ITEM 9B. OTHER INFORMATION

Termination of Westin Management Agreement

On July 15, 2004, we entered in to a Management Agreement with Westin.  The Management Agreement provided, among other things, that Westin would manage the Resort.  By mutual agreement, on September 28, 2006, we entered in to a Termination and Release Agreement (the “Termination Agreement”) with Westin pursuant to which we and Westin agreed to terminate the Management Agreement as of October 31, 2006 (the “Termination Date”).  In addition to the termination of the Management Agreement, the Termination Agreement provides that (i) on or prior to October 3, 2006, we or GTA shall deposit $600 in the Resort’s operating account (which we did)  to be used in part to pay to Westin certain fees and charges accrued under the Management Agreement and which are expected to approximate this amount; (ii) on or prior to the earlier of March 31, 2008, or sale of the Resort by us, we will pay to Westin the termination fee provided under Section 4.4.2 of the Management Agreement calculated as of the Termination Date, estimated at $5,600; and (iii) Westin shall permit us to continue to access Westin’s “SAP” accounting system (which they have) for the operation of the Resort until March 31, 2007 for a total charge of $6,000.  The owner plans to independently manage the Resort as of the Termination Date and no longer use the Westin brand or their reservation system.

The foregoing summary of the material terms of the terminated Management Agreement does not purport to be complete and is qualified in its entirety by reference to the Management Agreement, which is filed as Exhibit 10.4 to our Current Report on Form 8-K filed on July 29, 2004, and the Termination Agreement, which is filed as Exhibit 10.13 to our current report on Form 8-K filed October 3, 2006.

Amendment of Parcel F Defense and Escrow Agreement

On December 28, 2006, we together with GTA and GTA, LP entered into a First Amendment to Defense and Escrow Agreement (the “Amendment”) with GHR and the Escrow Agent.  The Amendment, among other things, amends the distributions from a sale of Parcel F under the Defense and Escrow Agreement to reduce the distributions to us by $10and to reduce the distributions to GTA, LP by $700.  The Amendment also provides that, in the event that the purchaser of Parcel F (“Parcel F, LLC”) receives a return of its earnest money deposit pursuant to an Amended and Restated Agreement for the Sale and Purchase of Real Property - Parcel F between GHR and Parcel F, LLC, dated June 29, 2004 (as amended), the GHR shall receive an offsetting payment of the lesser of $200, or the amount of earnest money returned to Parcel F, LLC.  The Defense and Escrow Agreement was included as Exhibit 10.2 to GTA’s Current Report on Form 8-K which was filed on July 29, 2004.

In connection with the execution of the Amendment, GTA and Elk Funding entered into the Loan Satisfaction Agreement which provided, among other things, that when GHR receives $710 (which occurred on or about December 28, 2006)  pursuant to the terms of the Amendment (i) GTA’s obligations to Elk Funding under Note A shall be deemed to be paid in full and satisfied, (ii) the loan documents between GTA and Elk Funding shall be deemed terminated and neither party shall  have any further obligations under such documents and (iii) the Assignment of Defense and Escrow Agreement and the security interest created by such agreement shall be deemed terminated.  As further consideration for the satisfaction of Note A, GTA consented to the extension of the closing deadline pursuant to the Second Amendment to the Amended and Restated Agreement for Sale and Purchase of Real Property — Parcel F between GHR and Parcel F, LLC. Elk Funding also consented to the Amendment as part of the Loan Satisfaction Agreement.  Note A, made in the principal amount of $700, was secured by the Assignment of Defense and Escrow Agreement between GTA and Elk Funding.  Note A, Note B (which was previously repaid by GTA) and the loan agreement relating to both notes were included as Exhibit 10.7 to GTA’s Current Report Form 8-K which was filed on July 29, 2004.

The Amendment was included as Exhibit 10.2.2 to our Current Report on Form 8-K filed on January 4, 2007.  The description of the Amendment and the Loan Satisfaction Agreement are qualified in their entirety by the contents thereof.

On December 28, 2006, Note A was deemed satisfied, the obligations of the parties under the related loan documents were deemed terminated, and the Assignment of Defense and Escrow Agreement and the security interest created by such agreement were deemed terminated.

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