GOLF TRUST OF AMERICA INC
EXHIBIT 10.3.2
<DOCUMENT>
<TYPE>EX-10.3-2
<SEQUENCE>3
<FILENAME>a2029513zex-10_32.txt
<DESCRIPTION>EXHIBIT 10.3.2
<TEXT>

<PAGE>

                                                                 Exhibit 10.3.2

                      FIRST AMENDMENT TO AND RESTATEMENT OF
                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO AND RESTATEMENT OF AMENDED AND RESTATED
CREDIT AGREEMENT (the "Amendment") is entered into as of the 6th day of
April, 2000 by and among (i) GOLF TRUST OF AMERICA, L.P., a limited
partnership organized under the laws of Delaware (the "Borrower"), (ii) the
Guarantors referred to in this Amendment, (iii) THE LENDERS referred to in
this Amendment (collectively, the "Lenders"), (iv) BANK OF AMERICA, N.A., as
Administrative Agent (the "Administrative Agent"), (v) FIRST UNION NATIONAL
BANK, as Syndication Agent and (vi) FLEET NATIONAL BANK (formerly known as
BankBoston, N.A.), as Documentation Agent.

                              STATEMENT OF PURPOSE

         The Borrower, the Guarantors, the Lenders and the Agents are parties
to a certain Amended and Restated Credit Agreement dated as of March 31, 1999
(as amended and restated hereby and as further amended or modified, the
"Credit Agreement"), pursuant to which the Lenders have agreed to make, and
have made, certain Loans to the Borrower. The Borrower, the Lenders and the
Agents have agreed to amend the Credit Agreement upon the terms and
conditions of this Amendment.

         NOW, THEREFORE, in consideration of the premises and mutual
agreements contained herein, the parties hereto hereby agree as follows:

         SECTION 1.        ADDITIONAL  DEFINED TERMS.  Section 1.1 of the
Credit Agreement is amended by adding the following defined terms in the
appropriate alphabetical order:

                  "CAPITAL IMPROVEMENT LOANS" has the meaning assigned thereto
         in Section 10.4(e)(i).

                  "WORKING CAPITAL LOANS" has the meaning assigned thereto in
         Section 10.4(e)(i).

         SECTION 2.        EBITDA DEFINITION. The definition "EBITDA" set
forth in Section 1.1 of the Credit Amendment is amended by deleting the same
in its entirety and inserting in lieu thereof the following:

                  "EBITDA" means, with respect to any Person for any period, (a)
         Net Income of such Person for such period, excluding any extraordinary
         gains or other non-recurring gains or non-cash losses occurring outside
         the ordinary course of business including any gains or non-cash losses
         from the sale or other disposition of assets other than in the ordinary
         course of business, PLUS (b) the sum of the following for such period
         to the extent properly deducted in the determination of Net Income: (i)
         Interest Expense of such Person; (ii) income and franchise taxes

<PAGE>

         of such Person; and (iii) amortization, depreciation and other non-cash
         charges (including amortization of good will and other intangible
         assets) of such Person, MINUS (c) to the extent included in the
         determination of Net Income (x) payments under any Participating Lease
         (or any mortgage or promissory note) with respect to which, at the time
         of determination of EBITDA, any payment is more than thirty (30) days
         past due, and (y) that portion of any payment under (i) any
         Participating Lease accrued to the Capital Replacement Fund (as defined
         under such Participating Lease) or (ii) the Innisbrook Loan Agreement
         accrued to the Capital Replacement Reserve (as defined in the
         Innisbrook Loan Agreement), MINUS (d) commencing January 1, 2000, the
         aggregate fundings during such period under Working Capital Loans, PLUS
         (e) commencing January 1, 2000, the aggregate repayments received
         during such period with respect to Working Capital Loans funded after
         January 1, 2000.

         SECTION 3.        TOTAL ASSETS DEFINITION. The definition "Total
Assets" set forth in Section 1.1 of the Credit Amendment is amended by deleting
the same in its entirety and inserting in lieu thereof the following:

                  "TOTAL ASSETS" means, as of any date, the aggregate amount of
         (a) except as otherwise stated below, all assets which would be
         reflected on a Consolidated balance sheet of the Credit Parties
         prepared in accordance with GAAP PLUS (b) accumulated depreciation in
         accordance with GAAP PLUS (c) an amount equal to $51,403,099, the
         difference between (x) the total consideration paid for The Heritage
         Golf Club, The Legends Golf Club and Oyster Bay Golf Club and (y) the
         aggregate book value of such golf course properties as shown on the
         Consolidated balance sheet of the Credit Parties due to downward
         adjustments required by APB No. 16. The unpaid balance of all Working
         Capital Loans shall be excluded from any determination of Total Assets.

         SECTION 4.        AMENDMENT OF SECTION 8.10(d). Section 8.10(d) of
the Credit Agreement is amended by deleting subparagraphs (ii) and (iii)
thereof in their entirety and inserting in lieu thereof the following:

                  (ii) Provided the Sandpiper Golf Course is closed by December
         31, 2000 for a re-design of all or any portion of the golf course, the
         Sandpiper Golf Course shall not be required to comply with the
         quarterly Gross Golf Revenues requirement set forth in Section
         8.10(d)(i) above after the last full quarter preceding the date on
         which it is closed for play until the earlier of (x) the quarter
         commencing July 1, 2002 or (y) the second full calendar quarter after
         the completion of the work and the reopening of the Sandpiper Golf
         Course for play. The lessee of the Sandpiper Golf Course shall continue
         to make its required payments to the applicable Credit Party under the
         related Participating Lease.

         SECTION 5.        AMENDMENT OF SECTION 10.4. LIMITATIONS ON LOANS,
ADVANCES, INVESTMENTS AND ACQUISITIONS. Section 10.4(e) is hereby amended by
deleting the same in its entirety and inserting in lieu thereof the following:

<PAGE>

                  (e)      loans to Lessees or other Persons; PROVIDED that:

                           (i) the proceeds of such loans will be used (A) to
                  construct capital improvements that are, or would become (as
                  set forth below), part of a golf course property owned by the
                  Credit Parties (such loans being referred to herein as
                  "Capital Improvement Loans") or (B) to fund working capital
                  and general corporate requirements of any Lessee whether or
                  not related to capital improvements to a golf course property
                  leased by such Lessee under a Participating Lease (such loans
                  being referred to herein as "Working Capital Loans");

                           (ii) the aggregate amount of Working Capital Loans
                  which the Credit Parties are obligated to make (herein, the
                  "Working Capital Loans Commitment") shall at no time exceed an
                  amount equal to 3% of Total Assets, and the aggregate amount
                  of Capital Improvement Loans which the Credit Parties are
                  obligated to make (herein, the "Capital Improvement Loans
                  Commitment") PLUS the amounts utilized for the construction of
                  improvements to golf course properties to the extent permitted
                  under Section 10.11 PLUS the Working Capital Loans Commitment
                  shall not exceed an aggregate of 5% of Total Assets at any
                  time;

                           (iii) the Person receiving such Loan shall have
                  executed a promissory note in favor of the Borrower, in form
                  and substance satisfactory to the Administrative Agent; and

                           (iv) the Borrower shall own the property on which the
                  capital improvements are to be constructed or have a binding
                  contractual right to purchase such property.

         SECTION 6.        AMENDMENT OF SECTION 10.11. LIMITATIONS ON
IMPROVEMENTS. Section 10.11 is hereby amended by deleting the same in its
entirety and inserting in lieu thereof the following:

                  SECTION 10.11 LIMITATIONS ON IMPROVEMENTS. Permit more than 5%
         of Total Assets, LESS the sum of the Working Capital Loans Commitment
         and the Capital Improvement Loans Commitment, to be utilized at any one
         time for the construction of improvements to golf course properties,
         provided that compliance by the Credit Parties with this Section 10.11
         and with the limitation on Capital Improvement Loans set forth in
         Section 10.4(e) shall be determined without regard for funds used to
         construct the renovations and improvements to the Sandpiper Golf
         Course.

         SECTION 7.        REPRESENTATIONS AND WARRANTIES. To induce the
Lenders and the Agents to execute this Amendment, each of the Credit Parties
hereby confirms that each representation and warranty made by it under the
Loan Documents is true and correct in all material respects as of the date
hereof and that after giving effect to this Amendment, no Default or Event of
Default exists under the Credit Agreement. Each Credit Party hereby

<PAGE>

represents and warrants that as of the date hereof, there are no claims or
offsets against or defenses or counterclaims to its obligations under the
Credit Agreement or any other Loan Document.

         SECTION 8.        CONDITIONS TO  EFFECTIVENESS.  This Amendment shall
become effective upon completion of the following conditions to the satisfaction
of the Administrative Agent:

         (i)      receipt by the Administrative Agent of an originally executed
                  copy of this Amendment; and

         (ii)     receipt by the Administrative Agent of any other document or
                  instrument reasonably requested by it in connection with the
                  execution of this Amendment.

         SECTION 9.        RESTATEMENT; LIMITED AMENDMENT. Except as
expressly amended herein, the Credit Agreement (including, without
limitation, the guaranties contained therein) and each other Loan Document
shall continue to be, and shall remain, in full force and effect and each
provision of the Credit Agreement not expressly amended hereby is
incorporated herein by reference as if expressly restated herein in its
entirety. This Amendment shall not be deemed (i) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or (ii) to prejudice any other right or rights which the
Agents or any Lender may now have or may have in the future under or in
connection with the Credit Agreement or the Loan Documents or any of the
instruments or agreements referred to therein, as the same may be amended or
modified from time to time.

         SECTION 10.       REFERENCES TO THE CREDIT AGREEMENT. Upon the
execution and effectiveness of this Amendment, each reference to the Credit
Agreement in the Loan Documents shall be deemed to be a reference to the
Credit Agreement as amended and restated by this Amendment, and as further
amended, supplemented, restated or otherwise modified in the future by one or
more other written amendments or supplements or modification agreements
entered into pursuant to the applicable provisions of the Credit Agreement.

         SECTION 11.       COUNTERPARTS. This Amendment may be executed by one
or more of the parties hereto in any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.

         SECTION 12.       DEFINITIONS. All capitalized terms used and not
defined herein shall have the meanings given thereto in the Credit Agreement.

         SECTION 13.       GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NORTH CAROLINA.


                             (SIGNATURES NEXT PAGE)



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, all as of the day and year first
written above.

[CORPORATE SEAL]               GOLF TRUST OF AMERICA, L.P., a Delaware
                               limited partnership

                               By:   GTA GP, Inc., a Maryland corporation, its
                                     general partner



                               By:   /s/  W. Bradley Blair, II
                                     ----------------------------------------
                                     W. Bradley Blair, II
                                     Its Chief Executive Officer and President



[CORPORATE SEAL]               GOLF TRUST OF AMERICA, INC., a Maryland
                               corporation



                               By:   /s/  W. Bradley Blair, II
                                     ----------------------------------------
                                     W. Bradley Blair, II
                                     Its Chief Executive Officer and President



[CORPORATE SEAL]               GTA GP, INC., a Maryland corporation



                               By:   /s/  W. Bradley Blair, II
                                     ----------------------------------------
                                     W. Bradley Blair, II
                                     Its Chief Executive Officer and President



  [CORPORATE SEAL]             GTA LP, INC., a Maryland corporation



                               By:   /s/  W. Bradley Blair, II
                                     ----------------------------------------
                                     W. Bradley Blair, II
                                     Its Chief Executive Officer and President

<PAGE>

                               SANDPIPER--GOLF TRUST, LLC, a Delaware limited
                               liability company

                               By:   Golf Trust of America, L.P., as Manager
                               By:   GTA GP, Inc., its General Partner



                               By:   /s/  W. Bradley Blair, II
                                     ----------------------------------------
                                     W. Bradley Blair, II
                                     Its Chief Executive Officer and President


                               BANK OF AMERICA, N.A., as Administrative Agent
                               and Lender



                               By:   /s/  Dale Zeglin
                                     ----------------------------------------
                                     Name: Dale Zeglin
                                     Title: Senior Vice President


<PAGE>



                                     FIRST UNION NATIONAL BANK,
                                     as Syndication Agent and Lender



                               By:   /s/  Cynthia A. Bean
                                     ----------------------------------------
                                     Name:  Cynthia A. Bean
                                     Title:  Vice President




<PAGE>



                               FLEET NATIONAL BANK, formerly known as
                               BankBoston, N.A., as Documentation Agent
                               and Lender



                               By:   /s/  Daniel P. Stegemoeller
                                     ----------------------------------------
                                     Name:  Daniel P. Stegemoeller
                                     Title:   VICE PRESIDENT




<PAGE>



                               CREDIT LYONNAIS NEW YORK BRANCH, as Lender



                               By:   /s/  Bruno DeFloor
                                    ----------------------------------------
                                     Name:  Bruno DeFloor
                                     Title: Vice President




<PAGE>



                               SOCIETE GENERALE, SOUTHWEST AGENCY, as Lender



                               By:   /s/  Huvishka Ali
                                    ----------------------------------------
                                     Name:  Huvishka Ali
                                     Title:  Vice President


</TEXT>
</DOCUMENT>
