller on a confidential basis solely to accommodate and facilitate Buyer’s investigations relating to the Real Property, the Business, the Acquired Assets and the Assumed Liabilities, (F) the contents of the Due Diligence Materials and Property Information shall not constitute representations, warranties or covenants of Seller or any other Person, and (G) any further distribution of the Due Diligence Materials and the Property Information is subject to the confidentiality provisions of this Agreement and the

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Confidentiality Agreement.  In no event and under no circumstances shall Buyer’s alleged or actual failure to receive or obtain access to any Due Diligence Materials or Property Information extend the Due Diligence Period or be deemed a breach of this Agreement by Seller.  In the event of Buyer’s alleged or actual failure to receive or obtain access to any Due Diligence Materials or Property Information, and notwithstanding anything in this Agreement to the contrary, including, without limitation, Sections 12.02 and 13.15 hereof, Buyer’s sole remedy shall be either to (x) waive any such alleged or actual failure and close the transaction on the Closing Date, or (y) terminate this Agreement prior to the expiration of the Due Diligence Period.  This Section 2.08(c) shall survive any Closing and any termination of this Agreement.  Seller’s and Parent’s representations and warranties set forth in this Agreement are qualified in their entirety by the Due Diligence Materials and the Property Information.

(d)Title Reports; Surveys.  During the Due Diligence Period, Buyer may obtain, if Buyer so desires in its sole discretion, title reports or commitments for the Real Property, together with the documents supporting exceptions referenced therein (each, a “Title Report”), and any current as-built surveys of any parcel or parcels of the Real Property (each, a “Survey”); provided, however, that except for the Title Commitment, which shall be made available to Buyer at Seller’s expense prior to the Execution Date, all such Title Reports and Surveys shall be obtained at Buyer’s sole cost and expense.

(e)Permitted Title Exceptions.

(i)Buyer shall have until the expiration of the Due Diligence Period to object to any exceptions to title to, or any Survey matters affecting, the Real Property or any part thereof, which objection shall be made, if at all, by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e) by the expiration of the Due Diligence Period and which shall not be made to any Permitted Title Exception.  In addition, if Buyer obtains an update or continuation of its title insurance commitment subsequent to the expiration of the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions or exceptions caused by Buyer, to which Buyer objects, Buyer shall, within three (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e).  (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.)  Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on or before the Closing, (B) terminate this Agreement, or (C) reduce the Purchase Price by the amount of any liquidated claim, in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that in no event shall Seller be obligated to seek to cure or seek to acquire a title endorsement over an exception and/or matter or reduce the Purchase Price by the amount of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller or any of its

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Affiliates.  In the event Seller notifies Buyer that Seller elects to terminate this Agreement, Buyer shall have three (3) Business Days from Seller’s written notice thereof to elect by written notice to Seller to irrevocably withdraw and waive its objection in writing and proceed to the Closing pursuant to this Agreement without any further objection to any such exception and/or matter.  In the event Seller notifies Buyer that it elects either to seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on or before the Closing, then so long as Seller accomplishes, in a reasonable manner, such cure and/or title endorsement over such title exception and/or Survey matter on or prior to the Closing, such exception and/or matter shall thereafter be automatically deemed a Permitted Title Exception; provided, however, that Seller’s failure, if any, to cure or to acquire a title endorsement over such title exception and/or matter shall not constitute a breach of this Agreement by Seller or any of its Affiliates and, in the event of such failure, Seller may elect, by written notice to Buyer within three (3) Business Days after Seller’s notice of such failure, to proceed pursuant to either clause (B) or (C) of this Section 2.08(e)(i).  If Seller notifies Buyer that it elects to reduce the Purchase Price by the amount of any liquidated claim, such exception and/or matter shall thereafter be automatically deemed a Permitted Title Exception.  If Seller notifies Buyer in writing within the initial three (3) Business Day period that Seller does not elect any of clauses (A), (B) or (C) of this Section 2.08(e)(i), or Seller does not respond to Buyer within the initial three (3) Business Day period or elects not to seek to cure the same, then Seller shall not be deemed in breach of this Agreement and Buyer, notwithstanding anything in this Agreement to the contrary, including, without limitation, Sections 12.02 and 13.15 hereof, as its sole remedy, may either (y) terminate this Agreement by delivering a written termination notice to Seller, in which case Buyer’s rights and obligations to purchase the Acquired Assets and this Agreement shall be terminated and Seller may thereafter sell the Acquired Assets to any third party without any obligation to Buyer whatsoever and Buyer shall have timely terminated this Agreement and the Deposit Amount shall be returned to Buyer in accordance with the provisions of Section 3.01 hereof, or (z) irrevocably withdraw and waive its objections in writing and proceed pursuant to this Agreement.  In addition, (1) any exceptions to title to, or Survey matters affecting, any portion of the Real Property not timely objected to in writing by Buyer within the aforesaid time period, (2) any exceptions to title to, or Survey matters affecting, the Real Property or any part thereof timely objected to by Buyer but cured and/or a title endorsement acquired over, if possible, in a reasonable manner by Seller pursuant to this Section 2.08(e), (3) any exceptions to title to, or Survey matters affecting, such portion of the Real Property that are objected to by Buyer within the aforesaid time period, but Seller elects not to seek to, or to, cure or acquire a title endorsement over and Buyer irrevocably withdraws and waives its objections pursuant to this Section 2.08(e), (4) all building codes and other applicable governmental laws, ordinances, rules and regulations affecting any portion of the Real Property, (5) all items set forth in the Title Commitment, and (6) all Permitted Liens shall be “Permitted Title Exceptions”.

(ii)Notwithstanding anything to the contrary set forth in this Agreement, Seller shall use commercially reasonable efforts to obtain, at or prior to the Closing, the termination and release of all Liens other than Permitted Liens.  Notwithstanding anything in this Section 2.08(e)(ii) to the contrary, Seller shall have no

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obligation to take any action with respect to the termination or release of the Permitted Liens, or liens arising as a result of any claim of a plaintiff in any litigation in which Seller or any of its Affiliates is a named defendant.

(iii)Notwithstanding anything in this Agreement to the contrary, Buyer may, upon written notice to Seller at any time at or prior to the Closing, elect to accept such title to the Real Property as Seller can convey, notwithstanding the existence of title defects (other than with respect to any Permitted Liens).  In such event, (x) this Agreement shall remain in full force and effect and unmodified, (y) the parties shall close the transactions contemplated by this Agreement on the Closing Date, and (z) Buyer shall not be entitled to any abatement of the Purchase Price or any claim for damages or otherwise against Seller by reason of the existence of title defects or alleged title defects.

(f)Termination Prior to Expiration of the Due Diligence Period.  During the Due Diligence Period, Buyer may terminate this Agreement for any reason or for no reason by notifying Seller in writing of Buyer’s election to terminate this Agreement pursuant to this Section 2.08(f) no later than 5:00 p.m. (Eastern time) on the last day of the Due Diligence Period.  If Buyer timely terminates this Agreement pursuant to this Section 2.08(f) and Buyer is not then in material breach of its obligations under this Agreement and Seller has no outstanding claims pursuant to Section 2.08(b) hereof, CWYP shall transfer to Buyer the Deposit Amount net of all amounts payable by Buyer under this Agreement and Buyer shall promptly deliver copies of the Due Diligence Materials to Seller (or furnish Seller with a certificate to the effect that Buyer has destroyed the Due Diligence Materials), together with a waiver of all right, title and interest in and to the Business, the Acquired Assets and the Real Property whereupon the parties thereafter shall have no further rights, liabilities or obligations under this Agreement except as otherwise provided in this Agreement.  If Buyer does not notify Seller in writing of Buyer’s election to terminate this Agreement pursuant to this Section 2.08(f) by 5:00 p.m. (Eastern time) on the last day of the Due Diligence Period, Buyer is deemed to have waived its right to terminate this Agreement pursuant to this Section 2.08(f).

ARTICLE 3

DEPOSIT

Section 3.01Deposit.

(a)In the event that Buyer waives its rights or otherwise fails to terminate this Agreement pursuant to Section 2.08(f) hereof, Buyer shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent no later than 5:00 p.m. (Eastern time) on the last day of the Due Diligence Period; provided, however, in the event that Buyer elects the Extension, (i) on the Extension Date,Buyer shall deposit the Additional Deposit Amount with Escrow Agent and, if prior to the expiration of the Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent as a deposit against the Purchase Price, (ii) the Additional Deposit Amount shall be included in the Deposit Amount and the Deposit Amount shall total Six Million Dollars ($6,000,000) from, and including, the Extension Date, and (iii) the Deposit Amount shall become non-refundable to Buyer as of the Extension Date and delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the

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event that this Agreement is terminated for any reason other than as otherwise expressly provided in this Agreement.  If termination of this Agreement occurs prior to the expiration of the Due Diligence Period and the Extension has not occurred, then CWYP shall transfer the Deposit Amount to Buyer upon Seller’s receipt from Buyer of copies of all Due Diligence Materials (or a certificate from Buyer to Seller to the effect that Buyer has destroyed all Due Diligence Materials), together with a waiver of all right, title and interest in and to the Business, the Acquired Assets and the Real Property.  Except as otherwise expressly provided in this Agreement, including, without limitation, in Section 12.02 hereof, the Deposit Amount shall become non-refundable to Buyer upon the expiration of the Due Diligence Period or as of the Extension Date, if any, and shall be delivered to Seller as liquidated damages hereunder forthwith without demand, deduction, offset or delay upon termination of this Agreement on or after the expiration of the Due Diligence Period or on or after the Extension Date, if any.

(b)Upon deposit of the Deposit Amount with Escrow Agent, Escrow Agent shall hold and invest the Deposit Amount in: (i) United States government obligations or obligations of agencies of the United States government which are guaranteed by the United States government, (ii) interest-bearing certificates of deposit of banks having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000) and rated at least AAA by Standard & Poor’s Corporation and AAA by Moody’s Investors Service, Inc., (iii) a money market fund registered under the Investment Company Act of 1940, as amended, the portfolio of which is limited to the obligations described in clause (i) above, or (iv) commercial paper rated at least P-1 by Moody’s Investors Service, Inc. and A-1 by Standard & Poor’s Corporation.  Interest on the Deposit Amount shall be paid to the party entitled to receive the Deposit Amount at such time as such party receives the Deposit Amount, except that interest shall be credited against the cash balance of the Purchase Price due at the Closing in the event of a Closing.  The party receiving interest on the Deposit Amount shall pay any income taxes payable thereon.

(c)In the event that a Closing hereunder is not consummated, the party with rights pursuant to this Agreement to the Deposit Amount (such party, the “Demanding Party”) may make a written demand upon Escrow Agent for payment of the Deposit Amount (a “Demand”).  Upon receipt of a Demand, Escrow Agent shall furnish a copy thereof to the non-Demanding Party.  Unless the non-Demanding Party, upon written notice to Escrow Agent and the Demanding Party within five (5) Business Days of its receipt of a copy of a Demand, objects in writing to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), (i) the Deposit Amount (without deduction, offset or delay) shall be transferred to the Demanding Party, and (ii) if Seller is the Demanding Party the Deposit Amount shall be transferred to Seller as liquidated damages hereunder without demand, deduction, offset or delay, and Buyer (on behalf of itself and its Affiliates, as applicable) hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents requested by Seller in order to legally transfer such Deposit Amount to Seller and/or evidence such transfer (this clause (ii) shall survive any Closing and any termination of this Agreement).  If the non-Demanding Party objects to payment of the Deposit Amount pursuant to the Demand (together with a detailed written explanation of the reason for the objection), Escrow Agent shall continue to hold the Deposit Amount in accordance with the provisions of this Article 3 until otherwise directed by joint written instructions of Seller and Buyer or final judgment of a court of competent jurisdiction.  Escrow Agent may, however, upon written notice of Seller and Buyer, deposit the Deposit Amount with the clerk of the United

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States District Court for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the State of Florida.  ANY DEPOSIT AMOUNT PAID TO OR RETAINED BY SELLER AS LIQUIDATED DAMAGES UNDER THIS AGREEMENT SHALL, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BE SELLER’S SOLE MONETARY REMEDY IF BUYER FAILS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL MONETARY DAMAGES IN SUCH EVENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE LIQUIDATED DAMAGES (I.E., THE VALUE OF THE DEPOSIT AMOUNT) STATED ABOVE REPRESENT THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.  THE PAYMENT OF ANY SUCH DEPOSIT AMOUNT BY BUYER TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

Section 3.02Seller’s Escrow Amount.

(a)Escrow Agent shall hold and invest Seller’s Escrow Amount, or a portion thereof, from and after the Closing Date until November 30, 2006 (the “Escrow Period”) in: (i) United States government obligations or obligations of agencies of the United States government which are guaranteed by the United States government, (ii) interest-bearing certificates of deposit of banks having capital and surplus in excess of Five Hundred Million Dollars ($500,000,000) and rated at least AAA by Standard & Poor’s Corporation and AAA by Moody’s Investors Service, Inc., (iii) a money market fund registered under the Investment Company Act of 1940, as amended, the portfolio of which is limited to the obligations described in clause (i) above, or (iv) commercial paper rated at least P-1 by Moody’s Investors Service, Inc. and A-1 by Standard & Poor’s Corporation.  Interest on Seller’s Escrow Amount shall be paid automatically without demand, deduction, offset or delay to Seller within five (5) Business Days of the expiration of the Escrow Period.  Seller shall pay any income taxes on the interest.  Within five (5) Business Days of the expiration of the Escrow Period, Escrow Agent shall deliver automatically without demand, deduction, offset or delay to Seller any portion of Seller’s Escrow Amount not subject to a reasonable, good faith Buyer’s Escrow Demand at the expiration of the Escrow Period.

(b)Except as otherwise expressly provided in this Agreement, in the event that Seller becomes liable to Buyer pursuant to any of Section 2.07 or Article 11 hereof during the Escrow Period, Escrow Agent shall deliver to Buyer the portion of Seller’s Escrow Amount held by Escrow Agent that equals such liability pursuant to the terms of this Article 3.  At any time during the Escrow Period, if Buyer is entitled to payment by Seller pursuant to any of Section 2.07 or Article 11 hereof and Buyer has filed a judicial action in relation thereof in the United States District Court for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the State of Florida, then Buyer shall make a written demand detailing the claim and attaching all available evidence and proof upon Escrow Agent for payment of the amount of Seller’s liability from Seller’s Escrow Amount, or portion thereof held by Escrow Agent (a “Buyer’s Escrow Demand”).  Upon receipt of a reasonable, good faith Buyer’s Escrow Demand, Escrow Agent shall furnish a copy thereof to Seller.  Unless Seller, upon written notice to Escrow Agent within five (5) Business Days of its receipt of a copy of a

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Buyer’s Escrow Demand, objects in writing to payment of the applicable portion of Seller’s Escrow Amount pursuant to Buyer’s Escrow Demand, the applicable portion of Seller’s Escrow Amount shall be transferred to Buyer.  If Seller objects to payment of the applicable portion of Seller’s Escrow Amount pursuant to Buyer’s Escrow Demand, Escrow Agent shall continue to hold the applicable portion of Seller’s Escrow Amount in accordance with the provisions of this Article 3 until otherwise directed by joint written instructions of Seller and Buyer or final judgment of a court of competent jurisdiction.  Escrow Agent may, however, upon written notice of Seller and Buyer, deposit Seller’s Escrow Amount, or applicable portion thereof, with the clerk of the United States District Court for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the State of Florida.

Section 3.03Escrow Agent.

(a)The parties acknowledge that (i) Escrow Agent is acting solely as a stakeholder at their request and for their convenience, (ii) Escrow Agent shall not be deemed to be the agent of any of the parties, and (iii) Escrow Agent shall not be liable to any of the parties for any act or omission on its part unless taken or suffered in bad faith, in willful disregard of this Agreement or involving gross negligence.  Seller and Buyer shall jointly and severally indemnify and hold Escrow Agent harmless from and against all costs, claims and expenses, including, without limitation, reasonable attorneys’ fees, incurred in connection with the performance of Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by Escrow Agent in bad faith, in willful disregard of this Agreement or involving gross negligence.

(b)Escrow Agent shall not be bound by any modification to this Article 3 unless Escrow Agent shall have agreed to such modification in writing.  Escrow Agent shall be entitled to rely or act upon any written notice, instrument or document reasonably believed by Escrow Agent in good faith to be genuine and to be executed and delivered by the proper person, and shall have no obligation to verify any statements contained in any written notice, instrument or document or the accuracy or due authorization of the execution of any written notice, instrument or document.

(c)Escrow Agent has acknowledged agreement to the foregoing provisions of this Article 3 by signing this Agreement on the signature page hereof.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

Except as specifically set forth in the schedules attached hereto prepared by Seller or Parent, Seller and Parent, jointly and severally, represent and warrant to Buyer that all of the statements contained in this Article 4 are true and correct as of the Execution Date and will be true and correct as of the Closing Date as though made on the Closing Date, except as modified or amended from time to time in writing to Buyer or as otherwise provided.  Each schedule prepared by Seller or Parent attached hereto specifically refers to the particular section or subsection of this Agreement to which the information set forth in such schedule relates; any information set forth in a schedule attached hereto prepared by Seller or Parent shall be deemed

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to apply to each other section or subsection thereof or hereof to which its relevance is readily apparent on its face.  No reference to or disclosure of any item or other matter set forth in the schedules attached hereto prepared by Seller or Parent shall be construed as an admission or indication that (i) such item or other matter is material, that it could have a Material Adverse Effect or that such item or other matter is required to be referred to or disclosed in such schedule, or (ii) such agreement or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such agreement or document.  No disclosure in the schedules attached hereto prepared by Seller and Parent relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred.  The schedules attached hereto prepared by Seller or Parent are qualified in their entirety by any materials or information provided to Buyer or any of its Affiliates by Seller or any of its Affiliates as part of the due diligence process (including, without limitation, the Due Diligence Materials and Property Information) or otherwise in connection with this Agreement; provided, however, that in the event Buyer fails to review any such material or information due to Seller’s gross negligence, such material or information shall not qualify the schedules attached hereto.

Section 4.01Corporate Existence and Power.

GTA is duly organized, validly existing and in good standing under the laws of the State of Maryland, and is duly authorized to conduct its business in the State of Maryland.  Seller is duly organized, validly existing and in good standing under the laws of the State of Florida, and is duly authorized to conduct the Business in the State of Florida.  Parent is duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly authorized to conduct its business in the State of Delaware.  Holding Company is duly organized, validly existing and in good standing under the laws of the State of Florida, and is duly authorized to conduct its business in the State of Florida.  Condo Owner is duly organized, validly existing and in good standing under the laws of the State of Florida, and is duly authorized to conduct its business in the State of Florida.  Management Company is duly organized, validly existing and in good standing under the laws of the State of Florida, and is duly authorized to conduct its business in the State of Florida.

Section 4.02Corporate Authorization.

The execution, delivery and performance by GTA, Seller, Parent, Holding Company, Condo Owner and Management Company of this Agreement and the consummation of the transactions contemplated hereby by GTA, Seller, Parent, Holding Company, Condo Owner and Management Company are within the corporate powers of GTA, Seller, Parent, Holding Company, Condo Owner and Management Company and have been duly authorized by all necessary corporate action on the part of GTA, Seller, Parent, Holding Company, Condo Owner and Management Company; provided, however, that Seller shall obtain the Final Board Approval (as defined herein) pursuant to Section 6.05 hereof.  This Agreement has been duly executed and delivered by GTA, Seller, Parent, Holding Company, Condo Owner and Management Company, and, assuming the due authorization, execution and delivery by Buyer, this Agreement constitutes a valid and binding agreement of GTA, Seller, Parent, Holding Company, Condo Owner and Management Company, enforceable against GTA, Seller, Parent,

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Holding Company, Condo Owner and Management Company in accordance with its terms, except as (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium or other similar applicable laws affecting the enforcement of creditors’ rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 4.03Governmental Authorizations.

The execution, delivery and performance by GTA, Seller, Parent, Holding Company, Condo Owner and Management Company of this Agreement and the consummation of the transactions contemplated hereby require no material action by or in respect of, or material filing with, any Governmental Authority, except as set forth in Schedule 4.03 attached hereto.

Section 4.04Noncontravention.

The execution, delivery and performance by GTA, Seller, Parent, Holding Company, Condo Owner and Management Company of this Agreement and the consummation of the transactions contemplated hereby by GTA, Seller, Parent, Holding Company, Condo Owner and Management Company, where applicable, do not and will not in connection with the Closing, in a manner which has had, or could reasonably be expected to constitute or result in, a Material Adverse Effect, (i) violate any provision of the certificate of incorporation, bylaws or any other organizational document of GTA, Seller, Parent, Holding Company, Condo Owner or Management Company, (ii) assuming compliance with the matters referenced in Section 4.03 hereof, violate any applicable law, rule, regulation, judgment, injunction, order or decree, or agreement with or condition imposed by any Governmental Authority, (iii) assuming receipt of all Required Consents listed in Schedule 1.01(f) attached hereto and except as disclosed in Schedule 4.04 attached hereto, require any approval or consent or other action by any Person under, constitute a breach or default under (or with notice, lapse of time, or both would result in such a breach or default), or give rise to any right of termination, material amendment, cancellation or acceleration of any right or obligation of GTA, Seller, Parent, Holding Company, Condo Owner or Management Company or to a loss of any benefit to which GTA, Seller, Parent, Holding Company, Condo Owner or Management Company is entitled under any provision of any Material Contract to which GTA, Seller, Parent, Holding Company, Condo Owner or Management Company is a party or to which GTA, Seller, Parent, Condo Owner, Management Company or any of the Acquired Assets is subject, or (iv) result in the creation or imposition of any Lien on any of the Acquired Assets, except for any Permitted Liens or Assumed Liabilities.

Section 4.05Capitalization; Subsidiaries.

(a)All of Seller’s, Condo Owner’s and GH Securities’ equity interests are owned by Holding Company, in each case as sole member or sole stockholder.  All of Holding Company’s equity interests are owned by Parent.  Substantially all of Parent’s equity interests are owned directly or indirectly by GTA.

(b)Neither Seller, Condo Owner nor GH Securities has or beneficially owns any Subsidiaries.

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Section 4.06Financial Statements.

Set forth in Schedule 4.06 attached hereto are (i) true and correct copies of (A) the unaudited balance sheet of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Balance Sheet”), (B) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the quarter ended June 30, 2005 (the “Unaudited Income Statement”), (C) the financial statements and footnotes of the Business filed in Seller’s quarterly report on Form 10-Q for the quarter ended June 30, 2005, representing the Unaudited Balance Sheet and Unaudited Income Statement adjusted for certain quarter-end adjustments or reclassifications, (D) the unaudited balance sheet of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Balance Sheet”), (E) the related unaudited statement of operations and cash flows of the Business prepared by Westin for the year ended December 31, 2004 (the “Historical Financials”), and (F) the financial statements and footnotes of the Business filed in Seller’s annual report on Form 10-K for the year ended December 31, 2004, representing the Historical Balance Sheet and Historical Financials adjusted for audit adjustments and certain year-end adjustments or reclassifications, and (ii) copies of the unaudited balance sheet and related unaudited statement of operations and cash flows of the Business prepared by Westin for the month ended September 30, 2005.  The Unaudited Balance Sheet and the Unaudited Income Statement, subject to certain quarter-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(C) above, present fairly, in all material respects, the financial condition of the Business as at such dates in accordance with GAAP consistently applied subject to year-end adjustments.  The Historical Balance Sheet and Historical Financials, subject to certain year-end adjustments and reclassifications and represented in final form in the statements and footnotes provided pursuant to clause (i)(F) above, present fairly, in all material respects, the financial condition of the Business as of such dates in accordance with GAAP consistently applied.  Neither Seller, Parent nor any of their Affiliates makes any representation, warranty or covenant with respect to the statements provided pursuant to clause (ii) above.

Section 4.07No Undisclosed Liabilities.

To the Knowledge of Seller, neither Seller nor any of its Affiliates has any material Liabilities arising out of or relating to the Business, other than:

(a)Liabilities reflected on the Unaudited Balance Sheet, including to the extent reserved therefor therein;

(b)Liabilities disclosed in Schedule 4.07 attached hereto;

(c)Liabilities incurred since the Balance Sheet Date which (i) resulted from transactions in the ordinary course of business generally consistent with past practice and are of a nature, type and magnitude generally consistent with the Liabilities reflected on the Unaudited Balance Sheet after accounting for seasonal fluctuations, (ii) were incurred in accordance with the terms of this Agreement, or (iii) do not and will not materially impair the ability of Seller or Parent to perform any of their respective obligations under this Agreement; and

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(d)Liabilities otherwise disclosed in this Agreement, including, without limitation, in the Due Diligence Materials, Property Information or schedules and exhibits attached hereto.

Section 4.08Material Contracts.

(a)Schedule 4.08 attached hereto contains a true and correct list of all the Material Contracts.  The Material Contracts represent all of the material contracts and agreements entered into by Seller or any of its Affiliates in connection with the Business or which otherwise materially affect the Owned Real Property.

(b)Seller has made available to Buyer true and correct copies of all items listed in Schedule 4.08 attached hereto, including all amendments, supplements and modifications to each Material Contract listed in Schedule 4.08 attached hereto.  Except as disclosed in Schedule 4.08 attached hereto or as otherwise provided in this Agreement and the schedules attached hereto, (i) all of the Material Contracts are in full force and effect, (ii) each Material Contract is a valid and binding obligation of Seller or its Affiliate, enforceable against Seller or its Affiliate in accordance with its terms, and, to the Knowledge of Seller, each Material Contract is a valid and binding obligation of the third party which is a party thereto, enforceable against such third party in accordance with its terms, (iii) neither Seller nor its Affiliate nor, to the Knowledge of Seller, any other party to a Material Contract is in material default under, or in violation of, any of the terms of any of the Material Contracts, and no event has occurred which, with the passage of time or giving of notice or both, would result in Seller, or to the Knowledge of Seller, any other party to any Material Contract, being in material default under or in material violation of, any of the terms of any of the Material Contracts, (iv) in respect of any Material Contract, neither Seller nor its Affiliate nor any other party thereto has furnished any other party thereto with a written notice of material default thereunder which written notice pertains to a default which, as of the Execution Date, remains uncured, and (v) no Material Contract requires the consent of any other party thereto in connection with any of the transactions contemplated by this Agreement.

Section 4.09Litigation.

Except as disclosed in Schedule 4.09 attached hereto, there is no material action, suit, investigation, inquiry, arbitration, claim or proceeding pending against or affecting, or to the Knowledge of Seller, threatened against or relating to Seller or any of its Affiliates with respect to the Business or any of the Acquired Assets before or by any court or administrative agency or arbitrator or any Governmental Authority, or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement and, to the Knowledge of Seller, there is no basis for any such action, suit, investigation, arbitration, claim or proceeding.  Except as otherwise set forth in this Agreement, neither Seller, Parent, Holding Company, Condo Owner, GH Securities nor any of their Affiliates is subject to any judgment order or decree which may have a Material Adverse Effect on the Acquired Assets or the ability of the Business to acquire any property or conduct its business in any area, or a Material Adverse Effect on the ability of GTA, Seller, Parent, Holding Company, Condo Owner or Management Company to consummate any of the transactions contemplated hereby.

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Section 4.10Compliance with Laws, Court Orders and Permits.

(a)Except as disclosed in Schedule 4.10(a) attached hereto, to the Knowledge of Seller, GTA, Seller, Parent, Holding Company, Condo Owner, Management Company and their Affiliates have complied, and will seek to continue to comply, in a timely manner and in all material respects with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local and foreign governments and agencies thereof that affect the business, properties, operations or assets of the Business or any of the Acquired Assets and to the Knowledge of Seller there are no circumstances that, if not remedied or modified, would prevent or materially interfere with such compliance in a manner which could reasonably be expected to constitute or result in a Material Adverse Effect.

(b)Schedule 4.10(b) attached hereto sets forth a list of all Permits currently held by Seller related to the conduct of the Business.  To the Knowledge of Seller, each such Permit has been duly obtained and is in full force and effect.  Seller will seek to continue to obtain and renew such Permits as may be reasonably practicable until the Closing Date.  To the Knowledge of Seller, (i) no notice of material violation of the terms of any Permit related to the Acquired Assets has been received by Seller, which notice pertains to a default which, as of the Execution Date, remains uncured, (ii) no violation has been alleged by any Governmental Authority, which violation remains, as of the Execution Date, uncured, and (iii) no proceeding is pending or, to the Knowledge of Seller, threatened, to revoke or materially limit any such Permit.

Section 4.11Real Property.

(a)Schedule 4.11(a) attached hereto sets forth a true and correct list of all of the real property, together with all undeveloped real property, all buildings and Improvements and all easements and other rights and interests appurtenant thereto, which are directly or indirectly owned by Seller or Condo Owner, without regard to whether such real property is used solely in the operation or conduct of the Business (the “Owned Real Property”).  Schedule 4.11(a) attached hereto shall also include a general description of the Owned Real Property.  To the Knowledge of Seller, the Owned Real Property is not subject to any Liens other than Permitted Liens or Liens otherwise disclosed in this Agreement.  Other than those documents set forth as exceptions to title on the Title Commitment, Seller has made available to Buyer true and correct copies of (i) all material deeds, mortgages, deeds of trust, certificates of occupancy, title insurance policies and surveys relating to the Owned Real Property and (ii) all material Liens, occupancy agreements, possessory rights, options and rights of first refusal, other than the Permitted Liens, relating to or affecting any parcel of the Owned Real Property.

(b)Other than those documents set forth as exceptions to title on the Title Commitment, Schedule 4.11(b) attached hereto sets forth a true and correct list of all of the real property leases, subleases and other occupancy agreements (the “Leases”) in effect as of the Execution Date under which Seller or any of its Affiliates is a lessor, sublessor, lessee or sublessee regarding real property that will be transferred to Buyer on the Closing Date (collectively, the “Leased Real Property”); provided, however, that the Rental Pool Agreement shall not be considered a Lease for purposes of this Agreement.  Seller has made available to Buyer true and correct copies of all such Leases, including all material amendments, modifications, assignments, supplements and renewals thereof.  To the Knowledge of Seller,

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there are no oral agreements in effect as to any Lease.  To the Knowledge of Seller, all such Leases are valid, binding and enforceable in accordance with their terms, and are in full force and effect free and clear of all Liens, other than Permitted Liens.  There are no existing defaults by Seller or any of its Affiliates beyond any applicable grace periods under such Leases, except for defaults which, individually or in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect, and neither Seller nor any of its Affiliates has received any notice of default, except for defaults which have not had, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  To the Knowledge of Seller, there are no existing defaults by any landlord or tenant, as applicable, under such Leases.  Except as set forth in Schedule 4.11(b) attached hereto, (i) the consummation of the transactions contemplated by this Agreement will not constitute a default, or give rise to a right of termination, cancellation or acceleration of any right under, any of the Leases, and (ii) no Lease requires the consent of the applicable landlord under such Lease in order to transfer such Lease to Buyer in accordance with the terms of such Lease.  Each guaranty, if any, by Seller or its applicable Affiliate with respect to a Lease is in full force and effect.

(c)Other than those documents set forth as exceptions to title on the Title Commitment and except as set forth in Schedule 4.11(c) attached hereto, neither Seller nor any of its Affiliates has assigned its interests under any of the Leases, sublet any interest in any premises demised thereunder, or otherwise encumbered its interest therein.  Seller and its Affiliates have, and shall have as of the Closing Date, good and valid leasehold title to the Leased Real Property not directly owned by Seller or any of its Affiliates free and clear of all Liens, other than Permitted Liens.

(d)Neither Seller nor any of its Affiliates has received any written notice from any Governmental Authority with jurisdiction that any certificate of occupancy or Permits with respect to the buildings, structures and improvements on any of the Owned Real Property and the occupancy and use thereof have not been obtained and are not in full force and effect, and there is no presently pending or, to the Knowledge of Seller, threat of modification, suspension or cancellation of any of the same which has had, or could reasonably be expected to have, a Material Adverse Effect.

(e)Except as set forth in Schedule 4.11(e) attached hereto, neither Seller nor any of its Affiliates has received written notice from any Governmental Authority with jurisdiction of any outstanding condemnation, expropriation or other proceedings in eminent domain pending, proposed or threatened with respect to any of the Real Property.

(f)Neither Seller nor any of its Affiliates has given any notice to any landlord under any of the Leases indicating that Seller or any of its Affiliates will not exercise any expansion or renewal options under the Leases, except such non-extension or non-renewal of such options that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(g)Except as set forth in Schedule 4.11(g) attached hereto, there are no tax reduction proceedings pending in respect of the Owned Real Property of which Seller has received notice from the applicable taxing authority.

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(h)Neither Seller nor any of its Affiliates has received any written notice of default from any other party to any reciprocal easement agreement, which default remains uncured, as of the Execution Date.

Section 4.12Intellectual Property.

(a)To the Knowledge of Seller, Schedule 4.12(a) attached hereto sets forth a true and correct list of all United States, state and foreign Intellectual Property owned by Seller and used in the Business, including all: (i) patents and patent applications, (ii) trademark and service mark registrations (including Internet domain name registrations and “Innisbrook”), trademark and service mark applications and material unregistered trademarks and service marks, and (iii) copyright registrations, copyright applications and material unregistered copyrights.

(b)To the Knowledge of Seller, Schedule 4.12(b) attached hereto lists all material Software which is licensed, leased or otherwise used in or by the Business, and all material Software owned by Seller (“Proprietary Software”).

(c)Schedule 4.12(c) attached hereto sets forth a true and correct list of all agreements granting or obtaining any right to use or practice any rights under any material Intellectual Property to which Seller is a party or otherwise bound, as licensee or licensor thereunder, including, without limitation, license agreements, settlement agreements and covenants not to sue (collectively, the “License Agreements”).

(d)To the Knowledge of Seller:

(i)Seller owns or possesses adequate licenses or other legal rights to use all Intellectual Property owned or used by Seller, free and clear of all liens or other encumbrances that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ii)any Intellectual Property owned or used by Seller and its Affiliates that is material to the Business has been duly maintained, is valid and subsisting, in full force and effect and has not been cancelled, expired or abandoned;

(iii)neither Seller nor any of its Affiliates has received notice from any third party regarding any actual or potential infringement by Seller or any of its Affiliates of any intellectual property of such third party;

(iv)neither Seller nor any of its Affiliates has received notice from any third party regarding any assertion or claim challenging the validity of any Intellectual Property owned by Seller or used in the Business; and

(v)no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by Seller.

(e)Seller has not licensed or sublicensed its rights in any material Intellectual Property, or received or been granted any such rights, other than pursuant to the License

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Agreements and the Contracts, including, without limitation, the Westin Management Agreement.

(f)Each License Agreement is a valid and binding obligation of Seller or its Affiliate party thereto, enforceable in accordance with its terms, and, to the Knowledge of Seller, there exists no event or condition which will result in a violation or breach of, or constitute a default by Seller or its Affiliate party thereto or, to the Knowledge of Seller, the other party or parties thereto, under such License Agreement.

Section 4.13Finders’ Fees.

Except for Houlihan Lokey or its Affiliates, whose fees shall be paid by Seller or any of its Affiliates at the Closing, there is no investment banker, broker, finder, financial advisor or other intermediary which is or might be entitled to any fee, commission or compensation from, or which has been retained by or is authorized to act on behalf of, Seller or any of its Affiliates in connection with any of the transactions contemplated by this Agreement.  In the event of any claims therefor, Seller shall indemnify, defend and hold Buyer and its Affiliates harmless from and against all such claims, losses, costs or expenses, including, without limitation, reasonable attorneys’ fees, arising as a result thereof.

Section 4.14Employees.

(a)Schedule 4.14 attached hereto sets forth a true and correct list of all Employees of the Business as of September 20, 2005, as well as certain employees of Westin, Troon and other third parties as set forth in Schedule 4.14 attached hereto.

(b)The employment of no managers of the Business has been terminated, voluntarily or involuntarily, since September 21, 2005.

Section 4.15Employee Benefit Plans.

(a)Schedule 4.15(a) attached hereto contains a true and correct list of each material employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control, or termination pay, hospitalization or other medical, retiree medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, retention, or retirement plan, program, agreement or arrangement and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by Seller, or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with Seller would be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any Employee or former employee of the Business, whether formal or informal and whether legally binding or not (the “Plans”).  Schedule 4.15(a) attached hereto includes each of the Plans, if any, that is an “employee welfare benefit plan” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans collectively, the “ERISA Plans”).  Except as disclosed in Schedule 4.15(a) attached hereto, none of Seller nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any Employee or former employee or director of the Business

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in a manner which could reasonably be expected to constitute or result in a Material Adverse Effect.

(b)With respect to each of the Plans, Seller shall make available to Buyer upon Buyer’s request true and correct copies of each of the following documents, as applicable:

(i)a copy of the Plan document, including all amendments thereto, for each written Plan or a written description of any Plan that is not otherwise in writing;

(ii)a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each ERISA Plan for the last two Plan years ending prior to the Execution Date; and

(iii)all contracts relating to the Plans with respect to which Buyer may have any liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements.

(c)To the Knowledge of Seller, no liability under Title IV of ERISA has been incurred by Seller or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to Seller or any ERISA Affiliate of incurring any liability under such Title, other than liability for premiums due to the Pension Benefit Guaranty Corporation (the “PBGC”), which payments have been or will be made when due.

(d)To the Knowledge of Seller, none of Seller, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder nor any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which Seller or any ERISA Affiliate could be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975, 4976 or 4980B of the Code.

(e)No Plan is a “multi-employer pension plan”, as such term is defined in Section 3(37) of ERISA.

(f)To the Knowledge of Seller, each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including, but not limited to, ERISA and the Code.

(g)Each of the ERISA Plans that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA that is intended to qualify under Section 401(a) of the Code has (i) received a favorable determination letter that such Plan satisfied the requirements of the Tax Reform Act of 1986 and the statutes referenced in IRS Announcement 2001 104 and any amendments thereto or (ii) has submitted a request for a determination within the applicable remedial amendment period.

(h)No Plan provides benefits, including, without limitation, death or medical benefits whether or not insured, with respect to any Employee or former employee of Seller or any ERISA Affiliate after retirement or other termination of service other than (i) coverage

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mandated by applicable laws or (ii) benefits the full direct cost of which are borne by the Employee or former employee or beneficiary thereof.

(i)Except as set forth in Schedule 4.15(i) attached hereto, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any Employee or former employee, officer, director or consultant of Seller or any ERISA Affiliate to severance pay, unemployment compensation or any other similar termination payment, or (ii) accelerate the time of payment or vesting, or increase the amount of, or otherwise enhance, any benefit due to any such employee, officer, director or consultant.

(j)Except as set forth in Schedule 4.15(j) attached hereto, there are no pending, or to the Knowledge of Seller, threatened or anticipated claims by or on behalf of any Plan, by any employee or beneficiary under any such Plan or otherwise involving any such Plan other than routine claims for benefits.

Section 4.16Environmental Matters.

Except as set forth in any environmental report made available to Buyer or disclosed in Schedule 4.16 attached hereto or other matters which may be customary in the operation of golf courses or could not reasonably be expected to constitute or result in a Material Adverse Effect:

(a)no written claim, notice, request for information, order, complaint or penalty has been sent to or, to the Knowledge of Seller, is threatened against, Seller or any of its Affiliates relating to the Business and there are no judicial, administrative or other actions, suits or proceedings pending or threatened against Seller which relate to the Acquired Assets and allege a violation of or a liability under any Environmental Law, in each case arising out of any Environmental Law or relating to the disposal or Release of any Hazardous Substances and relating to (i) Seller or any of its Affiliates or (ii) any other Person whose liability for such matter Seller or any of its Affiliates has assumed or retained contractually or by operation of law;

(b)to the Knowledge of Seller, Seller has received no written notice that, in relation to the Business or the Acquired Assets, Seller or any of its Affiliates is not in material compliance with applicable Environmental Laws and, to the Knowledge of Seller, there are no facts or circumstances that would materially increase the cost of maintaining such compliance in the future;

(c)to the Knowledge of Seller, neither Seller nor any of its Affiliates has Released or threatened to Release a Hazardous Substance at (i) any parcel of Owned Real Property or (ii) any other location as a result of the operation of the Business or with respect to which Seller or any of its Affiliates has assumed or retained liability contractually or by operation of law relating to the Business, which in the case of either (i) or (ii) is reasonably likely to result in a material Environmental Liability, and neither Seller nor any of its Affiliates has filed any notice with any Governmental Authority under any Environmental Law reporting a Release or threatened Release of any Hazardous Substance relating to the Business;

(d)Seller has made available for inspection by Buyer copies of all material audits, reports (including any Phase I Environmental Site Assessments and Phase II

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Environmental Site Assessments), studies, analyses, tests, or monitoring to the extent addressed to Seller and in the possession of Seller and its Affiliates and relating to (i) Hazardous Substances in, on, beneath or adjacent to any property where any portion of the Business is operated or (ii) any compliance with or Liability under Environmental Law of Seller or any of its Affiliates relating to the Business;

(e)without in any way limiting the generality of the foregoing, (i) all on-site and off-site locations where, with respect to the Business, Seller or any of its Affiliates has stored, disposed or arranged for the disposal of Hazardous Substances are identified in Schedule 4.16(e) attached hereto, and (ii) all underground storage tanks located on the Owned Real Property are identified in Schedule 4.16(e) attached hereto, except as set forth in any environmental report made available to Buyer; and

(f)to the Knowledge of Seller, Seller has received no written notice that, during the time period of Parent’s lender relationship with GHR, GHR was not in material compliance with applicable Environmental Law in relation to the Business or the Acquired Assets.

Section 4.17Labor Matters.

(a)Except as set forth in Schedule 4.17 attached hereto, (i) there are no collective bargaining agreements or agreed upon work rules or practices in effect relating to the Employees (other than any employee handbook, workplace publication or similar materials) or any other contract or commitment to any labor union or association representing any Employee, (ii) no labor union or association or collective bargaining agent represents or claims to represent any Employee, (iii) there is no organizational effort currently being made or, to the Knowledge of Seller, threatened to organize any Employee, nor was there any within the two (2) years prior to the Execution Date, (iv) there has been no strike, slowdown, work stoppage, lockout, arbitration or other material work-related dispute involving any Employee, and no such action is now pending or affecting the Business, nor, to the Knowledge of Seller, is any such action threatened, (v) there are no grievances arising out of any collective bargaining or similar agreement or other grievance procedure, (vi) neither Seller nor any of its Affiliates has received notice of the intent of any national, federal, state, local or foreign agency responsible for the enforcement of labor or employment laws to conduct an investigation with respect to or relating to the Business, and no such investigation is in progress, (vii) no proceeding against Seller or any of its Affiliates relating to the Business, or controversy or dispute between Seller or any of its Affiliates and any Employee or former employee, or any applicant for employment in the Business, has been filed or, to the Knowledge of Seller, threatened, relating to the alleged violation of any law pertaining to labor relations or employment matters, including any charge, complaint or petition filed by any Employee or former employee of the Business or applicant for employment in the Business or labor organization or labor union with the National Labor Relations Board, the Equal Employment Opportunity Commission, the United States Department of Labor or any other Governmental Authority, and (viii) there are no written personnel policies, rules or procedures applicable to Employees, other than any employee handbook, workplace publication or similar material and the items set forth in Schedule 4.17 attached hereto, true and correct copies of which shall be made available to Buyer.  To the Knowledge of Seller, Seller and its Affiliates are, and have at all times been, in compliance in all material respects with the

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terms and requirements of, and are not currently in default in any material respect under, (i) any collective bargaining agreement or other labor union contract covering any Employee or (ii) any applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health, and are not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable law, ordinance or regulation with respect to any Employee or former employee of the Business.

(b)Neither Seller nor any of its Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or similar state or local laws, including with respect to the provision of any notice of any plant closing or mass layoff taking place up to and including the Closing Date, which remains unpaid or unsatisfied or which has not been accrued and which relates to any Employee or former employee of the Business.  Neither Seller nor any of its Affiliates has ordered a plant closing or mass layoff (as defined in WARN) in the past six (6) months involving any Employee or former employee of the Business nor has the Business laid off more than forty-nine (49) full-time employees accounting for thirty-three percent (33%) or more of the total number of employees at any single site of employment in any thirty (30) day period during the last twelve (12) months.

Section 4.18Tax Matters.

Except as set forth in Schedule 4.18 attached hereto or other matters which could not reasonably be expected to constitute or result in a Material Adverse Effect:

(a)Seller is and always has been classified as a “disregarded entity” for United States federal, state and local income Tax purposes;

(b)Seller has duly filed, or has had filed, all Tax Returns required to be filed by or in respect of Seller in a timely manner, and, to the Knowledge of Seller, all such Tax Returns are true and correct in all material respects;

(c)to the Knowledge of Seller, Seller has duly paid or has had paid, all Taxes required to be paid by or in respect of Seller in a timely manner, whether or not shown or required to be shown on any Tax Return or has adequate reserves to pay any contested Taxes;

(d)there is no outstanding request, agreement, waiver or consent providing for an extension of the statutory period of limitations with respect to any Taxes or Tax Returns of or in respect of Seller, and no power of attorney granted by or in respect of Seller with respect to any Tax matter relating to the Business or the Acquired Assets is currently in force;

(e)no Tax liens (except for statutory liens for current Taxes not yet due and payable) on any of the Acquired Assets have been filed and there is no action, suit, proceeding, investigation, audit or claim now pending or threatened against or in respect of Seller with respect to any Tax or Tax Return nor are there any Taxes for which Seller could be liable under Treasury Regulation Section 1.1502-6 or any comparable provision of state, local or foreign Tax law;

(f)Seller is not a party to or otherwise bound by any agreement or understanding providing for the allocation or sharing of Taxes, nor does Seller have any

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obligation or liability under any such agreement or understanding to which it was once a party or otherwise bound; and

(g)Seller is not a “foreign person” as defined in Section 1445(b)(2) of the Code.

Section 4.19Accounts Receivable.

All of the Accounts Receivable of Seller and its Affiliates that are reflected in the Unaudited Balance Sheet have been recorded, net of reserves, in accordance with GAAP, and all Accounts Receivable that have arisen since the date of the Unaudited Balance Sheet, have arisen only from bona fide transactions with independent third parties in the ordinary course of business consistent with past practice.  The Accounts Receivable used in the preparation of the Statement of the Closing Date Working Capital shall be net of the respective reserves used in the preparation of the Statement of the Closing Date Working Capital shown thereon, which reserves shall be adequate and calculated in accordance with GAAP in a manner generally consistent with past practice.  Subject to such reserves, to the Knowledge of Seller, each of the Accounts Receivable used in the preparation of the Statement of the Closing Date Working Capital is expected to be collectible generally consistent with the history of collections for the Business during the prior twelve (12) month period.

Section 4.20Insurance.

(a)Schedule 4.20 attached hereto contains a true and correct list of all policies of property, fire and casualty, product liability, workers’ compensation and other forms of insurance owned or held by Seller or any of its Affiliates in relation to the Business or the Acquired Assets.  As of the Execution Date, Seller is not aware of any occurrence or incident that could reasonably be expected to give rise to a claim for insurance by Seller or any of its Affiliates under any “claims made” insurance policy that has not been reported to the primary carrier and, if applicable, excess carrier issuing any such policy.

(b)Seller and its Affiliates have paid all premiums due and, to the Knowledge of Seller, have otherwise performed all of their respective material obligations under the insurance policies listed in Schedule 4.20 attached hereto, except to the extent that any failure to pay or perform thereunder could not reasonably be expected to constitute or result in a Material Adverse Effect.  Neither Seller nor any of its Affiliates has received any notice of cancellation or any other indication that any material insurance policy listed in Schedule 4.20 attached hereto is no longer in full force and effect or will not be renewed or that the issuer of any such policy is not willing or able to perform its obligations thereunder.  To the Knowledge of Seller, there is no material claim asserted by Seller or any of its Affiliates pending under the insurance policies listed in Schedule 4.20 attached hereto as to which coverage has been finally denied by the underwriters of any such policy or arrangement.

Section 4.21Transactions with Affiliates.

As of the Execution Date, no Material Contracts or material transactions relating to the Business, other than employment or consulting contracts, between any Employee, partner,

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limited partner, officer or director of Seller or any of their relatives, on the one hand, and Seller or any of its Affiliates, on the other hand, existed.

Section 4.22Knowledge of Westin.

At any time prior to the Closing, upon reasonable prior written notice to Seller, Buyer is free to meet and confer with Westin respecting the Business and the Westin Management Agreement, subject to the availability of Westin and Seller’s right to attend all such meetings and conferences; provided, however, Seller’s attendance shall not be a condition to Buyer’s right to any such meeting or conference if Seller has received from Buyer reasonable prior written notice of such meeting or conference, together with the full agenda for such meeting or conference.

Section 4.23Knowledge of Troon.

At any time prior to the Closing, upon reasonable prior written notice to Seller, Buyer is free to meet and confer with Troon respecting the Business and the Troon Management Agreement, subject to the availability of Troon and Seller’s right to attend all such meetings and conferences; provided, however, Seller’s attendance shall not be a condition to Buyer’s right to any such meeting or conference if Seller has received from Buyer reasonable prior written notice of such meeting or conference, together with the full agenda for such meeting or conference.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer and Buyer’s Guarantor, if any, represent and warrant to GTA, Seller, Parent, Holding Company, Condo Owner and Management Company that all of the statements contained in this Article 5 are true and correct as of the Execution Date, and will be true and correct in all material respects as of the Closing Date as though made on the Closing Date.

Section 5.01Corporate Existence and Power.

Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction of formation, and is duly authorized to conduct the business in which it is engaged and to own and use the properties owned and used by it and has, in all material respects, all the permits required to carry on its business as now conducted.

Section 5.02Corporate Authorization.

The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby by Buyer are within the corporate powers of Buyer and have been duly authorized by all necessary corporate action on the part of Buyer.  This Agreement has been duly executed and delivered by Buyer, and assuming the due authorization, execution and delivery by GTA, Seller, Parent, Holding Company, Condo Owner and Management Company, this Agreement constitutes a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as (i) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, moratorium or other similar applicable laws

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affecting the enforcement of creditors’ rights generally, and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 5.03Governmental Authorizations.

The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby require no material action by or in respect of, or material filing with, any Governmental Authority, except as set forth in Schedule 5.03 attached hereto.

Section 5.04Noncontravention.

The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby by Buyer do not and will not (i) violate any provision of the organizational documents of Buyer, (ii) assuming compliance with the matters referred to in Section 5.03 hereof, violate any applicable law, rule, regulation, judgment, injunction, order or decree, or agreement with or condition imposed by any Governmental Authority, (iii) require any approval or consent or other action by any Person under, constitute a default under (or with notice, lapse of time, or both would result in such a breach or default), or give rise to any right of termination, material amendment, cancellation or acceleration of any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under any provision of any agreement or other instrument binding upon Buyer, (iv) result in the creation or imposition of any lien on any Acquired Asset after the Closing Date, or (v) result in a breach or violation of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment or a revocation of, any permit to be utilized in the operation of the Business after the Closing Date.

Section 5.05Financing.

As of the expiration of the Due Diligence Period, Buyer shall provide Seller with evidence of Buyer’s efforts and progress with respect to securing the financing necessary to consummate the transactions contemplated by this Agreement and any ancillary agreements to which Buyer shall be a party.  As of the Closing, Buyer shall have sufficient unrestricted funds available or committed lines of credit or other financing necessary to consummate the transactions contemplated by this Agreement and any ancillary agreements to which Buyer shall be a party.  There shall be no financing contingency for the benefit of Buyer.  Notwithstanding anything to the contrary set forth in this Agreement, the parties acknowledge and agree that it shall not be a condition to the obligations of Buyer to consummate the transactions contemplated hereby that Buyer have sufficient funds for payment of the Purchase Price and any adjustments thereto.

Section 5.06Finders’ Fees.

There is no investment banker, broker, finder, financial advisor or other intermediary which is or might be entitled to any fee, commission or compensation from, or which has been retained by or is authorized to act on behalf of, Buyer or any of its Affiliates in connection with any of the transactions contemplated by this Agreement.  In the event of any claims by any investment banker, broker, finder, financial advisor or other intermediary which is or might be

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entitled to any fee, commission or compensation from, or which has been retained by or is authorized to act on behalf of, Buyer or any of its Affiliates in connection with any of the transactions contemplated by this Agreement, Buyer shall indemnify, defend and hold Seller and its Affiliates harmless from and against all such claims, losses, costs or expenses, including, without limitation, reasonably attorneys’ fees, arising as a result thereof.

Section 5.07No Undisclosed Liabilities.

Neither Buyer nor any Affiliate of Buyer has any material liabilities arising out of or relating to Buyer’s business, other than:

(a)liabilities disclosed in Schedule 5.07 attached hereto; and

(b)liabilities incurred in connection with the terms of this Agreement which do not and will not materially impair the ability of Buyer to perform any of its respective obligations under this Agreement.

Section 5.08Litigation.

Except as disclosed in Schedule 5.08 attached hereto, there is no action, suit, investigation, inquiry, arbitration, claim or proceeding pending against or affecting, or, to the Knowledge of Buyer, threatened against or affecting, its business or assets before or by any court or administrative agency or arbitrator or any Governmental Authority, which may have a material adverse effect on the Buyer, or which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement and, to the Knowledge of Buyer, there is no basis for any such action, suit, investigation, arbitration, claim or proceeding.  Except as otherwise set forth in this Agreement, Buyer is not subject to any judgment order or decree which may have a material adverse effect on the Acquired Assets or the ability of the Business to acquire any property or conduct its business in any area after the Closing Date, or an adverse effect on the ability of Buyer to consummate this Agreement or any of the transactions contemplated hereby.

Section 5.09Compliance with Laws, Court Orders and Permits.

Buyer has complied, and will continue to comply, in a timely manner and in all material respects, with all laws, rules and regulations, ordinances, judgments, decrees, orders, writs and injunctions of all United States federal, state, local and foreign governments and agencies thereof that will affect the business, properties, operations or assets of Buyer or any of the Acquired Assets after the Closing Date and, to the Knowledge of Buyer, there are no circumstances that, if not remedied or modified, would prevent or materially interfere with such compliance.

Section 5.10No Liability Under Confidential Information Memorandum.

No statement in the Confidential Information Memorandum, any other document provided to Buyer or any of its agents or representatives by Houlihan Lokey or any of its Affiliates or any other document provided or made available as a part of the Due Diligence Materials or Property Information constitutes a representation, warranty or covenant of GTA, Seller, Parent, Holding Company, Condo Owner, Management Company or any of their

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Affiliates or any other Person.  Neither the Confidential Information Memorandum, any other document provided to Buyer by Houlihan Lokey or any of its Affiliates or any other document provided or made available as a part of the Due Diligence Materials or Property Information nor any statement therein may result in a breach or default by GTA, Seller, Parent, Holding Company, Condo Owner or Management Company pursuant to this Agreement or the transactions contemplated hereby.  Seller’s and Parent’s express representations and warranties set forth in this Agreement are qualified in their entirety by the Due Diligence Materials and the Property Information.

Section 5.11As-Is Sale; Release.

(a)Seller Disclaimer.  Other than as specifically set forth in this Agreement, each of the Seller Parties hereby disclaims the making of any representations or warranties, express or implied, regarding the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof or any matters affecting the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, including, without limitation, the physical condition of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, title to or boundaries of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, pest control, soil conditions, hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use or zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns and all other information pertaining to the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof.  Moreover, Buyer acknowledges that (i) Buyer is a sophisticated investor, knowledgeable and experienced in the financial and business risks attendant with an investment in real property and capable of evaluating the merits and risks of entering into this Agreement and acquiring the Acquired Assets, Assumed Liabilities, Business and Real Property, (ii) except with respect to the representations and warranties expressly contained in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, Buyer has entered into this Agreement with the intention of making and relying upon its own, or its experts’, investigation of the physical, environmental, economic, and legal condition of the Acquired Assets, Assumed Liabilities, Business and Real Property or any part thereof, including, without limitation, any mechanical, electrical, HVAC, life support, fire safety, fire control and other systems, and all documents relating to the leasing, management and operation of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, the compliance of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof with all authorizations of any Governmental Authority and other governmental laws, rules and regulations and the operation of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, (iii) Buyer is not relying upon any representation or warranty, other than as expressly set forth in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, made by any of the Seller Parties or anyone acting or claiming to act on their behalf concerning the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, and (iv) except with respect to the representations and warranties of Seller expressly set forth in this Agreement and in the certificates or other writing delivered by Seller pursuant to Article 10 hereof, Buyer has not relied on, or been induced to enter into this Agreement or any transaction contemplated herein by, any duty, obligation or responsibility on the part of any of the Seller Parties to disclose any fact or circumstance relating to the Acquired Assets, Assumed Liabilities, Business or Real Property or

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any part thereof.  Buyer further acknowledges that it has not received from any of the Seller Parties any accounting, tax, legal, securities, architectural, engineering, property management, real property or any other advice with respect to the transactions contemplated by this Agreement and is relying solely upon the advice of Buyer’s own accounting, tax, legal, securities, architectural, engineering, property management, real property and other advisors with respect to the transactions contemplated by this Agreement.  Except as otherwise expressly set forth in this Agreement and in the certificates or other writings delivered by Seller pursuant to Article 10 hereof, and except as otherwise provided in Section 5.11(c) hereof with respect to fraud claims, Buyer shall acquire the Acquired Assets, Assumed Liabilities, Business and Real Property and each part thereof “AS IS-WHERE IS” and with all faults on the Closing Date and assume the risk that adverse physical, environmental, economic or legal conditions may not have been revealed to Buyer.  Except with respect to a material breach of the representations and warranties expressly made by any of the Seller Parties in this Agreement and as otherwise provided in Section 5.11(c) hereof with respect to fraud claims, none of the Seller Parties shall have any liability of any kind or nature for any subsequently discovered defects in the physical condition of the Acquired Assets, Assumed Liabilities, Business or Real Property or any part thereof, whether such defects were latent or patent.  This Section 5.11(a) shall survive any Closing and any termination of this Agreement.

(b)Buyer Releases of Seller and Seller Affiliates.  Except as specifically set forth in this Agreement, at the expiration of the period for the survival of the same as more fully described herein, Buyer and its Affiliates and anyone claiming by, through or under them, each hereby fully and irrevocably releases each of the Seller Parties, and their respective officers, directors, employees, agents, consultants and other representatives (collectively, the “Seller Released Parties”), from any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, that it or they may then have against any of the Seller Released Parties for any cost, loss, liability, damage, expense, action or cause of action at law, in equity or otherwise, arising from or relating in any way to (i) the parcels or any of them, including, without limitation, any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, relating in any way to or arising under or in connection with any of the Leases or management agreements and/or any claim relating in any way to or arising from the physical or environmental condition of such parcels, the operation of such parcels and/or the repair or maintenance of such parcels, or arising from any breach of an express representation, warranty or covenant of Seller contained in this Agreement, except for claims arising from any breach of an express representation, warranty or covenant of Seller contained in this Agreement that expressly survives the Closing by the terms of this Agreement, or (ii) the partnership agreement of Seller, or any relationship of any of the Seller Released Parties with Buyer or any of its Affiliates, including, without limitation, as partners in Seller or any other relationship among any of the Seller Released Parties with Buyer and/or its Affiliates, whether as partners, co-members, shareholders or any other relationship, including, without limitation, any and all claims, whether known or unknown, foreseen or unforeseen, now existing or hereafter arising, that any such Seller Released Parties may have accrued as fiduciaries of Buyer or any of its Affiliates, or arising in any manner whatsoever; provided, however, that this release shall no longer be effective if this Agreement is terminated and (A) a court of competent jurisdiction determines on a final, non-appealable basis that Seller materially breached this Agreement, (B) Buyer’s closing conditions set forth in Article 10 hereof have not been satisfied or waived by Buyer, or (C) Seller’s closing conditions set forth in Article 10 hereof have not

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been satisfied or waived by Seller.  Buyer and its Affiliates further agree that the releases hereunder shall be given full force and effect according to each of their express terms and provisions, including, without limitation, any unknown and suspected claims, damages and causes of action.  Notwithstanding any provisions at law or by statute pertaining to releases and waivers of claims, the releases contained herein shall each constitute a full release in accordance with its terms.  Buyer and its Affiliates hereby knowingly and voluntarily waive any and all statutes, laws, rules and/or regulations that in any way would otherwise limit, restrict or nullify the effect of the releases and waivers contained herein, and acknowledge that each release and waiver contained herein is an essential and material term of this Agreement, and without such release or waiver this Agreement would not have been entered into by Seller.  Buyer and its Affiliates hereby respectively represent and warrant that they have been advised by their legal counsel or have had the opportunity to obtain advice of legal counsel of their choice, and understand and acknowledge the significance of the releases and waivers contained herein and the specific waiver of any and all statutes, laws, rules and/or regulations that in any way would otherwise limit, restrict or nullify the effect of any release or waiver contained herein.  This Section 5.11(b) shall survive any Closing and any termination of this Agreement.

(c)No Fraud Waiver.  Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, this Section 5.11(c), in no event shall Buyer or Seller or any of their Affiliates waive hereby, or be deemed to have waived hereby, any right, claim or cause of action that Buyer or Seller or any of their Affiliates may have or assert against the other or any of its Affiliates relating to active fraud, and the waivers in this Agreement shall not be deemed to waive or absolve Seller or Buyer or any of their Affiliates from any liability for the active fraud of Seller.

ARTICLE 6

COVENANTS OF SELLER AND PARENT

Section 6.01Conduct of the Business.

(a)Between the Execution Date and the Closing Date, except as set forth in this Agreement, to the extent permitted under the Westin Management Agreement and the Troon Management Agreement, GTA, Seller, Parent, Holding Company, Condo Owner and Management Company shall use commercially reasonable efforts to (i) operate and preserve the Business in the ordinary course of business on a basis generally consistent with past practice, (ii) preserve the goodwill of suppliers and service providers with respect to the Business, (iii) maintain the books, records and accounts of the Business in the usual, regular and ordinary course of business generally consistent with past practice, (iv) enforce all Contracts to be assigned to and assumed by Buyer in the ordinary course of business generally consistent with past practice (provided, however, Seller shall not be obligated to commence any litigation or terminate any such Contracts), and (v) maintain the Real Property (subject to normal wear and tear) generally consistent with past practice; provided, however, that GTA, Seller, Parent, Holding Company, Condo Owner and Management Company shall not be required to make or commit to make any capital improvements, repairs or replacements to the Acquired Assets, except improvements, repairs or replacements that GTA, Seller, Parent, Holding Company, Condo Owner or Management Company reasonably determines to be of an emergency nature.

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Between the Execution Date and the Closing Date, neither GTA, Seller, Parent, Holding Company, Condo Owner, Management Company nor any of their Affiliates shall enter into any new lease affecting the Owned Real Property, or modify any existing Lease, without first obtaining the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed; provided, however, that Seller may enter into any Innisbrook 2006 Rental Pool Annual Lease Agreement in the form set forth in Exhibit 6.01 attached hereto without the prior written consent of Buyer.  Between the Execution Date and the Closing Date, neither GTA, Seller, Parent, Holding Company, Condo Owner, Management Company nor any of their Affiliates shall enter into any new contracts or agreements not in the ordinary course of business affecting the Business or the Owned Real Property, or modify any of the existing Contracts other than in the ordinary course of business; provided, however, that GTA, Seller, Parent, Holding Company, Condo Owner, Management Company and their Affiliates may enter or modify any contracts or agreements that may be terminated upon not more than thirty (30) days’ notice without payment of a penalty.

(b)After the expiration of the Due Diligence Period, except in the case of emergencies and capital expenditures committed prior to the expiration of the Due Diligence Period, Seller shall notify Buyer in writing of any capital expenditure of a non-emergency nature that GTA, Seller, Parent, Holding Company, Condo Owner, Management Company or any of their Affiliates propose to make relating to the Acquired Assets.  Within three (3) Business Days of Buyer’s receipt of such notice, Buyer shall, pursuant to a written notice to Seller, consent or reasonably withhold its consent to such capital expenditure.  In the event Buyer does not furnish Seller with written notice pursuant to this Section 6.01(b), Buyer shall be deemed to have consented to the applicable capital expenditure and the obligations of Seller thereunder shall be assumed by Buyer at the Closing.  In the event Buyer reasonably withholds its consent by written notice to Seller pursuant to this Section 6.01(b), Seller shall not make the applicable capital expenditure.

Section 6.02Access to Information.

From the Execution Date until the Closing Date, and otherwise subject to the limitations, restrictions and exceptions provided in Sections 2.08(c) hereof, upon reasonable notice, Seller shall (i) make available to Buyer reasonable access to the books and records of Seller related to the Acquired Assets and Assumed Liabilities; (ii) make available to Buyer such financial and operating data and other information relating to the Business as Buyer may reasonably request and Seller may have, (iii) to the extent not otherwise available under this Section 6.02, allow Buyer reasonable access to Seller’s senior executive officers for Buyer’s reasonable investigation of the Business, and (iv) abide by the terms set forth in Section 2.08 hereof; provided, however, that any such access or furnishing of information shall be conducted during normal business hours upon reasonable notice to Seller, under the supervision of Seller’s personnel or designees in such a manner as to not unreasonably interfere with the conduct of the Business or the normal operations of Seller or any of its Affiliates and at Buyer’s sole cost and expense, except that Buyer shall not compensate Seller for any payment made by Seller for the time or reasonable travel, lodging or meal expenses of Seller’s executives, employees, agents or representatives in relation thereof.  Notwithstanding anything to the contrary in this Agreement, Seller shall not be required at any time to disclose any information to Buyer (1) that is, in Seller’s sole discretion, confidential, including, without limitation, any information regarding other bids, bidders or

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analysis or advice with respect thereto, or (2) if such disclosure would (A) in Seller’s sole discretion jeopardize any applicable privilege, including attorney-client privilege or work-product privilege, or (B) contravene any duty imposed by applicable laws.

Section 6.03Estoppel Certificates.

(a)Within three (3) Business Days after the Execution Date, Seller shall request of each landlord under each Lease that an executed copy of any estoppel certificate that is an obligation pursuant to the terms of the applicable Lease be delivered to Buyer prior to expiration of the Due Diligence Period.  In the event that any or all landlords under any Lease do not provide such certificates under this Section 6.03(a), such event shall not in any way constitute a breach of this Agreement by Seller or any of its Affiliates.

(b)Within three (3) Business Days after the Execution Date, Seller shall request of Westin that an executed copy of the Westin Estoppel Certificate be delivered by Westin to Buyer prior to expiration of the Due Diligence Period.  In the event that Westin does not provide the Westin Estoppel Certificate to Buyer or to Seller as provided under this Section 6.03(b) for any reason, such event shall not in any way constitute a breach of this Agreement by Seller or any of its Affiliates.

(c)Within three (3) Business Days after the Execution Date, Seller shall request of Troon that an executed copy of the Troon Estoppel Certificate be delivered by Troon to Buyer prior to expiration of the Due Diligence Period.  In the event that Troon does not provide the Troon Estoppel Certificate to Buyer or to Seller as provided under this Section 6.03(c) for any reason, such event shall not in any way constitute a breach of this Agreement by Seller or any of its Affiliates.

Section 6.04Condo Association Approval.

Within three (3) Business Days after the Execution Date, Condo Owner shall notify Condo Association, pursuant to Section 11.2(a)(i) of the Declaration of Condominium, of its intention to sell the Condo Property to Buyer and shall request that Condo Association approve such sale.  Pursuant to Section 11.2(b)(i) of the Declaration of Condominium, Condominium Association has thirty (30) days after receipt of such notice from Condo Owner to approve or disapprove the sale of the Condo Property.  In the event that Condominium Association has not approved the sale of the Condo Property prior to the Closing Date, Seller and Buyer shall (i) close all of the transactions contemplated by this Agreement, other than the purchase and sale of the Condo Property, on the Closing Date with a reduction of One Million Four Hundred Seventy-Seven Thousand Dollars ($1,477,000) in the Purchase Price (such reduction amount, the “Condo Property Purchase Price”) and (ii) close the purchase and sale of the Condo Property separately from the other Acquired Assets (the “Separate Condo Closing”).  In the event of a Separate Condo Closing, the closing of the purchase and sale of the Condo Property and the payment of the Condo Property Purchase Price by Buyer to Seller shall take place at 10:00 a.m. (Eastern time) at the offices of O’Melveny & Myers LLP, Times Square Tower, 7 Times Square, New York, New York, on the third Business Day immediately following receipt of the Condominium Association’s approval, if any, of the sale of the Condo Property to Buyer.  In the event that Condominium Association does not approve the sale of the Condo Property, such

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event shall not in any way constitute a breach of this Agreement by Seller, Condo Owner or any of their Affiliates and the balance of the transaction for the purchase and sale of the Acquired Assets, other than the Condo Property, shall continue to occur on the Closing Date.

Section 6.05Approval of GTA Board of Directors.

The GTA Board of Directors approved this Agreement and the transactions contemplated hereby (the “Initial Board Approval”), subject to the GTA Board of Director’s receipt of a fairness opinion, in a form satisfactory to the GTA Board of Directors in their sole discretion, from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. concluding that the transactions contemplated by this Agreement are fair to Seller from a financial point of view (the “Fairness Opinion”).  Within two (2) Business Days after the expiration of the Due Diligence Period and the deposit of the Deposit Amount with Escrow Agent, Seller (i) shall cause Houlihan Lokey Howard & Zukin Financial Advisors, Inc. to deliver the Fairness Opinion and (ii) shall submit the Fairness Opinion to the GTA Board of Directors for its consideration.  Seller shall advise Buyer of the GTA Board of Director’s determination (whether it is an approval or a disapproval thereof) within one (1) Business Day thereafter (such approval of the GTA Board of Directors, if any, the “Final Board Approval”).  In the event Seller does not obtain the Final Board Approval within the aforesaid time period, and Buyer is not in material breach under this Agreement, this Agreement shall automatically terminate and Seller shall pay to Buyer the Termination Fee (as defined below).  Seller’s failure to obtain any approval of the GTA Board of Directors, including, without limitation, the Final Board Approval, shall not constitute a breach of this Agreement by Seller or any of its Affiliates and Buyer shall have no claim against Seller or any of its Affiliates in the event thereof, or any right, title or interest in the Business, the Acquired Assets or the Real Property, other than to the payment of the Termination Fee in the case of the Final Board Approval provided that Buyer is not in material breach of this Agreement.

Section 6.06Disclosure Supplements.

Prior to the Closing, Seller shall supplement or amend the schedules attached hereto from time to time with respect to any material matter, condition or occurrence to the Knowledge of Seller or Parent arising after the Execution Date which, if existing at, or occurring prior to or on, the Execution Date, would have been required to be set forth or described by Seller or Parent in the schedules attached hereto.  All such supplements or amendments, if any, shall be deemed to cure any breach of and/or modify (i) any representation or warranty made in this Agreement by Seller or Parent, and (ii) any covenants of Seller or Parent set forth in this Agreement.

Section 6.07No Solicitation.

(a)GTA, Seller, Parent, Condo Owner, Holding Company and Management Company shall not, nor shall they authorize or permit any of their Affiliates, directors or officers to, and shall use their commercially reasonable efforts to cause any director, employee, investment banker, financial advisor, attorney, accountant or other representative retained by them or any of their Affiliates not to, directly or indirectly, (i) solicit, initiate, knowingly encourage or knowingly take any other action designed to facilitate any inquiries or the making of any proposal that constitutes an Acquisition Proposal (as defined below), (ii) participate in any negotiations or discussions regarding, or furnish to any Person any nonpublic information with

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respect to, any Acquisition Proposal, (iii) approve, endorse or recommend any Acquisition Proposal, or (iv) enter into any letter of intent or similar document or any contract, agreement or commitment accepting any Acquisition Proposal or relating to any Acquisition Proposal (other than a confidentiality agreement entered into with a party making an Acquisition Proposal contemplated by clause (x) below); provided, however, that if, at any time prior to the Closing (the “Applicable Period”), GTA, Seller, Parent, Condo Owner, Holding Company or Management Company receives a bona fide Acquisition Proposal that did not result from a breach of this Section 6.07(a), and the Board of Directors of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company determines in good faith (A) that such Acquisition Proposal may result in a Superior Proposal (as defined below), and (B) that failure to do so may result in a breach of such Board of Directors’ fiduciary obligations under applicable law, GTA, Seller, Parent, Condo Owner, Holding Company or Management Company may (x) furnish information with respect to the Acquired Assets to the Person making such Acquisition Proposal (and its representatives) pursuant to a confidentiality agreement containing terms no less favorable to the interests of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company than those set forth in the Confidentiality Agreement (such confidentiality agreement may allow such party to submit to GTA, Seller, Parent, Condo Owner, Holding Company or Management Company a proposal or offer relating to a transaction; provided, however, that such confidentiality agreement shall not in any way restrict GTA, Seller, Parent, Condo Owner, Holding Company or Management Company from complying with their disclosure obligations under this Agreement, including with respect to such Acquisition Proposal) and (y) participate in discussions or negotiations regarding such Acquisition Proposal.  For purposes of this Agreement, “Acquisition Proposal” means any bona fide inquiry, proposal, request or offer from any third party relating to (i) any direct or indirect acquisition or purchase of the Acquired Assets that constitutes ten percent (10%) or more of the net value of the Acquired Assets taken as a whole, or (ii) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving GTA, Seller, Parent, Condo Owner, Holding Company or Management Company.

(b)Except as expressly permitted by this Section 6.07, neither the Board of Directors of GTA, Seller, Parent, Condo Owner, Holding Company nor Management Company nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Buyer, the approval or recommendation by such Board of Directors or such committee of this Agreement or Buyer’s purchase of the Acquired Assets, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause Seller to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, an “Acquisition Agreement”) related to any Acquisition Proposal.

(c)Notwithstanding the foregoing, in response to an Acquisition Proposal that did not otherwise result from a breach of Section 6.07(a) or 6.07(b) hereof, during the Applicable Period, the Board of Directors of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company may, if it determines in good faith that the failure to take such action may result in a breach of such Board of Directors’ fiduciary obligations under applicable law, (A) withdraw or modify, or propose publicly to withdraw or modify, the approval or recommendation by such Board of Directors or any committee thereof of this Agreement or Buyer’s purchase of the Acquired Assets, (B) approve or recommend, or propose to approve or

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recommend, such Superior Proposal (any of the foregoing actions contemplated by clause (A) or (B), a “Change of Recommendation”), or (C) terminate this Agreement pursuant to Section 12.01(h) hereof, but only after:

(i)such Board of Directors has determined in good faith that such Acquisition Proposal constitutes a Superior Proposal;

(ii)Seller or Parent shall have delivered to Buyer written notice at least one (1) Business Day prior to publicly effecting such Change of Recommendation or terminating this Agreement which shall state expressly (1) that GTA, Seller, Parent, Condo Owner, Holding Company or Management Company has received a Superior Proposal, (2) the material terms and conditions of the Superior Proposal, and (3) that GTA, Seller, Parent, Condo Owner, Holding Company or Management Company intends to effect a Change of Recommendation or terminate this Agreement if Buyer does not, within five (5) Business Days of receipt of the written notice delivered pursuant to this Section 6.07(c)(ii), unequivocally confirm in writing, in a manner reasonably satisfactory to Seller, that Buyer shall (A) modify and amend the terms of the transactions contemplated by this Agreement in a manner and on terms which the Board of Directors determines is more favorable than the Superior Proposal, and, (B) if prior to the expiration of the Due Diligence Period: (x) waive Buyer’s rights pursuant to Section 2.08(f) hereof, (y) cause CWYP to deposit the Original Deposit Amount with Escrow Agent, and (z) acknowledge without qualification or condition that the Deposit Amount shall become non-refundable to Buyer upon Seller’s disapproval of the Superior Proposal and shall be delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event that this Agreement is terminated for any reason other than as otherwise expressly provided in this Agreement; provided, however, that in no event shall Seller be obligated to provide the name of the Person offering the Superior Proposal or any Acquisition Proposal to Buyer; and

(iii)Buyer does not, within five (5) Business Days of receipt of the written notice delivered pursuant to Section 6.07(c)(ii) hereof, unequivocally confirm in writing, in a manner reasonably satisfactory to Seller, that Buyer shall (A) modify and amend the terms of the transactions contemplated by this Agreement in a manner and on terms which the Board of Directors determines is more favorable than the Superior Proposal, and, (B) if prior to expiration of the Due Diligence Period: (x) waive Buyer’s rights pursuant to Section 2.08(f) hereof, (y) cause CWYP to deposit the Original Deposit Amount with Escrow Agent, and (z) acknowledge without qualification or condition that the Deposit Amount shall become non-refundable to Buyer upon Seller’s disapproval of the Superior Proposal and shall be delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event that this Agreement is terminated for any reason other than as otherwise expressly provided in this Agreement.

For purposes of this Agreement, “Superior Proposal” means any written bona fide offer made by a third party to acquire, directly or indirectly, pursuant to an asset purchase, merger, consolidation or other business combination, all or substantially all of the Acquired Assets, on terms that the Board of Directors of Seller, Parent, Condo Owner or Holding Company determines in good faith to be more favorable (taking into account (i) all financial

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considerations, including relevant legal, financial, regulatory and other aspects of such Acquisition Proposal and the transactions contemplated by this Agreement deemed relevant by the Board of Directors, (ii) the identity of the third party making such Acquisition Proposal, and (iii) the conditions and prospects for completion of such Acquisition Proposal) to its equity holders than the transactions contemplated by this Agreement (taking into account all of the terms of any proposal by Buyer to amend or modify the terms of the transactions contemplated by this Agreement).

(d)In addition to the obligations of GTA, Seller, Parent, Condo Owner, Holding Company and Management Company set forth in paragraphs (a) and (b) of this Section 6.07, GTA, Seller, Parent, Condo Owner, Holding Company or Management Company shall as promptly as practicable (i) advise Buyer of any Acquisition Proposal, (ii) advise Buyer of the principal terms and conditions of any Acquisition Proposal, and any changes thereto, that, in the determination of the Board of Directors of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company constitutes or is reasonably likely to lead to a Superior Proposal, (iii) provide Buyer with notice of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company’s intention to enter into negotiations with any third party with respect to an Acquisition Proposal, and (iv) contemporaneously with furnishing any nonpublic information with regard to GTA, Seller, Parent, Condo Owner, Holding Company or Management Company and its Affiliates to such third party, furnish such nonpublic information to Buyer (to the extent such nonpublic information has not been previously furnished to Buyer); provided, however, that in no event shall Seller be obligated to provide the name of the Person offering the Superior Proposal or any Acquisition Proposal to Buyer.

(e)Nothing contained in this Section 6.07 shall prohibit GTA, Seller, Parent, Condo Owner, Holding Company or Management Company (i) from taking and disclosing to its respective equity holders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to its equity holders if, in the good faith judgment of the Board of Directors of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company failure so to disclose would be inconsistent with the respective entity’s obligations under applicable law, including such Board of Directors’ duty of candor to its equity holders, or (ii) from taking actions permitted by Section 6.01 hereof.

(f)The parties hereto agree that irreparable damage would occur in the event that the provisions of this Section 6.07 were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed by the parties hereto that Buyer shall be entitled to seek an immediate injunction or injunctions, subject to proving the inadequacy of money damages as a remedy and the posting of a bond or other security, to prevent breaches of the provisions of this Section 6.07 and to enforce specifically the terms and provisions hereof in the United States District Court for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the State of Florida, this being in addition to any other remedy to which Buyer may be entitled at law or in equity.

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Section 6.08Conduct of GTA, Seller, Parent, Holding Company, Condo Owner and Management Company.

Except as otherwise provided in this Agreement, including, without limitation, Section 6.07 hereof, GTA, Seller, Parent, Holding Company, Management Company and Condo Owner shall not take, or agree or commit to take, any action that would (i) or is reasonably likely to result in, any of the conditions to the Closing set forth in Article 10 hereof not being satisfied, (ii) make any representation or warranty of Seller or Parent contained herein inaccurate in any material respect as of the Closing Date, (iii) materially impair the ability of Seller or Buyer to consummate the Closing in accordance with the terms of this Agreement, or (v) materially delay the consummation of the Closing in accordance with the terms of this Agreement.

Section 6.09GTA Mortgage.

On the Closing Date, Seller shall cause (i) the GTA Mortgage to be fully paid, satisfied, released and discharged with a portion of the Purchase Price from Buyer, and (ii) the Real Property secured thereby to be released from the lien of the GTA Mortgage.

ARTICLE 7

COVENANTS OF BUYER

Section 7.01Access.

(a)Buyer and its Affiliates shall, on and after the Closing Date, upon reasonable advance notice, afford GTA, Seller, Parent, Condo Owner, Holding Company and Management Company and their respective representatives and agents, at Seller’s sole cost and expense (except that Seller shall not compensate Buyer for any payment made by Buyer for the time or reasonable travel, lodging or meal expenses of Buyer’s executives, employees, agents or representatives in relation thereof), reasonable access during extended business hours (i.e., 7:00 a.m. to 10:00 p.m. (Eastern time)) and/or on weekends to Buyer and its Affiliates’ properties, books, records, employees and auditors, including, without limitation, the Acquired Assets transferred pursuant to Section 2.01(g) hereof, to the extent reasonably necessary to permit GTA, Seller, Parent, Condo Owner, Holding Company or Management Company and their respective representatives and agents to determine any matter relating (i) to GTA’s, Seller’s, Parent’s, Condo Owner’s, Holding Company’s, Management Company’s or any of their Affiliates’ rights and obligations hereunder, (ii) to GTA’s, Seller’s, Parent’s, Condo Owner’s, Holding Company’s, Management Company’s or any of their Affiliate’s obligations to any Governmental Authority, including, without limitation, any filings or reports to be made with the Internal Revenue Service of the United States or the Securities and Exchange Commission (including, without limitation, GTA’s and Seller’s quarterly reports on Form 10-Q for the quarter ended September 30, 2005 and GTA’s and Seller’s annual reports on Form 10-K for the year ended December 31, 2005), (iii) to any period ending on or prior to the Closing Date with respect to the Business, or (iv) to any litigation, arbitration proceeding or claim relating to the Acquired Assets or the Business in which GTA, Seller, Parent, Condo Owner, Holding Company, Management Company or any of their Affiliates are involved.  Any such access by GTA, Seller, Parent, Condo Owner, Holding Company, Management Company or any of their respective

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representatives and agents shall (x) not unreasonably interfere with the conduct of the Business by Buyer or the conduct of any other business of Buyer, (y) be performed in an adequate place to work specified by Buyer, and (z) be subject to Buyer’s right to have a representative or agent present at all times; provided, however, Buyer’s presence shall not be a condition to the access rights of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company pursuant to this Section 7.01.  Pursuant to Section 13.03 hereof, GTA, Seller, Parent, Condo Owner, Holding Company and Management Company shall hold, and shall use their commercially reasonable efforts to cause their officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose pursuant to court order, subpoena or other legal process (in which case GTA, Seller, Parent, Condo Owner, Holding Company or Management Company shall give Buyer written notice as soon as reasonably practicable upon receipt of the subpoena or court order prior to such disclosure), all confidential documents and information concerning the Business provided to them pursuant to this Section 7.01, except to the extent such documents were already in the possession of GTA, Seller, Parent, Condo Owner, Holding Company or Management Company or are in the public domain.

Section 7.02Plan of Liquidation.

Buyer, on behalf of itself and each of its Affiliates, hereby covenants and agrees that none of Buyer nor any of its Affiliates shall act or fail to act in any manner that adversely interferes with the Plan of Liquidation, including, without limitation, (i) casting any votes against any proposal submitted by GTA to its stockholders and (ii) without Seller’s prior written consent, communicating in any way with any stockholder of GTA or any partner of Parent prior to six (6) months after the Closing.

Section 7.03Conduct of Buyer.

Buyer shall neither:

(a)take, or agree to or commit to take, any action that would or is reasonably likely to result in any of the conditions to the Closing set forth in Article 10 hereof not being satisfied, or would make any representation or warranty of Buyer contained herein inaccurate in any respect at, or as of any time prior to, the Closing Date, or that would materially impair the ability of Seller or Buyer to consummate the Closing in accordance with the terms hereof or materially delay such consummation;

(b)take, or agree to or commit to take, any action that would or is reasonably likely to materially impact Seller’s or any of its Affiliate’s ability to sell the Acquired Assets to a third party in the event that the transactions contemplated by this Agreement are not consummated; nor

(c)enter into any agreement, contract, commitment or arrangement to do any of the foregoing, or in writing or otherwise agree, authorize, recommend, propose or announce an intention to do any of the foregoing.

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Section 7.04Notice of Changes in Original Deposit Amount.

From and after the Execution Date until the date, if any, that CWYP deposits the Original Deposit Amount with Escrow Agent, Buyer shall cause CWYP to hold the Original Deposit Amount solely and exclusively in accordance with the terms of that certain reliance letter from CWYP to Seller and Seller’s legal counsel, a copy of which is set forth as Exhibit 7.04 attached hereto.  Buyer acknowledges and agrees that Seller may rely thereon and Buyer shall issue no instructions to CWYP or any successor thereto inconsistent therewith.

Section 7.05Guarantee.

In the event a Person becomes party to this Agreement as Nominee pursuant to Section 8.09 hereof, Buyer’s Guarantor irrevocably and unconditionally guarantees the performance by Buyer of Buyer’s obligations under this Agreement, both prior to and following the Closing Date, if any.  CMI hereby acknowledges and understands that Seller is entering into this Agreement, including, without limitation, Section 8.09 hereof, in reliance on the covenant in this Section 7.05.

ARTICLE 8

COVENANTS OF BUYER, PARENT AND SELLER

Buyer, Parent and Seller agree that:

Section 8.01Efforts and Actions to Cause the Transactions Contemplated by this Agreement to Occur.

(a)Subject to the terms and conditions of this Agreement, Buyer, Parent and Seller shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with each other to do, all things reasonably necessary or desirable under applicable laws and regulations to consummate the transactions contemplated by this Agreement as promptly as reasonably practicable, including, without limitation, any obligations of any of their respective Affiliates under this Agreement.

(b)Seller, Parent and Buyer shall reasonably cooperate with one another in determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from any third party, in connection with the consummation of the transactions contemplated by this Agreement.  Seller, Parent and Buyer agree to take commercially reasonable actions necessary to obtain any required approvals, authorizations, consents, orders, licenses, permits, qualifications, exemptions or waivers by any third party or Governmental Authority.  If required, each party shall as promptly as reasonably practicable, in cooperation with the other parties, but at its own expense (except as otherwise provided in this Agreement, including, without limitation, Section 8.03 hereof), file any reports or notifications or furnish information and pay any fees that may be required to be paid by it under applicable law.

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(c)Prior to the Closing, Seller, Parent and Buyer shall promptly consult with the other party or parties hereto with respect to, provide any necessary information with respect to, and provide the other party or parties or their respective legal counsel with copies of, all filings made by such party with any Governmental Authority or any information supplied by such party or parties to any Governmental Authority in connection with this Agreement and the transactions contemplated hereby.  Each party hereto shall promptly provide the other parties with copies of any written communication received by such party from any Governmental Authority regarding this Agreement or any of the transactions contemplated hereby.

(d)Seller and Parent shall reasonably cooperate with Buyer to transfer any liquor licenses in the name of the Resort to Buyer, including execution of a right of occupancy and management agreement substantially in a form to be provided to Buyer during the Due Diligence Period; provided, however, that Buyer shall indemnify Seller and Parent for any and all taxes, fees and costs incurred by Seller, Parent or any of their Affiliates, including attorneys’ fees, in connection with such transfer.  Buyer shall be solely responsible for the process with respect to the transfer of any liquor licenses and shall indemnify, defend and hold Seller and its Affiliates harmless from and against all claims, losses, costs or expenses related to such transfer, including, without limitation, any interruption in the sale of liquor at the Resort.  Transfer of any liquor licenses shall not be a condition to Closing of either Buyer or Seller.

Section 8.02Notices of Certain Events.

From the Execution Date until the Closing Date, Seller and Parent, on the one hand, and Buyer, on the other hand, shall promptly, after becoming aware of the following, notify the other of:

(a)any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement;

(b)any notice or other communication from any Governmental Authority in connection with any of the transactions contemplated by this Agreement; and

(c)any event, transaction or circumstance that such party learns has caused or will cause any covenant or agreement of such party under this Agreement to be breached or that renders or will render untrue any representation or warranty of such party contained in this Agreement in each case so as to cause a condition to Closing not to be satisfied.

Section 8.03Transfer and Other Taxes.

All transfer, documentary, recording, sales, use, registration and other such Taxes, including all applicable real estate transfer Taxes, and related fees incurred in connection with any of the transactions contemplated by this Agreement shall be paid by Buyer; Parent, Seller and Buyer shall each prepare and file any Tax Returns required to be filed in connection with any of the transactions contemplated by this Agreement regardless of whether any Tax is required to be paid in connection with such filing, and Parent, Seller and Buyer shall cooperate with each other in the preparation, execution and filing of such Tax Returns.

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Section 8.04Escrow Fees.

Buyer and Seller shall each pay one half (½) of the customary escrow fees incurred by Escrow Agent with respect to the services of Escrow Agent under this Agreement.  Buyer shall be solely responsible to pay all fees and costs incurred by CWYP with respect to the services of CWYP performed in relation to the Original Deposit Amount.

Section 8.05Further Assurances.

Each party hereto shall reasonably cooperate with the other parties hereto, and execute and deliver, or use its commercially reasonable efforts to cause to be executed and delivered, all such other reasonable instruments, including instruments of conveyance, assignment and transfer, and to make all reasonable filings with and to obtain all reasonable consents, approvals or authorizations of any Governmental Authority or other regulatory authority or any other Person under any Permit, agreement or other instrument, and take all such other reasonable actions as such party may reasonably be requested to take by the other parties hereto from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the transactions contemplated hereby.

Section 8.06Transfers Not Effected as of the Closing.

Nothing in this Agreement shall be deemed to require the conveyance, assignment or transfer of any of the Acquired Assets or Assumed Liabilities that by the terms of such Acquired Asset or Assumed Liability or by operation of applicable law cannot be freely conveyed, assigned, transferred or assumed.  To the extent any party hereto has been unable to obtain any governmental or any third party consents or approvals required under applicable law for the transfer of any of the Acquired Assets or Assumed Liabilities, and to the extent not otherwise prohibited by the terms of any Acquired Asset or Assumed Liability, Seller and its Affiliates shall continue to be bound by the terms of such applicable Acquired Asset or Assumed Liability and Buyer shall pay, perform and discharge fully all of the obligations, to the extent such obligations are Assumed Liabilities, of Seller and its Affiliates thereunder from and after the Closing to the extent that the corresponding benefit is received.  Subject to and in accordance with Section 8.01 hereof and except as otherwise provided in Section 10.02(j) hereof, for not more than ninety (90) days following the Closing Date, each party hereto shall continue to use commercially reasonable efforts to obtain all such unobtained consents or approvals required to be obtained by it at the earliest reasonably practicable date.  If and when any such consents or approvals shall be obtained, Seller and its Affiliates shall promptly assign their rights and obligations thereunder and transfer any such Acquired Assets free and clear of all liens other than Permitted Liens to Buyer without payment of consideration and Buyer shall, without the payment of any consideration therefor, assume such rights and obligations to the extent such obligations are Assumed Liabilities.  The relevant party or parties shall execute such good and sufficient instruments as may be reasonably necessary to evidence such assignment and assumption.

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Section 8.07Certain Post-Closing Assistance.

On and after the Closing, and subject to Section 13.03 hereof, upon reasonable advance notice and during normal business hours, Seller and Buyer shall permit the other and its respective authorized representatives, to have access to and examine and make copies of all books and records relating to the Acquired Assets and Assumed Liabilities, including correspondence, memoranda, books of account, Tax records and the like for such purposes as required under this Agreement.

Section 8.08Litigation Arising After the Execution Date.

In the event litigation is commenced after the Execution Date in which Seller or any of its Affiliates is a named defendant, Seller shall have the right, in Seller’s sole discretion, to extend the Termination Date from time to time by no more than forty-five (45) days in the aggregate, provided that the Due Diligence Period has expired and Buyer is not in material breach of this Agreement.  By written notice, Seller may request Buyer’s consent to a further extension of the Termination Date from time to time for an additional one hundred thirty-five (135) days in the aggregate.  Within three (3) Business Days of Buyer’s receipt of such written notice from Seller, Buyer shall consent or reasonably withhold its consent to such additional extension by written notice to Seller.  If Buyer does not furnish Seller with the written notice contemplated in the immediately preceding sentence in the time and in the manner provided in this Section 8.08, Buyer shall be deemed to have consented to such additional extension.  Notwithstanding anything to the contrary in this Section 8.08, in the event litigation is commenced after the Execution Date in which Seller or any of its Affiliates is a named defendant, Seller may terminate this Agreement at any time, provided that Seller reimburses Buyer for reasonably and actually incurred and verifiable professional fees, not to exceed an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000), incurred in connection with this Agreement.

Section 8.09Nominee.

Prior to the expiration of the Due Diligence Period, any Person satisfying the definition of Nominee as set forth in Section 1.01 hereof may become the Nominee; provided, however, that such Person shall not become the Nominee unless and until such Person executes an assignment and assumption agreement by and among CMI, Nominee, GTA, Seller, Parent, Holding Company, Condo Owner and Management Company, and agreed as to Article 3 hereof by Escrow Agent, in a form approved by Seller whereby Nominee assumes all of the obligations of Buyer under this Agreement and Buyer and Nominee shall be jointly and severally liable to Seller and its Affiliates under this Agreement.

ARTICLE 9

EMPLOYEE BENEFITS MATTERS

Section 9.01Employee and Employee Benefit Matters.

(a)Prior to the Closing Date, Buyer shall make an offer of employment to each Employee other than those listed in Schedule 9.01 attached hereto, such employment to be effective as of the Closing Date.  Such offer shall be for employment at the same rate of base pay

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as is applicable at the Closing Date and with such other terms and conditions of employment, including, without limitation, employee benefits, as are determined by the Buyer in its sole discretion.  Those Employees who have been offered employment by Buyer and who accept such offers of employment shall be referred to herein as the “Transferred Employees”, and the parties hereto intend that there shall be continuity of employment following the Closing with respect to all Transferred Employees.  Following the Closing Date, Buyer shall, or, as applicable, shall cause its Subsidiaries or Affiliates, to, honor all obligations under any contracts, agreements, collective bargaining agreements, Plans (as such may be amended in accordance with this Agreement) and commitments of Seller and its Affiliates that exist on the Closing Date (or as established or amended in accordance with or as permitted by this Agreement) that apply to any Employee or former employee of Seller or any of its Affiliates; provided, however, that this undertaking is not intended to prevent Buyer from amending, modifying, suspending, revoking or terminating any such contract, agreement, collective bargaining agreement or commitment.  For the first seventy-five (75) days after the Closing, Buyer shall provide, or shall cause to be provided, to each Transferred Employee (exclusive of any Employees who are subject to a collective bargaining agreement) compensation and benefits from time to time that are no less favorable, in the aggregate, than the compensation and benefits provided to each such Transferred Employee immediately prior to the Closing.

(b)For the first seventy-five (75) days after the Closing, the Employees, other than Employees who are party to individual agreements providing for severance benefits, shall be eligible to receive severance benefits in amounts and on terms and conditions no less favorable than those provided to Employees pursuant to policies (severance benefit provisions contained in individual agreements with Employees may be used for purposes of determining comparability of severance policies) in effect immediately prior to the Closing.

(c)Subject to its obligations under applicable law and applicable collective bargaining agreements, Buyer and its Affiliates shall give credit under each of their respective employee benefit plans, programs and arrangements in which Employees participate to Employees for all service prior to the Closing with Seller or any of its Affiliates, or any predecessor employer to the extent that such credit was given under similar plans, programs and arrangements by Seller or any of its Affiliates for all purposes for which such service was taken into account or recognized by Seller or any of its Affiliates, but not (i) to the extent crediting such service would result in duplication of benefits, or (ii) for purposes of benefit accrual under any defined benefit pension plan.

(d)Buyer hereby agrees to pay, and to indemnify Seller from, (i) any and all termination or severance liability relating to any Employee with respect to any such liability incurred on or after the Closing Date, including, without limitation, any liability related to or arising out of WARN, the continuation coverage rules of Section 4980B of the Code and part 6 of Subtitle B of Title I of ERISA (“COBRA”), and any similar state or local laws with respect to the Employees, and (ii) any liability under any of the Plans.  Subject to Sections 2.05(f) and 2.07 hereof and except as provided in Section 2.03 or 2.04 hereof, Seller hereby agrees to pay, and to indemnify Buyer from, (x) any Liabilities relating to Employees with respect to any periods prior to the Closing, excluding any Liability payable after the Closing relating to or arising out of WARN or any similar state or local laws with respect to Employees, and (y) any Liability under any of the Plans with respect to any periods prior to the Closing.

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ARTICLE 10

CONDITIONS TO CLOSING

Section 10.01Conditions to Obligations of Buyer and Seller.

The obligations of Buyer and Seller to consummate the Closing are subject to the satisfaction or waiver by Buyer and Seller of the following conditions: (i) no statute, rule or regulation shall have been enacted or promulgated by any Governmental Authority which specifically prohibits the consummation of the Closing, and (ii) no judgment, decree, order or injunction of a court of competent jurisdiction sponsored by a Person other than Buyer or any of its Affiliates or Governmental Authority shall be in effect seeking to prohibit or prohibiting the consummation of the Closing.

Section 10.02Conditions to Obligation of Buyer.

The obligation of Buyer to consummate the Closing is subject to the satisfaction or waiver by Buyer of the following further conditions:

(a)Representations and Warranties; Covenants.  The representations and warranties of Seller and Parent contained in this Agreement and in any certificate executed by Seller or Parent pursuant to this Agreement shall be true and correct in all material respects as of the Execution Date and as of the Closing Date, as modified or amended from time to time pursuant to this Agreement, as though made on the Closing Date except (i) to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, (ii) for any failure of such representations and warranties to be true and correct that would not, either individually or in the aggregate, constitute a Material Adverse Effect, and (iii) to the extent such representations and warranties are qualified by the Due Diligence Materials and Property Information.  Seller and Parent shall have materially complied with all agreements and materially satisfied all conditions on their part to be performed or satisfied under this Agreement at or prior to the Closing.

(b)Officer’s Certificate and Certificate of General Partner.  Receipt of certificates, substantially in the form of Exhibit 10.02(b) attached hereto, executed by a duly authorized officer of each of Seller and GTA GP, Inc., the general partner of Parent, to the effect that the conditions set forth in Sections 10.02(a) hereof shall have been satisfied.

(c)Bill of Sale.  Receipt of a bill of sale and assignment, substantially in the form of Exhibit 10.02(c) attached hereto (the “Bill of Sale”), duly executed by Seller, which shall provide for the sale, transfer, assignment, conveyance and delivery of the Acquired Assets that are not Real Property to Buyer.

(d)Assignment and Assumption Agreements.  Receipt of the assignment and assumption agreements duly executed by Seller with respect to the assignable Material Contracts assumed by Buyer pursuant to this Agreement, substantially in the form of Exhibit 10.02(d) attached hereto (collectively, the “Assignment and Assumption Agreements”), which shall provide for the assumption of the Assumed Liabilities under each such Material Contract by Buyer.

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(e)Real Property.  Receipt of a duly executed special warranty deed with respect to the Innisbrook Real Property and the Condo Property, substantially in the form of Exhibit 10.02(e) attached hereto (collectively, the “Deeds”).

(f)Leases.  Receipt of the assignment and assumption agreements duly executed by Seller with respect to any Lease assumed by Buyer pursuant to this Agreement, substantially in the form of Exhibit 10.02(f) attached hereto (collectively, the “Lease Assignments”), which shall provide for the assumption of the Assumed Liabilities under each such Lease by Buyer.

(g)Title Insurance.  There shall have been issued and delivered to Buyer at Seller’s expense, from Chicago Title Insurance Company (the “Title Company”), a fee owner’s title insurance policy (each, a “Title Policy” and collectively, the “Title Insurance Policies”) with respect to the Innisbrook Real Property and the Condo Property in form and substance reasonably satisfactory to Buyer, together with endorsements reasonably requested by Buyer, in the aggregate amount of the Purchase Price, insuring Buyer and issued as of the Closing Date by the Title Company, showing Buyer to have fee simple title to the Innisbrook Real Property and the Condo Property, in each case subject only to Permitted Liens.  Buyer and Seller shall deliver to the Title Company any instruments, affidavits or indemnities required by the Title Company in connection with the issuance and delivery of the Title Insurance Policies.

(h)1445 Certificate.  Receipt of a duly executed valid certificate of non-foreign status of Parent in compliance with Section 1445 of the Code, substantially in the form of Exhibit 10.02(h) attached hereto.

(i)Consents.  Receipt or delivery of all Required Consents listed in Schedule 10.02(i) attached hereto.

(j)GH Securities Regulatory Approvals.

(i)Holding Company shall (i) have filed, or shall have caused GH Securities to file, an application for change of ownership with the NASD, and (ii) have diligently pursued, or caused GH Securities to diligently pursue, such application through all appropriate channels, including participating in any interviews requested by the NASD.  Holding Company shall have filed, or shall have caused GH Securities to file and diligently pursue, all applications and notifications relating to the change of ownership that may be required by the securities authorities of the State of Florida and any other state in which GH Securities is licensed as a securities broker and/or as a real estate broker.  Such applications and notifications need not be approved by the NASD or the applicable state securities authorities before the Closing.

(ii)In light of NASD Rule 1017, which requires that the application for change of ownership be filed no less than thirty (30) days before such change is effected, until the 31st day after the date on which such application is filed, title to the GH Securities Stock Interests shall remain in the name of Holding Company, notwithstanding the delivery of a stock certificate or other documentation respecting the GH Securities Stock Interests to Buyer at the Closing Date.

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(iii)Upon receipt of NASD approval of such change of ownership, which need not occur prior to the Closing, Holding Company shall deliver to Buyer letters of resignation from all officers and directors of GH Securities.

(iv)In the event that NASD approval of such change of ownership has not been obtained within nine (9) months of the Closing Date, Buyer shall have the right to require Holding Company to transfer the GH Securities Stock Interests for nominal consideration to any transferee designated by Buyer for a period of thirty (30) days, beginning at the end of nine (9) months after the Closing Date.

The foregoing conditions are for the sole benefit of Buyer and may be waived by Buyer, in whole or in part, at any time and from time to time in the sole discretion of Buyer.  The failure by Buyer at any time to exercise any of the foregoing rights shall be deemed a waiver of any such right.  Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, and cooperate with Seller, Holding Company and their Affiliates to do all things reasonably necessary or desirable to effect the receipt of NASD approval of the change of ownership of GH Securities contemplated in this Section 10.02(j).

(k)Condition of Acquired Assets and Business.  No Material Adverse Effect with respect to the Acquired Assets or the Business exists as of the Closing Date.

(l)Legal Opinion.  Seller shall cause Seller’s Maryland counsel to issue to Buyer a legal opinion as to GTA’s due authorization and execution of this Agreement.

Section 10.03Conditions to Obligation of Seller.

The obligation of Seller to consummate the Closing is subject to the satisfaction or waiver by Seller of the following further conditions:

(a)Representations and Warranties; Covenants.  The representations and warranties of Buyer and Buyer’s Guarantor, if any, contained in this Agreement and in any certificate executed by Buyer or Buyer’s Guarantor, if any, pursuant to this Agreement shall be true and correct in all material respects as of the date of the Execution Date and as of the Closing Date as though made on the Closing Date except (i) to the extent such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, and (ii) for any failure of such representations and warranties to be true and correct that would not, either individually or in the aggregate, constitute a Material Adverse Effect.  Buyer and Buyer’s Guarantor, if any, shall have materially complied with all agreements and materially satisfied all conditions on its part to be performed or satisfied under this Agreement at or prior to the Closing.

(b)Officer’s Certificates.  Receipt of certificates, substantially in the form of Exhibit 10.03(b) attached hereto, executed by a duly authorized officer of each of Buyer and Buyer’s Guarantor, if any, to the effect that the conditions set forth in Section 10.03(a) hereof have been satisfied.

(c)Bill of Sale.  Receipt of the Bill of Sale duly executed by Buyer.

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(d)Assignment and Assumption Agreements.  Receipt of the Assignment and Assumption Agreements duly executed by Buyer, including, without limitation, the Assignment and Assumption Agreements regarding the Rental Pool Agreement, the Troon Management Agreement and the Westin Management Agreement.

(e)Release Agreements.  Receipt of certain release agreements with respect to the Contracts, including, without limitation, the Rental Pool Agreement, the Troon Management Agreement and the Westin Management Agreement, substantially in the form of Exhibit 10.03(e) attached hereto (collectively, the “Release Agreements”), which shall provide for the release of Seller of the Assumed Liabilities under each such Contract by the relevant third party.

(f)Leases.  Receipt of the Lease Assignments duly executed by Buyer.

(g)Consents.  Receipt of all Required Consents listed in Schedule 10.03(g) attached hereto.

(h)Fairness Opinion.  Seller and Parent shall have received from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. a fairness opinion in a form satisfactory to the GTA Board of Directors in their sole discretion concluding that the transactions contemplated by this Agreement are fair to Seller from a financial point of view and Seller shall have received the Final Board Approval.

(i)Closing Transfer Amount.  Receipt of the Closing Transfer Amount in immediately available funds by wire transfer to an account of Seller with a bank designated by Seller, by notice to Buyer, which notice shall be delivered not later than two (2) Business Days prior to the Closing Date, or if not so designated, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount; provided, however, that the amount of funds to be delivered shall be reduced to the extent that Buyer is required to withhold any portion of the Purchase Price in respect of Taxes in any jurisdiction.

(j)Escrow Funds.  Buyer shall have delivered to Escrow Agent in immediately available same-day funds by wire transfer to an account of Escrow Agent designated by Escrow Agent any amounts required by this Agreement.

(k)Westin Termination Fee.  In the event Westin elects to terminate the Westin Management Agreement as a result of the sale of the Resort to Buyer, Buyer shall deliver to Westin the Westin Termination Fee without demand, deduction, offset of delay; provided, however, that Buyer’s payment of the Westin Termination Fee is not intended as between Buyer and Seller to constitute a waiver by Buyer of any rights Buyer may have under the Westin Management Agreement as assigned to and assumed by Buyer as of the Closing Date.  Buyer’s failure to pay the Westin Termination Fee, if any, to Westin in a timely manner shall be a material breach of this Agreement.

(l)Legal Opinion.  Buyer shall cause Buyer’s counsel to issue to Seller a legal opinion as to the due authorization and execution of CMI and Nominee, if any, of this Agreement.

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ARTICLE 11

SURVIVAL; INDEMNIFICATION

Section 11.01Survival.

The representations, warranties and covenants of the parties contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing until November 30, 2006, unless otherwise provided in this Agreement, at which point they shall automatically expire.

Section 11.02Indemnification.

(a)Subject to the other provisions of this Article 11, GTA, Seller and Parent, jointly and severally, hereby indemnify Buyer and its Affiliates (collectively, the “Buyer Parties”) against and agree to hold each of them harmless from any and all Damages incurred or suffered after the Closing by the Buyer Parties, or any of them, arising out of (i) any misrepresentation or breach of warranty by Seller or Parent, (ii) any breach of covenant or agreement made or to be performed by Seller or Parent pursuant to this Agreement, or (iii) any Retained Liability (collectively, the “GTA/Seller/Parent Indemnified Claims”); provided, however, that with respect to indemnification by GTA, Seller or Parent for any GTA/Seller/Parent Indemnified Claims, (1) GTA, Seller and Parent shall not be liable unless the aggregate amount of Damages with respect to such GTA/Seller/Parent Indemnified Claims exceeds One Hundred Seventy-Five Thousand Dollars ($175,000) and then from the first dollar after the first One Hundred Seventy-Five Thousand Dollars ($175,000) of such Damages, and (2) GTA’s, Seller’s and Parent’s aggregate maximum liability for all such GTA/Seller/Parent Indemnified Claims shall not exceed Three Million Dollars ($3,000,000).  Neither GTA, Seller nor Parent shall have any liability for matters for which Buyer received a Title Policy.

(b)Subject to the other provisions of this Article 11, Buyer and Buyer’s Guarantor, if any, hereby indemnify the Seller Parties against and agree to hold each of them harmless from any and all Damages incurred or suffered after the Closing by the Seller Parties, or any of them, arising out of (i) any misrepresentation or breach of warranty by Buyer or Buyer’s Guarantor, if any, (ii) any breach of covenant or agreement made or to be performed by Buyer or Buyer’s Guarantor, if any, pursuant to this Agreement, or (iii) any Assumed Liability (collectively, the “Buyer Indemnified Claims”); provided, however, that with respect to indemnification by Buyer or Buyer’s Guarantor, if any, for any Buyer Indemnified Claims, (1) Buyer and Buyer’s Guarantor, if any, shall not be liable unless the aggregate amount of Damages with respect to such Buyer Indemnified Claims exceeds One Hundred Seventy-Five Thousand Dollars ($175,000) and then from the first dollar after the first One Hundred Seventy-Five Thousand Dollars ($175,000) of such Damages, and (2) the aggregate maximum liability of Buyer and Buyer’s Guarantor, if any, for all such Buyer Indemnified Claims shall not exceed Three Million Dollars ($3,000,000), except that Buyer and Buyer’s Guarantor, if any, shall be liable for the full amount (such amounts, if any, not to count toward the Three Million Dollar ($3,000,000) aggregate maximum liability provided above in this Section 11.02(b)) of certain Buyer Indemnified Claims pursuant to clause (iii) of this Section 11.02(b), including all Liabilities arising from (A) the Westin Management Agreement, including, without limitation,

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Sections 4.4 and 4.7.2 therein, (B) the Troon Management Agreement, including, without limitation, Section 7.03 therein, (C) the Rental Pool Agreement, including, without limitation, liability for any payments to be made after the Closing Date to any lessor thereunder regarding certain completed refurbishments, and (D) the Loan Agreement dated as of July 15, 2004, by and between Elk Funding, L.L.C. and Parent, regarding a promissory note in the amount of Seven Hundred Thousand Dollars ($700,000) in the name of Parent.  Notwithstanding anything to the contrary set forth in this Agreement, any Liability of Buyer or Buyer’s Guarantor, if any, for any Assumed Liability shall terminate upon termination of such Assumed Liability by Buyer.

Section 11.03Procedures.

(a)The party seeking indemnification under Section 11.02 hereof (the “Indemnified Party”) agrees to give reasonably prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, an “Action”) in respect of which indemnity may be sought under Section 11.02 hereof and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request.  The parties hereby acknowledge and agree that the failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that (i) such failure results in a failure of actual notice to the Indemnifying Party and (ii) such Indemnifying Party is prejudiced as a result of such failure to give notice.

(b)The Indemnifying Party shall be entitled to participate in the defense of, investigation of, or corrective action required to be undertaken in response to, any Action asserted by a third party, including any Governmental Authority (a “Third Party Action”) and, subject to the limitations set forth in this Section 11.03 or in Section 11.04 hereof, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof.

(c)If the Indemnifying Party shall assume the control and cost of the defense of any Third Party Action in accordance with the provisions of this Section 11.03 or of Section 11.04 hereof, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, before entering into any settlement of such Third Party Action if the settlement does not provide for the unconditional written release of the Indemnified Party from any and all liabilities and obligations with respect to such Third Party Action or if the settlement imposes any form of relief other than monetary against the Indemnified Party and (ii) the Indemnified Party shall be entitled to participate in the defense of such Third Party Action and to employ separate legal counsel of its choice for such purpose.  The fees and expenses of such separate counsel shall be paid by the Indemnified Party, subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof.  In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of the Indemnifying Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified

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Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party subject to the “basket” and “cap”, if applicable, as described in Section 11.02 hereof, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld.

(d)Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Action, including any counterclaims filed by Seller, Parent or Buyer, and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.  This cooperation shall be provided without cost or expense of the other party other than reimbursement of out-of-pocket travel or similar expenses subject to Section 11.02 hereof.

(e)Each Indemnified Party shall use reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Damages payable under Section 11.02 hereof.

Section 11.04Additional Procedures.

(a)Except as required by law or to prevent injury to human health or the environment, no party to this Agreement shall, and each such party agrees to use commercially reasonable efforts to ensure that, its Affiliates do not, voluntarily or by discretionary action, accelerate the timing or increase the cost of any obligations of the other party under this Article 11.

(b)Any Damages payable by Seller or Parent pursuant to this Article 11 shall be paid first from Seller’s Escrow Amount.

Section 11.05Calculation of Damages.

The Indemnifying Party shall not be liable under Section 11.02 hereof for any Damages relating to any matter to the extent that the Indemnified Party had otherwise been compensated for such matter pursuant to the Purchase Price adjustment under Section 2.07 hereof.

Section 11.06Dispute Resolutions.

If the parties cannot resolve any claim for indemnification within thirty (30) days after the notification of such claim pursuant to Section 11.03 hereof, excluding any Third Party Action, the parties agree to settle such claim by arbitration in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association, as modified herein.  The place of arbitration shall be Tampa, Florida.  There shall be three neutral and impartial arbitrators and each arbitrator shall be a duly admitted and practicing attorney with at least ten (10) years experience as an attorney in the field of commercial law.  Seller and Buyer shall each appoint one arbitrator within fifteen (15) days after the commencement of the arbitration and the two arbitrators selected shall select the third arbitrator within fifteen (15) days

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of their appointment.  The arbitrators shall permit and facilitate such pre-hearing discovery and exchange of documents and information to which the parties in writing agree or that the arbitrators determine is relevant to the dispute between the parties and is appropriate taking into account the needs of the parties and desirability of making discovery expeditious and cost effective.  Any discovery permitted hereunder shall be completed within forty-five (45) days from the date on which the respondent(s) communicate(s) its or their answer(s) to the claimant(s).  The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16.  Judgment upon the award of the arbitrators may be entered in the United States District Court for the Middle District of Florida or any state court located in the 13th Judicial Circuit of the State of Florida, provided such court is a court of competent jurisdiction.  The decision of the arbitrators shall be binding and non-appealable.  Nothing herein shall justify, allow, excuse or give rise to any extension of the Closing Date or the parties’ obligations to close the transactions contemplated by this Agreement as of the Closing Date.  The cost of such arbitration shall be split equally and the parties shall be responsible for their own attorneys’ and other fees and expenses.

Section 11.07Effect of Investigation.

The right to indemnification, payment of Damages or other remedies based on any representation, warranty, covenant or obligation of Seller or Parent contained in or made pursuant to this Agreement shall not be affected by any investigation conducted with respect to, or any knowledge acquired or capable of being acquired at any time, whether before or after the Execution Date or the Closing Date, if any, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation.  The waiver of any condition to the obligation of Buyer to consummate the Closing, where such condition is based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, shall not affect the right to indemnification, payment of Damages or other remedy based on such representation, warranty, covenant or obligation.

Section 11.08Tax Treatment of Indemnification Payments.

Any indemnification payment made pursuant to this Article 11 shall be treated as an adjustment to the Purchase Price for Tax purposes.

ARTICLE 12

TERMINATION

Section 12.01Termination.

This Agreement may be terminated at any time prior to the Closing:

(a)by mutual written agreement of Seller and Buyer;

(b)by either Seller or Buyer, if the Closing shall not have been consummated on or before the Termination Date, so long as the terminating party is not in material breach of this Agreement and has not acted or failed to act in a manner which has prevented satisfaction of a condition to Closing;

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(c)by either Seller or Buyer, if consummation of the transactions contemplated hereby would violate any non-appealable final order, decree or judgment of any court or Governmental Authority having competent jurisdiction, or any Governmental Authority shall have adopted any applicable state, federal or foreign law arising after expiration of the Due Diligence Period specifically and permanently restraining, enjoining or otherwise prohibiting the transactions contemplated hereby;

(d)by Seller, so long as neither GTA, Seller, Parent, Holding Company, Condo Owner nor Management Company is then in material breach of its obligations under this Agreement, upon a material breach of any covenant or agreement on the part of Buyer or Buyer’s Guarantor, if any, set forth in this Agreement, or if any representation or warranty of Buyer or Buyer’s Guarantor, if any, shall have been or become untrue in a manner which could reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement; provided, however, that if any such breach is curable prior to the Termination Date by Buyer or Buyer’s Guarantor, if any, through the use of its commercially reasonable efforts, for so long as Buyer or Buyer’s Guarantor, if any, following written notice with respect to such breach from Seller, shall be using its commercially reasonable efforts to cure such breach, Seller may not terminate this Agreement pursuant to this Section 12.01(d) at any time prior to the Termination Date;

(e)by Buyer, so long as Buyer is not then in material breach of its obligations under this Agreement, upon a material breach of any covenant or agreement on the part of Seller set forth in this Agreement, or if any representation or warranty of Seller or Parent shall have been or become untrue in a manner which could reasonably be expected to prevent the consummation of the transactions contemplated by this Agreement; provided, however, that if any such breach is curable prior to the Termination Date by Seller or Parent through the use of their commercially reasonable efforts, for so long as Seller or Parent, following written notice with respect to such breach from Buyer, shall be using their commercially reasonable efforts to cure such breach, Buyer may not terminate this Agreement pursuant to this Section 12.01(e) at any time prior to the Termination Date;

(f)by Buyer, if Seller or any of its Affiliates shall have filed a voluntary petition under the United States Bankruptcy Code or becomes the subject of an involuntary petition in a case under the United States Bankruptcy Code, or otherwise seeks protection from its or their creditors or becomes voluntarily or involuntarily the subject of insolvency, liquidation, arrangement, receivership or similar case or proceeding under any law or regulation;

(g)by Seller, if Buyer or any of its Affiliates shall have filed a voluntary petition under the United States Bankruptcy Code or becomes the subject of an involuntary petition in a case under the United States Bankruptcy Code, or otherwise seeks protection from its or their creditors or becomes voluntarily or involuntarily the subject of insolvency, liquidation, arrangement, receivership or similar case or proceeding under any law or regulation;

(h)by Seller, pursuant to Section 6.07(c) hereof; provided, however, that in order for the termination of this Agreement pursuant to this Section 12.01(h) to be deemed effective, Seller shall have complied with Section 6.07 hereof;

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(i)by Buyer, in the event of a Change of Recommendation;

(j)by either Seller or Buyer, as provided in Section 2.08(e) hereof;

(k)by Seller, pursuant to Section 13.01 hereof;

(l)by Seller, pursuant to Section 8.08 hereof; or

(m)by Buyer, pursuant to Section 2.08(f) hereof.

The party desiring to terminate this Agreement pursuant to any of Sections 12.01(b) through 12.01(m) hereof shall promptly give written notice of such termination to the other party.

Section 12.02General Effect of Termination.

(a)If this Agreement is terminated pursuant to Section 12.01 hereof, (i) such termination shall be without liability of any party, or any stockholder, director, officer or employee of such party, to any other party to this Agreement, and (ii) this Agreement shall thereafter become void and have no effect, except as otherwise set forth in this Agreement.

(b)In the event that this Agreement is terminated after the expiration of the Due Diligence Period for any reason other than as set forth in this Section 12.02(b), Buyer shall be entitled to payment by Seller in the amount of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) (the “Termination Fee”) as Buyer’s sole remedy.  Notwithstanding the foregoing, Buyer shall not be entitled to payment of the Termination Fee in the event that:

(i)Seller and Buyer terminate this Agreement by mutual written agreement pursuant to Section 12.01(a) hereof;

(ii)Seller terminates this Agreement pursuant to (1) Section 12.01(b) hereof, (2) Section 12.01(c) hereof, (3) Section 12.01(d) hereof, (4) Section 12.01(g) hereof, (5) Section 12.01(j) hereof, (6) Section 12.01(k) hereof, or (7) Section 12.01(l) hereof; or

(iii)Buyer terminates this Agreement pursuant to (1) Section 12.01(c) hereof, (2) Section 12.01(j) hereof, or (3) Section 12.01(m) hereof.

(c)In the event that this Agreement is terminated after the expiration of the Due Diligence Period for any reason other than as set forth in this Section 12.02(c), Seller shall be entitled to payment of the Deposit Amount as liquidated damages hereunder.  Notwithstanding the foregoing, Seller shall not be entitled to payment of the Deposit Amount in the event that:

(i)Seller and Buyer terminate this Agreement by mutual written agreement pursuant to Section 12.01(a) hereof;

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(ii)Seller terminates this Agreement pursuant to (1) Section 12.01(c) hereof, (2) Section 12.01(h) hereof, (3) Section 12.01(j) hereof, (4) Section 12.01(k) hereof, or (5) Section 12.01(l) hereof; or

(iii)Buyer terminates this Agreement pursuant to (1) Section 12.01(b) hereof, (2) Section 12.01(c) hereof, (3) Section 12.01(e) hereof, (4) Section 12.01(f) hereof, (5) Section 12.01(i) hereof, (6) Section 12.01(j) hereof, or (7) Section 12.01(m) hereof.

(d)In the event that Seller shall be entitled to payment of the Deposit Amount, Escrow Agent shall deliver the Deposit Amount to Seller as liquidated damages hereunder without demand, deduction, offset or delay, and Buyer, on behalf of itself and its Affiliates, as applicable, hereby covenants and agrees to execute, acknowledge and deliver to Seller any and all instruments and documents requested by Seller in order to legally transfer such Deposit Amount to Seller and/or evidence such transfer.  ANY DEPOSIT AMOUNT PAID TO OR RETAINED BY SELLER AS LIQUIDATED DAMAGES UNDER THIS AGREEMENT SHALL, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, BE SELLER’S SOLE MONETARY REMEDY IF BUYER FAILS TO CLOSE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  THE PARTIES HERETO EXPRESSLY AGREE AND ACKNOWLEDGE THAT SELLER’S ACTUAL MONETARY DAMAGES IN SUCH EVENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO ASCERTAIN AND THAT THE LIQUIDATED DAMAGES (I.E., THE VALUE OF THE DEPOSIT AMOUNT) STATED ABOVE REPRESENT THE PARTIES’ REASONABLE ESTIMATE OF SUCH DAMAGES, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.  THE PAYMENT OF ANY SUCH DEPOSIT AMOUNT BY BUYER TO SELLER AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

ARTICLE 13

MISCELLANEOUS

Section 13.01Casualty and Condemnation; Risk of Loss.

(a)In the event that between the Execution Date and the Closing there is any Non-Material (as defined herein) loss or damage to the Acquired Assets, or any part thereof, resulting from casualty and any business interruption therefrom attributable to any acts or events occurring between the Execution Date and the Closing (a “Casualty Loss”), Seller shall not be deemed in breach of this Agreement, and, at Seller’s election, either (i) Seller shall at its cost and in a reasonable manner repair or replace such damaged Acquired Assets prior to the Closing, or (ii) Buyer shall accept such Acquired Assets in their then-current condition, with an abatement or reduction in the Purchase Price in an amount reasonably necessary to repair and restore such damaged Acquired Assets, less the amount of insurance proceeds to be received by Buyer with respect to such damage, and Buyer and Seller shall proceed with the Closing.  For purposes of completing any repairs or replacements under this Section 13.01, the Closing may be extended for a reasonable time to allow such repairs or replacements to be made by Seller.

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(b)In the event that between the Execution Date and the Closing, any Non-Material portion of the Acquired Assets is subject to a taking pursuant to the power of eminent domain, or any proposed sale in lieu thereof (in each case, a “Taking”), Seller shall not be deemed in breach of this Agreement and Buyer shall accept the Acquired Assets in their then-current condition and proceed with the Closing and Buyer shall be entitled to an assignment of all of Seller’s rights to any award in connection with such Taking.  In the event of any such Non-Material Taking, Seller shall not compromise, settle or adjust any claims to such award without Buyer’s prior written consent, which shall not be unreasonably withheld.

(c)For the purpose of this Section 13.01, a Casualty Loss or a Taking shall be deemed “Non-Material” if the reasonably estimated cost of restoration or repair of such damage or the amount of the condemnation award with respect of such Taking shall not exceed Five Hundred Thousand Dollars ($500,000).

(d)Seller agrees to give Buyer prompt notice of any Taking or extraordinary damage or destruction of the Acquired Assets.

(e)If a Casualty Loss or Taking exceeds Five Hundred Thousand Dollars ($500,000), Seller shall not be deemed in breach of this Agreement and, at Seller’s election, may either:

(i)proceed to the Closing and, at the Closing, assign all insurance proceeds, and all rights of Seller to any award in connection with such Casualty Loss or Taking, to Buyer, except to the extent that the relevant insurance is related to business interruption or extraordinary expenses incurred prior to the Closing.  If insurance proceeds in respect of such Casualty Loss or Taking that are available for the costs of repair and restoration of the Acquired Assets are reasonably estimated by Buyer to be insufficient to cover the Casualty Loss or Taking, or if the Casualty Loss or Taking is uninsured, the parties shall reduce the Purchase Price by the amount of the estimated shortfall in insurance proceeds available for such costs.  In any case where the Casualty Loss or Taking is insured, at the Closing the Purchase Price shall be reduced by any deductible applicable to the insurance coverage; or

(ii)elect not to close with respect to the Acquired Assets, in which case (A) Seller shall have the right to sell the Business and the Acquired Assets to any third party without any obligation to Buyer whatsoever, and (B) the Deposit Amount shall be returned to Buyer in accordance with the provisions of Article 3 hereof; provided, however, in the event Seller elects not to close this transaction pursuant to this Section 13.01(e)(ii), Buyer shall have five (5) Business Days from Seller’s written notice thereof to elect by written notice to Seller in a form reasonably satisfactory to Seller to (x) waive all rights to any Purchase Price adjustment, proceeds, awards or Damages relating to the Casualty Loss or Taking, if any, and (y) acquire the Acquired Assets and assume the Assumed Liabilities on an “AS IS-WHERE IS” basis with no Purchase Price reduction and with all faults related to the Casualty Loss or Taking.

(f)In the event of a Casualty Loss, Seller shall, in cooperation with Buyer, promptly and diligently file and pursue recovery of all appropriate insurance claims and to the

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extent of any insurance proceeds recovered, with Buyer’s consent, apply such proceeds to the restoration of the Acquired Assets.  In the event any lender on an Acquired Asset damaged by a Casualty Loss exercises any rights with respect to the applicable insurance proceeds resulting in such proceeds not being available for restoration of the Acquired Assets or assignment to Buyer, the Purchase Price shall be reduced by the amount of the proceeds taken by such lender unless the obligation in satisfaction of which such lender exercises such rights is assumed by Buyer pursuant to this Agreement.  Insurance proceeds for business interruption losses shall be applied to such losses and shall not be counted against property casualty losses.  At the Closing, if any, subject to any limitations in the applicable policy, Seller shall pay to Buyer any business interruption proceeds actually received by Seller after the Execution Date for a Casualty Loss or Taking occurring after the Execution Date, net of any applicable premium or collection costs, or assign to Buyer the right to receive the same.

(g)All risk of loss or damage to the Acquired Assets and any part thereof, including, without limitation, loss or damage resulting from a Casualty Loss, Taking or any business interruption resulting therefrom shall be borne by Buyer upon the Closing.

(h)The provisions of this Section 13.01 supersede the provisions of any applicable statutory or decisional law with respect to the subject matter of this Section 13.01.

Section 13.02Notices.

All notices, requests and other communications to any party hereunder shall be in writing, to include facsimile transmission, and shall be given (i) by personal delivery to the appropriate address as set forth below, or at such other address for the party as shall have been previously specified in writing to the other parties, (ii) by reliable overnight courier service with confirmation to the appropriate address as set forth below, or at such other address for the party as shall have been previously specified in writing to the other parties, or (iii) by facsimile transmission with confirmation to the appropriate facsimile number set forth below, or at such other facsimile number for the party as shall have been previously specified in writing to the other parties, with follow up copy by reliable overnight courier service the next Business Day:

if to Buyer, to:

CMI Financial Network, LLC
201 Alternate 19 South
Palm Harbor, Florida  34683
Attention:  Mr. Nick Russo
Fax:  (516) 873-0513

and

CMI Financial Network, LLC
3050 K Street, Suite 220
Washington, D.C.  20006
Attention:  Mr. Vincent Sedmak
Fax:  (703) 533-9111

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with a copy to:

Chernett Wasserman Yarger & Pasternak, LLC

The Tower at Erieview, Suite 3300

1301 East 9th Street

Cleveland, OH  44114

Attention:  Steven L. Wasserman, Esq.

Joel R. Pentz, Esq.

Fax:  (216) 737-0011

if to GTA, to:

Golf Trust of America, Inc.

10 North Adger’s Wharf

Charleston, SC  29401

Attention:  Mr. W. Bradley Blair, II

Mr. Scott D. Peters

Fax:  (843) 723-0479

with a copy to:

O’Melveny & Myers LLP

275 Battery Street, Suite 2600

San Francisco, CA  94111-3305

Attention:  Peter T. Healy, Esq.

Fax:  (415) 984-8701

if to Seller, to:

GTA-IB, LLC

10 North Adger’s Wharf

Charleston, SC  29401

Attention:  Mr. W. Bradley Blair, II

Mr. Scott D. Peters

Fax:  (843) 723-0479

with a copy to:

O’Melveny & Myers LLP

275 Battery Street, Suite 2600

San Francisco, CA  94111-3305

Attention:  Peter T. Healy, Esq.

Fax:  (415) 984-8701

if to Parent, to:

Golf Trust of America, L.P.

10 North Adger’s Wharf

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Charleston, SC  29401

Attention:  Mr. W. Bradley Blair, II

Mr. Scott D. Peters

Fax:  (843) 723-0479

with a copy to:

O’Melveny & Myers LLP

275 Battery Street, Suite 2600

San Francisco, CA  94111-3305

Attention:  Peter T. Healy, Esq.

Fax:  (415) 984-8701

if to Holding Company, to:

GTA-IB Golf Resort, LLC

10 North Adger’s Wharf

Charleston, SC  29401

Attention:  Mr. W. Bradley Blair, II

Mr. Scott D. Peters

Fax:  (843) 723-0479

with a copy to:

O’Melveny & Myers LLP

275 Battery Street, Suite 2600

San Francisco, CA  94111-3305

Attention:  Peter T. Healy, Esq.

Fax:  (415) 984-8701

if to Condo Owner, to:

GTA-IB Condominium, LLC

10 North Adger’s Wharf

Charleston, SC  29401

Attention:  Mr. W. Bradley Blair, II

Mr. Scott D. Peters

Fax:  (843) 723-0479

with a copy to:

O’Melveny & Myers LLP

275 Battery Street, Suite 2600

San Francisco, CA  94111-3305

Attention:  Peter T. Healy, Esq.

Fax:  (415) 984-8701

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if to Management Company, to:

GTA-IB Management, LLC

10 North Adger’s Wharf

Charleston, SC  29401

Attention:  Mr. W. Bradley Blair, II

Mr. Scott D. Peters

Fax:  (843) 723-0479

with a copy to:

O’Melveny & Myers LLP

275 Battery Street, Suite 2600

San Francisco, CA  94111-3305

Attention:  Peter T. Healy, Esq.

Fax:  (415) 984-8701

All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 13.03Confidentiality.

(a)CMI and Nominee, if any, agree that the Confidentiality Agreement shall be binding on CMI and Nominee, if any, as of September 12, 2005, as if CMI and Nominee, if any, had executed the same in the first instance.

(b)Except as hereinafter provided or as provided in the Confidentiality Agreement, from and after the Execution Date, Buyer and Seller shall keep the terms, conditions and provisions of this Agreement and all information delivered by Seller to Buyer or by Buyer to Seller under, pursuant to or in connection with this Agreement confidential and no party shall make any public announcements thereof unless the Buyer or Seller, as relevant, approves the same in writing, nor shall either disclose the terms, conditions and provisions of this Agreement, except to their respective consultants, advisors, attorneys, accountants, engineers, surveyors, financiers, Seller’s proposed third-party purchasers and bankers (but only to the extent necessary to accomplish the purposes of this Agreement and only if such party first obtains such Person’s agreement to maintain the confidentiality of such information; provided, however, that in the case of engineers, surveyors and other third-party consultants consulted during the due diligence process, the disclosing party shall use its best efforts to cause such Person to maintain the confidentiality of such information) or as may be required by law or court order, or as may be required in connection with any litigation between the parties hereto relating to this Agreement or the transactions contemplated hereby.  Notwithstanding the foregoing, it is acknowledged that GTA is a public company and that GTA intends to make a public announcement concerning, among other things, this transaction.  GTA will have the absolute right to prepare and file all necessary or required proxy statements and other papers, documents and instruments necessary

85

or required in Parent’s or GTA’s and their respective legal counsel’s judgment in order to enter into and consummate, among other things, the transactions contemplated by this Agreement and to disclose the terms, conditions and provisions of this Agreement therein to the Securities and Exchange Commission and/or similar federal or state authorities and the public as necessary or advisable in Parent’s or GTA’s and their respective legal counsel’s judgment.  The obligations of this Section 13.03 shall survive any termination of this Agreement.

Section 13.04Amendments and Modifications.

This Agreement may be amended, modified or supplemented in any and all respects, but only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement.

Section 13.05Expenses.

Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 13.06Attorneys’ Fees.

Should any action or other proceeding be necessary to enforce any of the provisions of this Agreement or the various transactions contemplated hereby, the prevailing party will be entitled to recover its reasonable and actually incurred attorneys’ fees and expenses from the non-prevailing party.

Section 13.07Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that GTA, Seller, Parent, Holding Company, Condo Owner, Management Company and Buyer may not assign, delegate or otherwise transfer any of their rights or obligations under this Agreement without the consent of the other parties hereto, except that Buyer may assign its right and delegate its duties under this Agreement in whole or in part to one or more of its Affiliates but no such assignment shall relieve Buyer of its obligations hereunder.

Section 13.08Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF FLORIDA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAWS OR ANY OTHER LAW THAT WOULD MAKE THE LAWS OF ANY OTHER JURISDICTION OTHER THAN THE STATE OF FLORIDA APPLICABLE HERETO.

Section 13.09Consent to Jurisdiction.

Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the United States District Court for the Middle District of Florida or of any state court located in the 13th Judicial Circuit of the State of Florida in the event any dispute arises out of this Agreement

86

or the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Federal court located in the State of Florida or a state court located in the State of Florida.  Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.02 hereof shall be deemed effective service of process on such party.

Section 13.10WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.11Counterparts; Third Party Beneficiaries.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when Parent, Seller and Buyer shall have received a counterpart hereof signed by the other parties hereto.  No provision of this Agreement is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder except for Indemnified Parties pursuant to Article 11 hereof.

Section 13.12Entire Agreement.

This Agreement and the documents, agreements, certificates, and instruments referred to herein and therein, including, without limitation, the Confidentiality Agreement, constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 13.13Headings.

The article, section, paragraph and other headings contained in this Agreement are inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 13.14Severability.

Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.  If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or

87

applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision.

Section 13.15Specific Performance.

Seller and Parent acknowledge and agree that in the event of a material breach of this Agreement by Seller and Parent prior to the Closing and Buyer elects to proceed with the Closing, Buyer would be irreparably and immediately harmed and could not be made whole by monetary damages.  Therefore, Seller and Parent agree to the granting of specific performance of this Agreement and injunctive or other equitable relief in favor of Buyer as a remedy for any such material breach so long as there is proof of actual damages.  The remedy provided for in this Section 13.15 shall be deemed to be the exclusive remedy for a material breach of this Agreement, and the parties shall not be entitled to any other remedies available at law or equity.

Section 13.16Extension; Waiver.

At any time prior to the Closing, all of the parties hereto may mutually agree to (i) extend the time for the performance of any of the obligations or acts of any party hereto, (ii) waive any inaccuracies in the representations and warranties of any party contained herein or in any document delivered hereby, (iii) waive compliance with any of the agreements of any party contained herein, or (iv) waive any condition to any party’s obligations hereunder.  Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of all parties hereto.  Except as otherwise provided in this Agreement, no failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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

“GTA”
GOLF TRUST OF AMERICA, INC.
By:	/s/ W. Bradley Blair II
	Name: W. Bradley Blair II
	Title:    President
“PARENT”
GOLF TRUST OF AMERICA, L.P.
By:	/s/ W. Bradley Blair II
	Name: W. Bradley Blair II
	Title:    President
“SELLER”
GTA-IB, LLC
By:	/s/ W. Bradley Blair II
	Name: W. Bradley Blair II
	Title:    President
“HOLDING COMPANY”
GTA-IB GOLF RESORTS, LLC
By:	/s/ W. Bradley Blair II
	Name: W. Bradley Blair II
	Title:    President

89

“CONDO OWNER”
GTA-IB CONDOMINIUM, LLC
By:	/s/ W. Bradley Blair II
	Name: W. Bradley Blair II
	Title:    President
“MANAGEMENT COMPANY”
GTA-IB MANAGEMENT, LLC
By:	/s/ W. Bradley Blair II
	Name: W. Bradley Blair II
	Title:    President

90

“BUYER”
CMI FINANCIAL NETWORK, LLC
By:	/s/ Vincent Sedmak
	Name: Vincent Sedmak
	Title:    Director

91

Agreed as to Article 3:
“ESCROW AGENT”
CHICAGO TITLE INSURANCE COMPANY
By:	/s/ Jenny A. Joiner
Name:	Jenny A. Joiner
Title:	Commercial Closer

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EX-31.1

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Exhibit 31.1

CERTIFICATION

I, W. Bradley Blair, II, certify that:

        1.     I have reviewed this quarterly report on Form 10-Q of GTA-IB, LLC;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (c)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 14, 2005 /s/  W. BRADLEY BLAIR, II W. Bradley Blair, II
President and Chief Executive Officer

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Exhibit 31.1

CERTIFICATION

EX-31.2

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Exhibit 31.2

CERTIFICATION

I, Scott D. Peters, certify that:

        1.     I have reviewed this quarterly report on Form 10-Q of GTA-IB, LLC;

        2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

        3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

        4.     The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (c)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

        5.     The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

November 14, 2005 /s/  SCOTT D. PETERS Scott D. Peters
Secretary and Chief Financial Officer

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Exhibit 31.2

CERTIFICATION

EX-32.1

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Exhibit 32.1

CERTIFICATION UNDER SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

        Pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies that this periodic report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of GTA-IB, LLC.

Date: November 14, 2005	/s/  W. BRADLEY BLAIR, II W. Bradley Blair, II President and Chief Executive Officer
Date: November 14, 2005	/s/  SCOTT D. PETERS Scott D. Peters Secretary and Chief Financial Officer

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CERTIFICATION UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-99.1

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Exhibit 99.1

RISK FACTORS

Risks that might Delay or Reduce our Liquidating Distributions

        We have recorded the value of the Resort and our remaining golf courses at our best estimates of fair value as of November 11, 2005; however, we cannot provide assurances that these estimates reflect actual current market value for the applicable courses. In particular, we have not adjusted our estimates of the current market value of the Resort in connection with the execution of the Asset Purchase Agreement with CMI because its is subject to termination by CMI prior to November 25, 2005. As a result, our financial statements continue to reflect the fair value of the Resort as $39.24 million, despite the possibility that we may sell the Resort for a purchase price exceeding that amount. As a result of our inability to provide assurances regarding the estimates of the fair value of our assets, including the probability of closing the transactions contemplated by the Asset Purchase Agreement, at the present time, we do not believe that we are able to reliably project the amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidation period and the amounts may be less than our earlier projections. Further, while we have provided in this report estimated adjustments to net assets in liquidation based upon a consummation of the transactions contemplated in the Asset Purchase Agreement, we cannot assure you that the contemplated transactions will close on the terms set forth in that agreement, if at all. As a result, the estimated adjustments to net assets in liquidation provided in this report may prove incorrect and the amounts, if any, that we ultimately distribute as liquidating distributions may be less than estimated.

Our estimate of the Resort's fair value, as recorded on our books for accounting purposes, is based on forward-looking estimates which are subject to change. We might sell the Resort for an amount less than our current estimate of its fair value, which could reduce our liquidating distributions to holders of our common stock.

        After we took possession of the Resort on July 16, 2004 pursuant to our Settlement Agreement with Westin and our former borrower, we were required to allocate the settlement amount among the different asset categories on our balance sheet as of the date that we assumed ownership of the Resort. As part of this allocation process, we engaged the same third-party experts that prepared the asset study that we commissioned in July 2003 to update this study. This study included an estimate of the fair value of the Resort's real estate operating as a golf resort and an estimate of the fair value of the Resort's identified contractual intangible assets, and non-contractual but identifiable intangible items. We updated the estimated fair market value in continued use of the Resort's furniture, fixtures and equipment, or FF&E, inventory from the value obtained in July 2003 by giving consideration to new FF&E purchased since July 2003 instead of retaining a third party expert for this purpose. We believe this is a reasonable approach. The estimate of the fair market value of each of these asset groups are based on facts and circumstances known to us at this time. Based on this updated asset study and other facts and circumstances known to us at the date that we took title to the Resort, for purposes of our September 30, 2004 balance sheet, we estimated the fair value of the Resort asset under the "orderly liquidation" strategy to be $39.24 million. Accordingly, for the quarter ended September 30, 2004, we recorded a write-down of $5.0 million against the then participating mortgage's December 31, 2003 and June 30, 2004 value of $44.24 million. As of September 30, 2005, we have recorded no further adjustments to the carrying value of the Resort. We have identified our valuation of the Resort asset as a critical accounting estimate, and it is discussed under the caption "Application of Critical Accounting Policies."

1

        While we have obtained additional information regarding the valuation of the Resort as a result of the valuation study by our independent financial advisor, the valuation of the Resort is still subject to uncertainty. We do not believe we are able at this time to project the amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidating period. The factors giving rise to this uncertainty include, without limitation, the following:

•

recent improvement in the financial performance of the Resort that we have observed since we took title to it in July 2004 may not continue;



•

despite our execution of a new management agreement with Westin at the Resort providing for increased control by us over accounting and marketing and improved provisions governing Westin's reporting to us, we do not directly manage the Resort;



•

our Settlement Agreement with Westin and our former borrower may prove less successful than anticipated, and the performance of the parties to the Settlement Agreement may fall short of our expectations;



•

historical uncertainty surrounding the future of the Resort and the level of Westin's involvement upon the prospective sale of the Resort may create uncertainty for corporate meeting planners contracting for large corporate groups, and any such uncertainty may be used as a competitive advantage by our competitors when marketing their hotels against the Resort;



•

continued threats of terrorism and the impact thereof on the travel and lodging industry; and



•

uncertainty about our ability to close the transactions contemplated in the Asset Purchase Agreement according to its terms, or at all.

        As a result of the foregoing, at the present time we will refrain from either making any adjustments (positive or negative) to any earlier reported range of distributions or proposing a new range. We may, however, be able to do so in future periods in the event that the quality and reliability of all information necessary to make estimates of cash flow and, correspondingly, value become more reliable. In the event that additional valuation information becomes available, it is possible that any difference in the valuation of the Resort, the valuation of our other assets, or the magnitude of our liabilities, would cause the lower end of the Updated 2003 Range to decline. You should not assume that the liquidating distributions have not increased or declined, perhaps in material amounts, from the historical projections earlier provided.

        While we have entered into an Asset Purchase Agreement which contemplates the sale of the Resort prior to the December 31, 2005, in the event that the Asset Purchase Agreement is terminated, it is possible that we may sell our interest in the Resort (either directly or by way of another exit transaction) prior to December 31, 2005, in response to a reasonable offer, if, after consideration of the facts and circumstances at that time, our board determines that the sale or other exit transaction would be in the best interest of our stockholders. In the event that CMI terminates the Asset Purchase Agreement, it is also possible that our board might decide to extend the holding period of this asset past 2005 if it determines that such an extension may allow us to realize a better recovery on the asset or otherwise be in the best interest of our stockholders. In any case, we face the risk that our efforts to preserve the value of the Resort might be unsuccessful and we might ultimately sell our interest in the Resort for less than our last estimate of its fair value. Accordingly, our assessment of the Resort's fair value may change at some future date, perhaps in a material adverse manner, based on facts and circumstances at that time, and the Resort's value may again be written-down.

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While we have entered into the Asset Purchase Agreement with CMI providing for the sale of the Resort, that agreement is subject to termination by CMI for any or no reason, without penalty, at any time prior to the close of business on November 25, 2005. Even if CMI does not exercise its right to terminate the Asset Purchase Agreement, the closing of the transactions contemplated in that Asset Purchase Agreement will be subject to the customary closing conditions including, among others, consideration by our Board of Directors and receipt of a satisfactory fairness opinion from Houlihan Lokey Howard & Zukin Financial Advisors, Inc. Therefore, at this time, we cannot assure you that the Asset Purchase Agreement will not be terminated, that all conditions to closing will be satisfied or that the transaction with CMI will close.

        In the event that the transactions contemplated by the Asset Purchase Agreement do not close we will need to develop a business plan to address the future operating plans for the Resort and our company until another exit transaction can be completed. As part of this business plan, we would need to factor in estimated costs of liquidation and the accrual of preferred dividends which will occur through the completion of our liquidation. In particular, unless our obligations to AEW are otherwise modified, we would be required to accrue, and ultimately pay in our liquidating distributions to AEW, an additional $5,000,000 to reflect preferred dividends of $625,000 per quarter for the period from January 1, 2004 through December 31, 2005, plus an additional accrual of $625,000 per quarter for preferred dividends through the date that the exit transaction is consummated and liquidation payments are made to AEW, which we may not be required to pay pursuant to current arrangements with AEW and CMI.

        While we received indications of interest from several bidders regarding the acquisition of the Resort, in the event that we do not close the transactions contemplated by the Asset Purchase Agreement we cannot guarantee that we will be able to enter into a binding agreement for the sale or other disposition of the Resort, or Replacement Resort Exit Transaction. Any Replacement Resort Exit Transaction will be subject to consideration by the Special Committee of our Board, the receipt of a satisfactory fairness opinion, and the execution of a binding purchase agreement. We cannot assure you that we will enter into a binding purchase agreement for a Replacement Resort Exit Transaction if we are unable to consummate the transaction with CMI or, if we do so, that all conditions to closing will be satisfied and the Replacement Resort Exit Transaction will close. Further, there can be no assurance that the price that we receive in a Replacement Resort Exit Transaction would be not be less than the purchase price in the Asset Purchase Agreement or the then applicable carrying value of the Resort on our financial statements. The negotiation and closing of a Replacement Resort Exit Transaction would likely involve significant legal expenses which would further reduce the liquidating distributions that we make to the holders of our common stock.

Our estimate of the gain in excess of the carrying value of the Resort upon consummation of the transactions contemplated in the Asset Purchase Agreement on December 30, 2005 is based on forward-looking estimates which are subject to change. In the event that the sale of the Resort closes, but on terms that are not consistent with those in the Asset Purchase Agreement, the estimated gain on the sale of the Resort in excess of its carrying value may prove inaccurate and the liquidating distributions to the holders of our common stock may be reduced. Even if we close the transactions contemplated in the Asset Purchase Agreement in accordance with its current terms, our estimated gain on the sale of the Resort in excess of its carrying value may be below the actual gain realized on the sale, causing our liquidating distributions to holders of our common stock to be less than anticipated.

        Our estimate of the gain in excess of the carrying value of the Resort upon consummation of the transactions contemplated in the Asset Purchase Agreement on December 30, 2005 is based on forward-looking estimates which are subject to change. In the event that the sale of the Resort closes, but on terms that are not consistent with those in the Asset Purchase Agreement, the estimated gain on the sale of the Resort in excess of its carrying value may prove inaccurate and the liquidating distributions to the holders of our common stock may be reduced. Even if we close the transactions

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contemplated in the Asset Purchase Agreement in accordance with its current terms, our estimated gain on the sale of the Resort in excess of its carrying value may be below the actual gain realized on the sale, causing our liquidating distributions to holders of our common stock to be less than anticipated. The factors giving rise to this uncertainty regarding the adjustment include, without limitation, the following:

•

our estimates regarding the closing costs that we will incur to sell the Resort to CMI may prove less than the costs that we actually incur;



•

the estimate of cash available to cover the working capital requirements could be less than estimated;



•

the adjustments of the purchase price of the Resort may be greater than estimated; and,



•

the closing could take longer than anticipated, resulting in additional unanticipated legal fees.

        While we have provided an estimate of the gain on the sale of the Resort in excess of its carrying value in response to the execution of the Asset Purchase Agreement, we do not believe we are able at this time to project the exact amount of that adjustment or the amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidating period. You should not assume that the liquidating distributions will be consistent with either our prior historical estimates or our estimated adjustment in net assets in liquidation.

We have entered into an Option Agreement with the holder of our series A preferred stock which contemplates that the holder will permit us to repurchase all of the holder's series A preferred stock for less than the current liquidation preferences afforded to those shares. As a result of our understandings with AEW and CMI, we have not recorded in our net assets a liability for the accrual of preferred dividends payable for the first quarter of 2004 and all subsequent quarters. In the event that we are unable to exercise our option to repurchase all of the holder's series A preferred stock prior to its expiration date, we may be required to pay that holder all or a portion of the preferred dividends for which we have not recorded a liability, reducing our liquidating distributions to common stockholders.

        On March 24, 2005 we executed a letter, and on May 6, 2005 we executed an Option Agreement, with the holder of our series A preferred stock, AEW, in which AEW agreed that we shall have an option to purchase, on or before November 30, 2005, the 800,000 shares of our series A preferred stock held by AEW, including, without limitation, all of AEW's rights to due and unpaid principal, accrued and unpaid dividends and liquidation preferences payable in respect of such series A preferred shares as of our exercise of the option. The exercise price of this option is approximately $24,914,000. This exercise price excludes dividends that would accrue to the series A preferred stock during 2004 and subsequent periods.

        On November 11, 2005, we entered into a letter agreement with AEW, or the Amendment, amending the terms of the Option Agreement by and between AEW and us. The Amendment, among other things, extended the termination date of the option from November 30, 2005 to December 30, 2005, provided that a deposit has been received of at least $4,500,000, which CMI may make pursuant to the Asset Purchase Agreement, and such deposit becomes non-refundable to CMI no later than December 9, 2005. In the event that CMI's $4,500,000 deposit, which is currently held in escrow, does not become non-refundable on or before December 9, 2005, the Amendment shall automatically terminate. Pursuant to the Amendment, the option's exercise price of $24,914,000 shall bear interest at a rate of 10%, per annum, from, and including, December 1, 2005 until, and including, the date that we deliver to AEW notice of its exercise of the Option. CMI's purchase price will be adjusted upwards by the amount of interest accrued up to and including the closing date.

        As a result of our understandings with AEW and CMI, we have not recorded in our net assets a liability for the accrual of preferred dividends payable for the first quarter of 2004 and all subsequent

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quarters. In the event that we are unable to exercise our option to repurchase all of the holder's series A preferred stock prior to its expiration date of December 30, 2005, we may be required to pay that holder all or a portion of the quarterly preferred dividends for which we have not recorded a liability, reducing our liquidating distributions to common stockholders.

We took ownership of the Resort on July 16, 2004 pursuant to a global Settlement Agreement providing for the assumption of certain existing or modified financial obligations of our former borrower. We are now responsible for any negative cash flow of the Resort. If the amount of assumed liabilities and expenditures with respect to the Resort exceed our expectations, our liquidating distributions to common stockholders could be reduced.

        On July 15, 2004, we entered a Settlement Agreement relating to our June 1997 $79.0 million loan to our former borrower. This loan was secured by a mortgage on the Resort. As part of the Settlement Agreement, we assumed certain financial obligations of the borrower, such as refurbishment expenses paid by the condominium owners, a modified termination rights fee and outstanding golf facility management fees payable to Troon. As the owner of the Resort, we are responsible for any negative cash flow associated with its ownership and operation. As a result of the assumption of these liabilities and our responsibility for any negative cash flow, we face the risk that our ultimate liabilities and expenditures might be greater than expected. In that case, our cash available for distribution and the ultimate amount of our liquidating distributions to the holders of our common stock could be less than our expectations. We recently received a request from Westin under the Management Agreement to fund $1,500,000 to offset a shortfall in cash flow at the Resort. We have reviewed this request with Westin and we intend to fund approximately $800,000 prior to November 30, 2005 to address seasonal cash flow shortfalls. However, there are no assurances that additional intercompany advances will not be necessary prior to the consummation of a sale of the Resort.

        Although the revenues of the Resort have begun to increase after we took title to the Resort following the end of the second quarter of 2004, we cannot guarantee that the Resort's future performance will continue to show improvement. Our recovery with respect to this asset might be significantly delayed, and the net proceeds that we ultimately receive upon a sale of the Resort might be less than our current estimate of the Resort's fair value, if we do not continue to improve the Resort's financial performance. In such an event, our liquidating distributions to holders of our common stock would be reduced. Our estimate of the Resort's fair value, as recorded on our books for accounting purposes, is based on forward-looking estimates which are subject to change. We can provide no assurance of success under the Settlement Agreement, the future success of the Resort or the consummation of the transactions contemplated by the Asset Purchase Agreement.

Stockholder litigation related to the plan of liquidation could result in substantial costs and distract our management.

        Extraordinary corporate actions, such as our plan of liquidation, often lead to securities class action lawsuits and derivative litigation being filed against companies such as ours. We became involved in this type of litigation in connection with our plan of liquidation (and the transactions associated with it) in a legal action we refer to as the Crossley litigation. During the second quarter of 2003, the Crossley claim was dismissed with prejudice on our motion for summary judgment. Accordingly, the lawsuit was dismissed and the plaintiff will not be allowed to refile the claim, although the plaintiff could appeal the dismissal. We subsequently entered into a non-monetary settlement with the plaintiff whereby the plaintiff agreed not to appeal the dismissal and we agreed not to seek reimbursement of our legal costs from the plaintiff. Even though the Crossley litigation has been dismissed, we face the risk that other claims might be brought against us. Any such litigation would likely be expensive and, even if we ultimately prevail, the process would divert management's attention from implementing the plan of liquidation and otherwise operating our business. If we do not prevail in any such litigation, we

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might be liable for damages. It is not possible to predict the amount of such potential damages, if any, but they might be significant. Any damage liability would reduce our cash available for distribution and the ultimate amount of our liquidating distributions to holders of our common stock.

If we are unable to retain at least one of our key executives and sufficient staff members to complete the plan of liquidation in a reasonably expeditious manner, our liquidating distributions might be delayed or reduced.

        Our ability to consummate sales transactions for our other interests in golf courses depend to a large extent upon the experience and abilities of our two most senior executives, W. Bradley Blair, II, our chief executive officer and president, and Scott D. Peters, our senior vice president and chief financial officer, and their experience and familiarity with our assets, our counter-parties and the market for golf course sales. Mr. Blair and Mr. Peters are currently serving us on a reduced schedule basis. We believe our liquidation has progressed to the point that the resignation of one, but not both, of our executives would not likely cause significant adverse consequences. However, a loss of the services of both of these individuals could materially harm our ability to complete the plan of liquidation in a reasonably expeditious manner and our prospects of selling our assets at the best potential prices.

        The potential resignation of Mr. Blair poses a relatively greater risk at this time in light of the fact that the amount of time that Mr. Peters is required to commit to us is less than the amount of time that Mr. Blair is required to commit to us. If Mr. Blair were to resign, we would likely seek to hire a replacement for Mr. Blair. The cost that we incur to replace Mr. Blair would likely depend upon our determination of the experience and skills that must be possessed by his replacement in light of our financial condition, our assets remaining to be liquidated, and the complexity of any issues bearing on us and the liquidation at that time.

        Our ability to complete the plan of liquidation in a timely manner also depends on our ability to retain our key non-executive employees. Those employees may seek other employment rather than remaining with us throughout the process of liquidation, even though they generally would lose their eligibility for severance payments by resigning. If we are unable to retain enough qualified staff to complete our plan of liquidation in a reasonably expeditious manner, liquidating distributions might be delayed or reduced.

If we are unable to consummate a sale of the Resort or our other remaining golf courses at our revised estimates of their respective values, our liquidating distributions might be delayed or reduced.

        In addition to the four golf courses at the Resort, we have two other properties (or three eighteen-hole equivalent golf courses). We have entered into agreements relating to the sale of two of our remaining assets; however, at the present time those agreements may be terminated by the potential buyers without penalty. In calculating our projected liquidating distributions, we assumed that we would be able to find buyers for the Resort and our other remaining golf courses at purchase prices equal to our estimates of their respective fair market values. However, our estimates of the sales prices of the Resort and our other remaining golf courses may exceed the prices we eventually receive. Our independent financial advisor's March 18, 2003 analysis (upon which our 2003 Updated Range was based in part, and upon which you should not rely at this point) is neither an appraisal nor an opinion. Assumptions underlying our 2003 Updated Range might prove to be incorrect and, therefore, our projections might overstate the ultimate net proceeds we may receive. In particular, based in part on the then updated asset study of the Resort's value from our independent financial advisor we recorded $5.0 million write-down in the value of the Resort as of September 30, 2004. Should any of our current purchase and sale agreements fail to close, in order to find new buyers in a reasonably expeditious manner, we might be required to lower our asking price for the Resort and our other remaining courses below our estimate of their fair value. If we are not able to find new buyers for these assets in a reasonably expeditious manner, or if we have overestimated the sales prices we will ultimately receive,

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our liquidating distributions to the holders of our common stock will be significantly delayed or reduced.

        At the present time, we do not believe we are able to reliably project the amount of the total liquidating distributions we will make to the holders of our common stock over the remainder of the liquidation period. Accordingly, you should not rely on the valuations or ranges earlier provided as representative of our current views on the subject.

If we are unable to realize the value of a promissory note taken as part of any purchase price, our liquidating distributions might be reduced.

        In some golf course sales, we may agree to receive promissory notes from the buyer as a portion of the purchase price. Promissory notes are often illiquid. If we are not able to sell the promissory note without a great discount, or in the case of a short-term note, if we hold it to maturity and the maker ultimately defaults, our liquidating distributions might be reduced.

Decreases in golf course values caused by economic recession and /or additional terrorist activity might reduce the amount for which we can sell our assets.

        The value of our interests in golf courses might be reduced, and substantially so, by a number of factors that are beyond our control, including the following:

•

adverse changes in the economy, prolonged recession and/or additional terrorist activity against the United States or our allies, or other war-time activities might increase public pessimism and decrease travel and leisure spending, thereby reducing golf course operators' revenues (particularly destination-resort golf course revenues) and diminishing the resale value of the affected golf courses;



•

increased competition, including, without limitation, increasing numbers of golf courses being offered for sale in our markets or nationwide;



•

continuing imbalance in supply and demand in the golf course industry; and



•

changes in real estate tax rates and other operating expenses.

        Any reduction in the value of our golf courses would make it more difficult for us to sell our assets for the amounts and within the time-frames that we have estimated. Reductions in the amounts that we receive when we sell our assets could decrease or delay our payment of liquidating distributions to our stockholders, perhaps in substantial ways.

If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions might be delayed or reduced, potentially in a substantial manner.

        Before making the final liquidating distribution to the holders of our stock, we will need to pay all of our transaction costs pertaining to the liquidation and all valid claims of our creditors, which we expect will be substantial. Our board may also decide to acquire one or more additional insurance policies covering unknown or contingent claims against us, including, without limitation, additional directors' and officers' liability insurance, for which we would pay an additional premium based upon market prices prevailing at the time of any such purchase. We have estimated such transaction costs in calculating the amount of our projected liquidating distributions. To the extent that we have underestimated costs and expenses in calculating our historical projections, our actual aggregate liquidating distributions will be lower than we have historically projected, and perhaps by substantial amounts.

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Our loss of REIT status exposes us to potential income tax liability in the future, which could lower the amount of our liquidating distributions.

        In order to maintain our historical qualification as a REIT, at least 95% of our annual gross income was required to be derived from real property rents, mortgage interest and a few other categories of income specified in the tax code, which importantly do not include income from golf course operations. Although we did not affirmatively intend to revoke our REIT status, business conditions required us to begin operating golf courses in 2000 and the percentage of our gross income supplied by such operations increased in 2001, and surpassing the 5% ceiling in 2002. Consequently, we did not meet the 95% gross income test in 2002. Failure to meet this test caused us to fail to qualify as a REIT for the year 2002, which will prevent us from re-qualifying for at least four years. Accordingly, we have been subject to federal income tax as a regular corporation since our failure to qualify as a REIT.

        However, our operations resulted in a net operating loss for income tax purposes during 2002, 2003 and 2004. Therefore, no income tax will be due on our operating income/loss or proceeds from the sale of properties that occurred during 2002, 2003 and 2004. At the present time, we believe we have sufficient net operating loss carryovers to offset any gains we might recognize through our liquidation. If we were to recognize taxable gains in a year before consideration of net operating loss carryovers, we could be subject to alternative minimum tax. Generally, for tax years ending after December 31, 2002, the use of net operating loss carryovers to reduce alternative minimum taxable income is limited to 90% of alternative minimum taxable income. Therefore, tax at a rate of 20% could be imposed on our alternative minimum taxable income that cannot be reduced by net operating loss carryovers. The resulting tax liabilities would reduce the amount of cash available for liquidating distributions.

The holder of our series A preferred stock might exercise its right to appoint two directors to our board of directors, which might result in decisions that prejudice the economic interests of our common stockholders in favor of our preferred stockholders.

        We entered into a voting agreement with the holder of our preferred stock, AEW, pursuant to which the holder agreed to vote in favor of our plan of liquidation. The voting agreement provided that if we failed to redeem our series A preferred stock by May 22, 2003, the holder of the preferred stock would be entitled to require us to redeem the preferred stock. We received such a demand from the holder of our preferred stock on May 23, 2003; however, we do not have cash available to redeem the holder of our preferred stock. Our default in making a timely redemption payment gives the holder of our preferred stock the right under the voting agreement to appoint two new directors to our board. Our charter also gives the holder of our preferred stock the right to elect two new directors if and when dividends on its series A preferred stock are in arrears for more than six quarters. Currently, dividends on the series A preferred stock are sixteen quarters in arrears. These director election rights are not cumulative, which means that the holder of our preferred stock may elect two, but not four, new directors. The current holder of our preferred stock, AEW, informed us previously that it does not currently intend to exercise its director election rights. However, it might decide to exercise such right at any time in the future. The appointment of such directors to our board might reduce the efficiency of our board's decision-making or result in decisions that prejudice the economic interests of the holders of our common stock in favor of the holder of our preferred stock. The Option Agreement executed between us and AEW on May 6, 2005, and the related Amendment executed between us and AEW on November 11, 2005, do not impact AEW's right under the voting agreement as described above to appoint two new directors to our board should they desire to do so.

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Distributing interests in a liquidating trust may cause you to recognize gain prior to the receipt of cash.

        As we contemplate the sale of our remaining assets and the wind-up of our company, as expressly contemplated by our plan of liquidation, we may elect to contribute our remaining assets and liabilities to a liquidating trust. Our stockholders would receive interests in the liquidating trust and our corporate existence would terminate. The SEC has historically allowed liquidating trusts to stop filing quarterly reports on Form 10-Q and to file unaudited annual financial statements on Form 10-K. Accordingly, if the SEC were to grant similar relief to any successor liquidating trust we may form, we might realize substantial legal and auditing cost savings over the remainder of our liquidation, as well as general and administrative cost savings such as corporate governance costs, certain insurance costs, and printing and reporting costs of a publicly traded company, among others. However, the plan of liquidation prohibits us from contributing our assets to a liquidating trust unless and until our preferred stock has been redeemed in full or until such time as it consents to such a contribution.

        For tax purposes, the creation of the liquidating trust should be treated as a distribution of our remaining assets to our stockholders, followed by a contribution of the same assets to the liquidating trust by our stockholders. As a result, we will recognize gain or loss inherent in any such assets, with any gains offset by available net operating loss carry-overs (discussed above). In addition, a stockholder would recognize gain to the extent his share of the cash and the fair market value of any assets received by the liquidating trust was greater than the stockholder's basis in his stock, notwithstanding that the stockholder would not contemporaneously receive a distribution of cash or any other assets with which to satisfy the resulting tax liability.

        In addition, it is possible that the fair market value of the Resort and the other assets received by the liquidating trust, as estimated for purposes of determining the extent of the stockholder's gain at the time interests in the liquidating trust are distributed to the stockholders, will exceed the cash or fair market value of property ultimately received by the liquidating trust upon its sale of the assets, in which case the stockholder may not receive a distribution of cash or other assets with which to satisfy any tax liability resulting from the contribution of the assets to the liquidating trust. In this case, the stockholder would recognize a loss in a taxable year subsequent to the taxable year in which the gain was recognized, which loss might be limited under the tax code.

        If we do not distribute our assets to a liquidating trust and, instead, continue to operate as a regular corporation until all of our assets are sold, we would recognize gains or losses upon the sale of assets for federal income tax purposes. Since we are no longer a REIT, we could be subject to income tax on any recognized gains. However, as of December 31, 2002, we believe we have sufficient net operating loss carryovers to offset any recognized gains. If we were to recognize taxable gains in a year before consideration of net operating loss carryovers, we could be subject to alternative minimum tax. Generally, for tax years ending after December 31, 2002, the use of net operating loss carryovers to reduce alternative minimum taxable income is limited to 90% of alternative minimum taxable income. Therefore, tax at a rate of 20% could be imposed on our alternative minimum taxable income that cannot be reduced by net operating loss carryovers. If a liquidating trust is formed, our net operating loss carryovers will not be available to reduce any gains recognized within the trust. However, the trust will have a tax basis equal to the fair market value of its assets at the date the liquidating trust is formed. Any gain recognized by the trust would thus be the result of either appreciation in the value of the assets during the time that they are owned by the trust, or an initial underestimation of the fair market value of the assets at the time the trust is formed.

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If we are not able to sell the Resort and our remaining golf courses in a timely manner, we may experience severe liquidity problems, not be able to meet the demands of our creditors and, ultimately become subject to bankruptcy proceedings.

        In the event that we are unable to sell the Resort and our other remaining golf courses as planned, we may be unable to pay our obligations as they become due or upon demand. In addition, our ability to pay our obligations may be compromised if our chief executive officer requires payment of outstanding performance milestone payments owed by us to him before we are able to realize net cash proceeds from asset sales sufficient to discharge those obligations. As of November 11, 2005, we owed our two most senior executive officers a total of approximately $1,710,000 in milestone payments and accrued interest on such milestone payments. We also owe a substantial sum in legal fees, including fees incurred in connection with the negotiation of the Asset Purchase Agreement.

        Further, given that the Resort's only source of cash is from any profitable operations of the Resort, and that the operational cash flow capacity of the Resort will likely not permit the Resort to establish self-sufficiency in the near term, we may be required to seek to provide additional capital to the Resort. We recently received a request from Westin under the Management Agreement to fund $1,500,000 to offset a shortfall in cash flow at the Resort. We have reviewed this request with Westin and we intend to fund approximately $800,000 prior to November 30, 2005 to address seasonal cash flow shortfalls. However, there are no assurances that additional intercompany advances will not be necessary prior to the consummation of a sale of the Resort.

        In the event we are not able to sell our remaining assets within a reasonable period of time and for reasonable amounts, or if our expenses exceed our estimates, we may experience severe liquidity problems and not be able to meet our financial obligations of our creditors. If we cannot meet our obligations to our creditors, we could ultimately become subject to bankruptcy proceedings.

Our stock may be de-listed from American Stock Exchange, which would make it more difficult for investors to sell their shares.

        Currently, our common stock trades on the American Stock Exchange, or Amex. We cannot assure you that we will be able to maintain our listing on Amex or any other established trading market. Among other things, Amex has considerable discretion with respect to listing standards, which include qualitative and quantitative criteria, some of which are beyond our control.

        We cannot assure you that we will be able to maintain our listing on Amex. Delisting would harm our business and the value of your investment. If our common stock were to be de-listed from Amex, it could severely limit the market liquidity of the common stock and your ability to sell our securities in the secondary market.

We and our subsidiary, GTA-IB LLC, expect to incur significant compliance costs relating to the Exchange Act and Sarbanes-Oxley Act.

        We and our subsidiary, GTA-IB, LLC, are required to comply with the reporting requirements of the Exchange Act. As such, both entities must timely file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, among other actions. Further, recently enacted and proposed laws, regulations and standards relating to corporate governance and disclosure requirements applicable to public companies, including the Sarbanes-Oxley Act and new SEC regulations have increased the costs of corporate governance, reporting and disclosure practices which are now required of us and of GTA-IB. We were formed prior to the enactment of these new corporate governance standards, and as a result, we did not have all necessary procedures and policies in place at the time of their enactment. Our efforts to comply with applicable laws and regulations, including requirements of the Exchange Act and the Sarbanes-Oxley Act, are expected to involve significant, and

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potentially increasing, costs. Costs incurred in complying with these regulations may reduce the amount of cash available for liquidating distributions.

        The Sarbanes-Oxley Act and related laws, rules and regulations create legal bases for administrative enforcement, civil and criminal proceedings against us in case of non-compliance, thereby increasing our risk of liability and potential sanctions. Costs incurred in defending against any such actions or proceedings, and any liability or sanctions incurred in connection with such actions or proceedings, could negatively affect the amount of cash available for liquidating distributions.

Risks Relating to the Resort

The Resort's performance may not provide adequate resources to fund the refurbishment reimbursement to the Rental Pool participants.

        Pursuant to our former borrower's arrangement with many of the persons who own condominium units at the Resort, the condominiums owned by these participating persons are placed in a securitized pool and rented as hotel rooms to guests of the Resort. We refer to this securitized pool of participating condominiums as the Rental Pool. In addition to the current Rental Pool agreement, the former owner of the Resort agreed with the condominium owners association that the former owner of the Resort would reimburse 50% of the refurbishment costs, plus accrued interest (at 5% per annum) on the unpaid balance of that portion of the unpaid refurbishment costs which we are required to reimburse. This amount will be reimbursed to participating condominium owners (or transferees of their condominium unit(s)) over the five-year period beginning in 2005. The reimbursement is contingent on the units remaining in the Rental Pool from the time of its refurbishment through 2009. If the unit does not remain in the Rental Pool during the reimbursement period of 2005 through 2009, the owner or successor owner forfeits any unpaid installments at the time the unit is removed from the Rental Pool.

        Accordingly, maintaining condominium owner participation in the Rental Pool is very important to the continued economic success of the Resort. We assumed certain existing or modified financial obligations of the former borrower, including its responsibilities regarding the administration of the condominium unit Rental Pool, when we took ownership of the Resort pursuant to the Settlement Agreement. Also as part of the Settlement Agreement, we assumed our former borrower's obligation for refurbishment expenses paid by the condominium owners.

        As owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of the assumption of these liabilities and our responsibility for any negative cash flow, we face the risk that our ultimate liabilities and expenditures might be greater than we expected. In that case, we may not have sufficient cash available for the payment of the refurbishment expenses relating to the Rental Pool units. If this were to occur, we would be in breach of our obligations to the participants in the Rental Pool, and we might face successful legal challenges relating to that breach.

In the event that the Resort does not provide sufficient cash flow to us, we may be forced to reduce capital expenditures and improvements at the Resort, diminishing the value of the Resort and the Rental Pool units.

        As the owner of the Resort, we will be responsible for any negative cash flow associated with the ownership and operation of the Resort. As a result of our assumption of these liabilities and our responsibility for any negative cash flow of the Resort, we may be exposed to liabilities and expenditures exceeding our expectations or ability to pay. In the event cash flow is insufficient to fund planned improvements, the ability of the participants in the Rental Pool to rent their units may decline. A decline in the rental rates that can be charged for the units or related vacancies resulting from our inability to make necessary capital expenditures may cause the value of the Rental Pool units, and the Resort, to decline.

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The number of Rental Pool units may decline if current owners of participating units find alternative uses of the units more attractive than participating in the Rental Pool, reducing the number of available Rental Pool units and diminishing the value of the remaining units.

        Participants in the Rental Pool may decide that alternative uses of their condominium units are more attractive than participating in the Rental Pool. In particular, condominium owners may determine that it is more financially advantageous to rent their units to longer term tenants, or to live in their units rather than paying to live elsewhere and allowing their units to participate in the Rental Pool. Any such reduction in the number of participants in the Rental Pool may result in increased pro-rata costs and reduced revenues for the remaining Rental Pool participants. In particular, a decrease in the number of participants in the Rental Pool will result in higher per capita costs relating to fixed costs that are incurred in connection with the administration of the Rental Pool. In the event that the number of units in the Rental Pool declines below 575, our obligation to reimburse refurbishment expenses for the units will be abated until the number of units in the Rental Pool is restored to 575 or higher.

Severe weather patterns experienced by Florida and the Southeastern United States during 2004 and 2005 could result in depressed bookings, adversely affecting the Resort's results of operations.

        We expect that bookings at the Resort during the final quarter of 2005 and subsequent periods may be adversely affected as a result of a series of hurricanes that affected Florida and the Southeastern United States during 2004 and 2005. In particular, the hurricanes occurring during 2005 may have increased the awareness of potential guests, particularly those residing in regions of the United States that do not experience hurricanes or tropical storms, to the danger that hurricanes and tropical storms present. We expect that these guests may be more reluctant to book rooms in regions subject to such weather patterns. In particular, it is possible that groups will choose alternative destinations for travel during the hurricane season. In the event that potential guests and groups choose alternative destinations as a result of these weather-related concerns, the Resort may experience lower bookings and reduced revenues.

Recent severe weather patterns could further increase the seasonal nature of the results of the Resort.

        The hotel industry is cyclical in nature. The Resort's business has historically been weaker during the third quarter of each year. In the event that we suffer from reduced bookings during the third quarter as a result of hurricane-related concerns of potential guests, this effect could reduce the revenues to the Resort in the third quarter of each year, increasing the disparity between our results in the third quarter as compared to other quarters. This increased cyclicality could make it more difficult for us to project the results of the Resort, and may result in a lower than expected percentage of the Resort's fixed costs being offset by revenue during the third quarter.

Class action litigation involving the former borrower could adversely affect the Resort.

        Approximately fifty condominium owners initiated legal action against the former borrower and its corporate parent, Golf Hosts, Inc., regarding various aspects of the prior rental pool arrangement. At the present time, we are not a party to the lawsuit, nor are our affiliates. It is our understanding that the condominium owners/plaintiffs allege breaches of contract, including breaches in connection with the prior rental pool arrangement. It is also our understanding that the plaintiffs are seeking unspecified damages and declaratory judgment because they believe they are entitled to participate in the Rental Pool. The plaintiffs also believe that golf course access should be limited to persons who are members, their accompanied guests, or guests of the Resort. Recently, the appellate court denied the plaintiffs motion for a rehearing of their appeal or, in the alternative, to certify a question to the Florida Supreme Court. As a result of the appellate court's denial, this matter may be closed. However,

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we are uncertain as to any residual actions that might arise from this former litigation and the impact, if any, that such residual actions might have on the Resort.

An unfavorable result in the Land Use Lawsuits could impair the value of Parcel F and the Resort, thereby reducing the liquidating distributions to holders of our common stock.

        On March 10, 2005 in the Circuit Court of the Sixth Judicial Circuit, in and for Pinellas County, Florida, Civil Division, we filed a Motion to Intervene in the suit styled Innisbrook Condominium Association, Inc., C. Frank Wreath, Meredith P. Sauer, and Mark Banning, Plaintiffs vs. Pinellas County, Florida, Golf Host Resorts, Inc. and Innisbrook F LLC, Defendants, Case No. 043388CI-15. In April 2005, a subsequent lawsuit relating to this matter was filed as discussed in more detail in Part II, Item 1. In this report, we refer to these lawsuits as the Land Use Lawsuits.

        In the event that the defendants in the Land Use Lawsuits do not prevail, we may lose all or substantially all of our land use and development rights with respect to Parcel F. As a result, we may experience reduced club memberships at the Resort, and our ability to realize the benefits from proposed development of Parcel F would be adversely impacted. In addition, failure by the defendants to prevail in the Land Use Lawsuits could jeopardize our land use and development rights in the remaining units that we may have the opportunity to develop at the Resort if a court subsequently applied a similar interpretation of our rights with respect to those units. In that instance, we might lose all or substantially all of those rights with respect to the remaining units. As a result of a successful challenge to our land use and development rights relating to the remaining units at the Resort, our ability to develop the Resort and would be adversely affected.

        Any unfavorable resolution to the Land Use Lawsuits, or the application of an unfavorable precedent in the Land Use Lawsuits to limit our land use and development rights to the remaining units at the Resort, could reduce the liquidating distributions that we are able to pay to the holders of our common stock.

In the event of unfavorable rulings by OSHA, the EEOC, the NASD or the FDRE against our subsidiaries based on complaints filed by a former employee of GHSI could result in fines and penalties, which could negatively impact the funds available for liquidating distributions.

        In July 2005, we received a series of notices of complaints from a single former employee of GHSI as follows: (i) our subsidiary GHSI received from the Department of Labor, Occupational Safety and Health Administration, or OSHA, notice that a former employee of GHSI is alleging violations of Title VIII of the Sarbanes Oxley Act of 2002, Section 806 of the Corporate and Criminal Fraud Accounting Act; (ii) our wholly-owned subsidiary, GTA-IB, LLC, received notice from the U.S. Equal Employment Opportunity Commission, or EEOC, of an alleged charge of discrimination by this former employee; (iii) GHSI received notice that its former employee has filed a complaint with the National Association of Securities Dealers, Inc., or NASD, alleging violations of applicable rules and of federal and state securities statutes; and (iv) GHSI received notice that its former employee had filed with the Florida Division of Real Estate, or FDRE, a complaint alleging that GHSI had failed to pay real estate commissions owed to him and wrongfully terminated him, among other complaints, in violation of applicable state and federal law.

        In November 2005, this former employee of GHSI entered into a settlement agreement with us and certain of our affiliates relating to these complaints. While this settlement agreement resolves the claims of this former employee, it is possible that OSHA, the EEOC, the NASD or the FDRE could pursue these claims even after we have entered the settlement agreement, potentially imposing upon us, our subsidiaries or our other affiliates fines, penalties or other remedies which could harm our operations.

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The Resort is subject to all the operating risks common to the hotel industry which could adversely affect its results of operations.

        Operating risks common to the Resort include:

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changes in general economic conditions, including the timing and robustness of the apparent recovery in the United States from the recent economic downturn and the prospects for improved performance in other parts of the world;



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the impact of war and terrorist activity (including threatened terrorist activity) and heightened travel security measures instituted in response thereto;



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domestic and international political and geopolitical conditions;



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decreases in the demand for transient rooms and related lodging services, including a reduction in business travel as a result of general economic conditions;



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the impact of internet intermediaries on pricing and our increasing reliance on technology;



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cyclical over-building in the hotel industry which increases the supply of hotel rooms;



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changes in travel patterns;



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changes in operating costs, including, but not limited to, energy, labor costs (including the impact of unionization), workers' compensation and health-care related costs, insurance and unanticipated costs such as acts of nature and their consequences;



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disputes with the managers of the Resort which may result in litigation;



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the availability of capital to allow us to fund renovations and investments at the Resort; and



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the financial condition of the airline industry and the impact on air travel.

General economic downturns, or an increase in labor or insurance costs, may negatively impact our results.

        Moderate or severe economic downturns or adverse conditions may negatively affect the operations of the Resort. These conditions may be widespread or isolated to one or more geographic regions. A tightening of the labor markets in Florida may result in fewer and/or less qualified applicants for job openings at the Resort. Higher wages, related labor costs and the increasing cost trends in the insurance markets may negatively impact our results as wages, related labor costs and insurance premiums increase. A general economic downturn, or increase in expenditures on insurance and labor costs, would adversely impact the operations of the Resort.

If we are unable to successfully compete for customers, it may adversely affect our operating results.

        The hotel industry is highly competitive. The Resort competes for customers with other hotel and resort properties. Some of our competitors may have substantially greater marketing and financial resources than we do, and they may improve their facilities, reduce their prices or expand or improve their marketing programs in ways that adversely affect our operating results.

Internet reservation channels may negatively impact our bookings and results of operations.

        Internet travel intermediaries such as Travelocity.com®, Expedia.com® and Priceline.com® are attempting to commoditize hotel rooms, by increasing the importance of price and general indicators of quality at the expense of brand or property specific identification. These agencies hope that consumers will eventually develop brand loyalties to their reservations system rather than to lodging brands. Although we expect to derive most of our business from traditional channels, if the amount of sales

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made through internet intermediaries increases significantly, our business and profitability may be significantly harmed.

The Resort places significant reliance on technology.

        The hospitality industry continues to demand the use of sophisticated technology and systems including technology utilized for property management, procurement, reservation systems, operation of customer loyalty programs, distribution and guest amenities. These technologies can be expected to require refinements and there is the risk that advanced new technologies will be introduced. There can be no assurance that as various systems and technologies become outdated or new technology is required we will be able to replace or introduce them as quickly as our competition or within budgeted costs for such technology. Further, there can be no assurance that we will achieve the benefits that may have been anticipated from any new technology or system.

The Resort is capital intensive, and may become uncompetitive in the event that sufficient financing is not available.

        For the Resort to remain attractive and competitive, we have to spend money periodically to keep the properties well maintained, modernized and refurbished. This creates an ongoing need for cash and, to the extent we cannot fund expenditures from cash generated by operations, we must seek to obtain funds from borrowings or otherwise. We may be unable to find such financing on favorable terms, if at all. To the extent that we are unsuccessful in obtaining such financing, it could adversely impact the Resort's results from operations.

Our investment in the Resort is subject to numerous risks which could adversely affect our income.

        We are subject to the risks that generally relate to investments in real property because we own the Resort. The investment returns available from equity investments in real estate such as the Resort depends in large part on the amount of income earned and capital appreciation generated by the Resort, and the expenses incurred. In addition, a variety of other factors affect income from the Resort and its real estate value, including governmental regulations, real estate, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. When interest rates increase, the cost of developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decreases. Any of these factors could have a material adverse impact on our results of operations or financial condition. If the Resort does not generate revenue sufficient to meet operating expenses, including debt service and capital expenditures, our income will be adversely affected.

Environmental Regulations may increase the Resort's costs, or our ability to develop, use or sell the Resort.

        Environmental laws, ordinances and regulations of various federal, state, local and foreign governments impact our properties and could make us liable for the costs of removing or cleaning up hazardous or toxic substances on, under, or in property we currently own or operate or that we previously owned or operated. These laws could impose liability without regard to whether we knew of, or were responsible for, the presence of hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to properly clean up such substances when present, could jeopardize our ability to develop, use, sell or rent the real property or to borrow using the real property as collateral. If we arrange for the disposal or treatment of hazardous or toxic wastes, we could be liable for the costs of removing or cleaning up wastes at the disposal or treatment facility, even if we never owned or operated that facility. Other laws, ordinances and regulations could require us to manage, abate or remove lead or asbestos containing materials. Certain laws, ordinances and regulations, particularly those governing the management or preservation of wetlands, coastal zones and threatened or endangered species, could limit our ability to develop, use, or sell the Resort.

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So-called acts of God, terrorist activity and war could adversely affect the Resort.

        The Resort's financial and operating performance may be adversely affected by so-called acts of God, such as natural disasters, in Florida and in areas of the world from which we draw a large number of guests. Similarly, wars (including the potential for war), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife and geopolitical uncertainty have caused in the past, and may cause in the future, our results to differ materially from anticipated results. Our revenues could be adversely impacted in the event that acts of God, war or terrorism impact the Resort's ability to attract guests.

Some potential losses are not covered by insurance.

        We carry comprehensive insurance coverage for general liability, property, business interruption and other risks with respect to the Resort. Our policies offer coverage features and insured limits that we believe are customary for similar type properties. Generally, our "all-risk" property policies provide that coverage is available on a per occurrence basis and that, for each occurrence, there is a limit as well as various sub-limits on the amount of insurance proceeds we can receive. In addition, there may be overall limits under the policies. Sub-limits exist for certain types of claims such as service interruption, abatement, expediting costs or landscaping replacement, and the dollar amounts of these sub-limits are significantly lower than the dollar amounts of the overall coverage limit.

        In addition, there are also other risks such as war, certain forms of terrorism such as nuclear, biological or chemical terrorism, acts of God such as hurricanes and earthquakes and some environmental hazards that may be deemed to fall completely outside the general coverage limits of our policies or may be uninsurable or may be too expensive to justify insuring against.

Our operations at the Resort are dependent upon outside managers, and if those managers are less successful than expected, the Resort's results of operations will be adversely affected, potentially in a material way.

        Westin manages the daily operations of the Resort pursuant to our Management Agreement with Westin, and Troon manages the golf facilities at the Resort pursuant to related contractual commitments with Westin. In the event that these third party managers fail to perform under their respective contracts as expected, or in the event that they default on their obligations, the Resort's results of operations will be adversely affected, potentially in a material way.

A sustained increase in energy costs may negatively impact the Resort's results by increasing its energy-related costs and by discouraging potential guests from traveling and taking part in recreational activities.

        During the past year, energy costs in the United States have increased substantially. Energy costs represent an increasingly larger percentage of the costs of the Resort, and we expect energy costs to increase in both in absolute and relative terms. In addition, we expect that higher energy costs will negatively affect the Resort by discouraging travel and recreational activities. In particular, potential guests of the Resort are less likely to travel as they bear the affects of higher energy costs as either higher airline fares or in an increased cost per gallon of gasoline. In addition, higher energy costs may reduce the disposable income of potential guests, making them less likely to spend money for travel and recreational activities. As a result of these factors, a sustained increase in energy costs may negatively impact the Resort's results by increasing its energy-related costs and by discouraging traveling and taking part in recreational activities.

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Exhibit 99.1