GOLF TRUST OF AMERICA INC
EXHIBIT 10.3.3
<DOCUMENT>
<TYPE>EX-10.3-3
<SEQUENCE>4
<FILENAME>a2029513zex-10_33.txt
<DESCRIPTION>EXHIBIT 10.3.3
<TEXT>

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                                                                 Exhibit 10.3.3

                         AMENDMENT TO AND RESTATEMENT OF
                                CREDIT AGREEMENT

         THIS AMENDMENT TO AND RESTATEMENT OF CREDIT AGREEMENT (the
"Amendment") is entered into as of the 1st day of October, 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) BANK OF AMERICA, N.A. (formerly, NationsBank, N.A.) as the
sole lender (the "Lender") and (iv) BANK OF AMERICA, N.A., a national banking
association, in its capacity as administrative agent (the "Administrative
Agent").

                              STATEMENT OF PURPOSE

         The Borrower, the Guarantors, the Lender and the Administrative
Agent are parties to a certain Credit Agreement dated as of March 31, 1999,
as amended pursuant to that certain Amendment To and Restatement of Credit
Agreement dated as of March ___, 2000 (as so amended, the "Credit
Agreement"), pursuant to which the Lender has made certain Loans to the
Borrower. The Borrower, the Lender and the Administrative Agent 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.        REDUCTION OF AGGREGATE COMMITMENT. Section 1.1 of
the Credit Agreement is hereby amended by deleting the reference to
"Twenty-five Million Dollars ($25,000,000)" from the definition of "Aggregate
Commitment" and inserting in lieu thereof "Ten Million Dollars ($10,000,000)."

         SECTION 2.        EXTENSION OF TERMINATION DATE. Section 2.6 of the
Credit Agreement is hereby amended by deleting the same in its entirety and
inserting in lieu thereof the following:

                  TERMINATION OF CREDIT FACILITY. The Credit Facility shall
         terminate upon the earlier of (a) March 31, 2001, (b) the date on which
         the indebtedness of the Borrower to the Lenders under the Amended and
         Restated Credit Agreement is $190,000,000 or less; (c) the date of
         termination by the Borrower pursuant to Section 2.5(a) hereof; and (d)
         the date of termination by the Administrative Agent on behalf of the
         Lenders pursuant to Section 11.2(a).

         SECTION 3.        AMENDMENT OF SCHEDULE 1. Schedule 1 of the Credit
Agreement is hereby amended to provide that from and after the date hereof
the "Commitment" shall be $10,000,000.

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         SECTION 4.        REPRESENTATIONS AND WARRANTIES. To induce the
Lender and the Administrative Agent 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 no Default or Event of Default exists under the
Credit Agreement. Each Credit Party hereby 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 5.        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;

         (ii)     receipt by the Administrative Agent of an originally executed
                  Note evidencing the obligation of the Borrower to repay the
                  Credit Facility in the amount of up to $10,000,000; and

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

         SECTION 6.        CONDITIONS TO FURTHER LOANS. The obligation of the
Lenders to make any additional Loans under the Credit Facility is subject to
compliance by the Borrower with Section 5.3 and the approval by the Lenders
of the form and substance of the plan to be developed by GTA and approved by
the shareholders of GTA implementing the decision of the Board of Directors
of GTA to either sell GTA or execute an orderly disposition of the assets of
GTA.

         SECTION 7.        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
Administrative Agent 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 8.        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.

<PAGE>

         SECTION 9.        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 10.       DEFINITIONS. All capitalized terms used and not
defined herein shall have the meanings given thereto in the Credit Agreement.

         SECTION 11.       GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NORTH CAROLINA.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed and delivered by their respective duly authorized officers as of
the date first above written.

[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
                                     ----------------------------------------
                                     Name:    W. Bradley Blair
                                     Title:   President and CEO


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


                               By:   /s/      W. Bradley Blair
                                     ----------------------------------------
                                     Name:    W. Bradley Blair
                                     Title:   President and CEO

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


                               By:   /s/      W. Bradley Blair
                                     ----------------------------------------
                                     Name:    W. Bradley Blair
                                     Title:   President and CEO



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

<PAGE>


                               By:   /s/      W. Bradley Blair
                                     ----------------------------------------
                                     Name:    W. Bradley Blair
                                     Title:   President and CEO



                               SANDPIPER-GOLF TRUST, LLC
                               By:      Golf Trust of America, L.P.,
                                        Its Sole Member

                               By:      G.T.A., GP, INC.,
                                        Its General Partner


                               By:   /s/      W. Bradley Blair
                                     ----------------------------------------
                                     Name:    W. Bradley Blair
                                     Title:   President and CEO




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


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


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