1024126--4/17/2006--GOLF_TRUST_OF_AMERICA

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Risks that might Delay or Reduce our Liquidating Distributions 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. preferred dividends for which we have not recorded a liability, reducing our liquidating distributions to common stockholders. We cannot guarantee that we will be able to enter into a binding agreement for the sale or other disposition of the Resort. 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. Stockholder litigation related to the plan of liquidation could result in substantial costs and distract our management. 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. 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. 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. 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. 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. Our loss of REIT status exposes us to potential income tax liability in the future, which could lower the amount of our 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. Distributing interests in a liquidating trust may cause you to recognize gain prior to the receipt of cash. 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. Our stock may be de-listed from American Stock Exchange, which would make it more difficult for investors to sell their shares. We and our subsidiary, GTA-IB LLC, expect to incur significant compliance costs relating to the Exchange Act and Sarbanes-Oxley Act. Risks Relating to the Resort 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. The Resort s performance may not provide adequate resources to fund the refurbishment reimbursement to the Rental Pool participants. 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. Severe weather patterns experienced by Florida during 2004 and the southeastern portion of the United States during 2005 could result in depressed bookings, adversely affecting the Resort s results of operations and reducing proceeds to the participants in the Rental Pool. Recent severe weather patterns could further intensify the seasonal nature of the results of the Resort. We are subject to all the operating risks common to the hotel industry which could adversely affect our results of operations. General economic downturns, or an increase in labor or insurance costs, may negatively impact our results. If we are unable to successfully compete for customers, it may adversely affect our operating results. Internet reservation channels may negatively impact our bookings and results of operations. The Resort places significant reliance on technology. The Resort is capital intensive, and may become uncompetitive in the event that sufficient financing is not available. Our investment in the Resort is subject to numerous risks, which could adversely affect our income. Environmental regulations may increase the Resort s costs, or limit our ability to develop, use or sell the Resort. Although the courts have recently delivered favorable rulings in the Land Use Lawsuits to which we are a party, in the event that the ultimate rulings in these matters are unfavorable to us, the value of Parcel F and the Resort would be adversely effected. So-called acts of God, terrorist activity and war could adversely affect the Resort. Some potential losses of the Resort are not covered by insurance. 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. 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.

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1024126--4/17/2006--GOLF_TRUST_OF_AMERICA_INC