ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2005 • Golf Trust of America Inc • Real estate investment trusts • Florida
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”).
GOLF TRUST LOGO]Option Agreement • November 14th, 2005 • Golf Trust of America Inc • Real estate investment trusts • New York
This letter references that certain letter agreement (the "Option Agreement") dated as of May 6, 2005 by and between AEW Targeted Securities Fund, L.P. ("AEW") and Golf Trust of America, Inc. (the "Company"). As you know, the Company has entered into an agreement (the "Asset Purchase Agreement") with CMI Financial Network, LLC ("CMI") dated as of October 27, 2005 which contemplates, without limitation, the acquisition by CMI or its nominee1 (the "Buyer") of the Westin Innisbrook Resort (and certain related assets and liabilities thereof) by November 30, 2005. The Buyer has the right to extend the date of the closing to December 30, 2005. The Buyer also has the right to terminate the Asset Purchase Agreement for any reason until the expiration of the due diligence period on November 25, 2005. In connection with the Asset Purchase Agreement, we have requested, and by signing below AEW confirms, AEW's agreement to amend the Option Agreement as set forth below in this First Amendment to th
