SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 6)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NATIONAL GOLF PROPERTIES, INC.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

Common Stock – 63623G-10-9

(CUSIP Number)

Charles S. Paul

National Golf Properties, Inc.

2951 28th Street, Suite 3001

Santa Monica, CA 90405

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Neil Miller

General Counsel

National Golf Properties, Inc.

2951 28th Street, Suite 3001

Santa Monica, CA 90405

September 14, 2002

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b) (3) or (4), check the following box  ¨.

(Continued on following pages)

(Page 1 of 14 Pages)

SCHEDULE 13D

  CUSIP No. 63623G-10-9 Page 2 of 14

1.	Name of Reporting Person David G. Price
2.	Check the Appropriate Box if a Member of a Group (a)  [ ]   (b)  [ ]
3.	SEC Use Only
4.	Source of Funds Not Applicable. See Item 4.
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)[ ]
6.	Citizenship or Place of Organization United States

	7.	Sole Voting Power 3,610,632 shares of Common Stock(1)
Number of Shares Beneficially Owned by	8.	Shared Voting Power 75,000 shares of Common Stock
Each Reporting Person With	9.	Sole Dispositive Power 3,610,632 shares of Common Stock(1)
	10.	Shared Dispositive Power 75,000 shares of Common Stock

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,610,632 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [x]
13.	Percent of Class Represented by Amount in Row (11) 22%(2)
14.	Type of Reporting Person IN

(1) Includes 3,255,694 shares of Common Stock issuable in exchange for an equal number of common limited partnership units of National Golf Operating Partnership, L.P. (“NGOP”) permitted to be issued to the David G. Price Trust and its affiliates within 60 days of the date of this report. See Item 5.

(2) Based on 13,121,148 shares of common stock, $.01 par value, outstanding as set forth in the Company’s Form 10-Q for the quarter ended June 30, 2002.

SCHEDULE 13D

  CUSIP No. 63623G-10-9 Page 3 of 14

1.	Name of Reporting Person David G. Price Trust
2.	Check the Appropriate Box if a Member of a Group  (a)  [ ]   (b)  [ ]
3.	SEC Use Only
4.	Source of Funds Not Applicable. See Item 4.
5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)[ ]
6.	Citizenship or Place of Organization California

	7.	Sole Voting Power 3,610,632 shares of Common Stock(1)
Number of Shares Beneficially Owned by	8.	Shared Voting Power -0- shares of Common Stock
Each Reporting Person With	9.	Sole Dispositive Power 3,610,632 shares of Common Stock(1)
	10.	Shared Dispositive Power -0-

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,610,632 shares of Common Stock
12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [  ]
13.	Percent of Class Represented by Amount in Row (11) 22%(2)
14.	Type of Reporting Person OO

(1) Includes 3,255,694 shares of Common Stock issuable in exchange for an equal number of common limited partnership units of NGOP permitted to be issued to the David G. Price Trust and its affiliates within 60 days of the date of this report. See Item 5.

(2) Based on 13,121,148 shares of common stock, $.01 par value, outstanding as set forth in the Company’s Form 10-Q for the quarter ended June 30, 2002.

Item 1.    Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of National Golf Properties, Inc., a Maryland corporation (the “Issuer” or the “Company”). The Issuer’s principal executive offices are located at 2951 28th Street, Suite 3001, Santa Monica, California 90405.

Item 2.    Identity and Background.

(a).  Pursuant to Rule 13d-1(k)(1), this statement is being filed jointly by David G. Price, an individual, and the David G. Price Trust, of which Mr. Price is the sole trustee (together, the “Reporting Persons”). The Reporting Persons are filing this statement jointly pursuant to a Joint Filing Agreement attached hereto as Exhibit 1.

(b).  The business address for both Reporting Persons is c/o American Golf Corporation, 2951 28th Street, Suite 3000, Santa Monica, California 90405.

(c).  Mr. Price is Chairman of the Board of Directors of the Company and Chairman of the Board of Directors of American Golf Corporation (“AGC”). AGC is a private golf course management company. The address of AGC is 2951 28th Street, Suite 3000, Santa Monica, California 90405.

(d).  During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)

(e).  During the last five years, neither of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f).  Mr. Price is a citizen of the United States of America. The David G. Price Trust is a trust created under the laws of the State of California.

Item 3.    Source and Amount of Funds or Other Consideration.

Not Applicable. See Item 4.

Item 4.    Purpose of Transaction.

On March 29, 2002, Mr. Price and the David G. Price Trust entered into a definitive Agreement and Plan of Merger and Reorganization (the “Reorganization Agreement”) with the Company, National Golf Operating Partnership, L.P., a less-than-wholly owned subsidiary of the Company (“NGOP”), American International Golf, a newly formed Delaware corporation (“AIG”), Dallas P. Price, the Dallas P. Price Trust, AGC, and certain shareholders and affiliates of AGC, as attached hereto as Exhibit 2.

Under the Reorganization Agreement, the Company and AGC will become subsidiaries of a newly formed holding company. Under the terms of the Reorganization Agreement, all issued and outstanding shares of Common Stock of the Company will be converted on a one-to-one basis into an equal number of shares of common stock of the new company, and all common limited partnership units of NGOP (other than those held by certain affiliates) will be converted on a one-to-one basis into an equal number of shares of common stock of the new company, and all common limited partnership units of NGOP (other than those held by certain affiliates) will be converted on a one-to-one basis into an equal number of shares of common stock in the new company (such shares and units will represent a total of 20.5 million votes in the newly combined company).

In addition, shareholders of AGC and its affiliates will receive total consideration of up to 100,000 shares of Class C preferred stock in AIG, 156,005 shares of common stock in the new company and $10,000 in cash. This Class C preferred stock represents a total of 230,000 votes of the newly formed combined company. The shares of

4

Class C preferred stock may be converted into shares of common stock of the newly combined company under certain circumstances.

The consummation of the reorganization and the other transactions contemplated by the Reorganization Agreement are subject to, among other things, the approval of the shareholders of the Company, the lenders of the company and AGC, the unit holders of NGOP and customary regulatory and other approvals.

On September 14, 2002, in contemplation of the Merger Agreement, as described below, David G. Price and the David G. Price Trust entered into an Amended and Restated Agreement and Plan of Merger and Reorganization by and among NGP, National Golf Operating Partnership, L.P., AGC, Golf Enterprises, Inc., David G. Price and Dallas P. Price, the David G. Price Trust and the Dallas P. Price Trust, the AGC Contributors, the Transferred Entity Contributors, each as defined therein, and American International Golf, Inc., dated as of September 14, 2002, as set forth on Exhibit 17. Under the terms of the Amended and Restated Agreement, the Reorganization Agreement is suspended until the termination of the NGP Merger Agreement, as described below, and terminate on the closing of the Merger Agreement.

On July 19, 2002, David G. Price and the David G. Price Trust agreed to pledge an aggregate of 354,938 shares of Common Stock and 3,255,694 common limited partnership units of NGOP pursuant to a limited guarantee of certain of AGC’s obligations to Bank of America and to the holders of AGC’s 9.35% Senior Secured Notes as described in a Restructuring Agreement, dated as of July 1, 2002, by and among AGC, Bank of America, N.A., a national banking association, and the holders of AGC’s 9.35% Senior Secured Notes, attached hereto as Exhibit 13. David G. Price and the David G. Price Trust are required to substitute cash collateral in the amount of $16,000,000 for the pledged shares of Common Stock and common limited partnership units by October 15, 2002, and Mountaingate Land, L.P., a California limited partnership is required to provide cash collateral in the amount of $10,000,000 by September 30, 2002, each of which may include proceeds from the disposition of the pledged shares of Common Stock and/or common limited partnership units pursuant to a Collateral Agency and Intercreditor Agreement, dated as of July 19, 2002, by and among AGC, David G. Price, the David G. Price Trust, Mountaingate Land L.P., a California limited partnership, Jim Colbert Golf, Inc., a Nevada corporation, Golf Enterprises, Inc., a Kansas corporation, BNY Midwest Trust as Collateral Agent, Bank of America, and the holders of AGC’s 9.35% Senior Secured Notes, attached hereto as Exhibit 15. David G. Price and the David G. Price Trust intend to sell or pledge all or a portion of the pledged shares of Common Stock and common limited partnership units to obtain the aggregate $26,000,000 cash collateral required to be provided pursuant to the Collateral Agency and Intercompany Agreement.

In the event that the secured parties foreclose on any of the pledged securities or the cash collateral pursuant to the Collateral Agency and Intercreditor Agreement, Dallas P. Price and the Dallas P. Price Trust have agreed to provide David G. Price and the David G. Price Trust with fifty percent of such foreclosed shares of Common Stock or common limited partnership units, or the cash equivalent thereof, as described in the Price Shared Liability Agreement dated as of July 19, 2002, by and among David G. Price, the David G. Price Trust, Dallas P. Price and the Dallas P. Price Trust, attached hereto as Exhibit 12. In the event that David G. Price arranges to obtain the substitute cash collateral as required by the Collateral Agency and Intercreditor Agreement by a further pledge of the Common Stock and/or common limited partnership units or by selling the pledged Common Stock and/or common limited partnership units, Dallas P. Price and the Dallas P. Price Trust agreed to provide David G. Price and the David G. Price Trust with fifty percent of such interests sold by David G. Price and the David G. Price Trust as described in the Price Shared Liability Agreement.

On September 14, 2002, David G. Price and the David G. Price Trust entered into a Collateral Substitution Agreement by and among GS Capital Partners 2000, L.P., Whitehall Street Global Real Estate Limited Partnership, 2001, SOF-VI U.S. Holdings, L.L.C., David G. Price and the David G. Price Trust, dated as of September 14, 2002, as set forth on Exhibit 19. Under the terms of the Collateral Substitution Agreement, if Goldman and Starwood, as each are defined therein, provide a guarantee in satisfaction of David G. Price and the David G. Price Trust’s substitute cash collateral obligations pursuant to the Collateral Agency and Intercreditor Agreement attached hereto as Exhibit 15, David G. Price and the David G. Price Trust shall execute and deliver a promissory note secured by a first lien pledge of an aggregate of 354,938 shares of Common Stock and 3,255,694 common limited partnership units of NGOP. Pursuant to the Price Shared Liability Agreement, as set forth on Exhibit 12, Dallas P. Price and the Dallas P. Price Trust have agreed to provide David G. Price and the David G. Price Trust with fifty percent of any

5

such pledged shares, or the cash equivalent thereof, in the event that David G. Price and/or the David G. Price Trust pledge any securities pursuant to the Collateral Substitution Agreement.

On September 14, 2002, the Company entered into a Merger Agreement with NGP LLC, NGOP and New NGOP LLC as set forth on Exhibit 18. Under the terms of the Merger Agreement, each share of common stock of the Company, par value $0.01 per share will be converted into the right to receive $12.00 in cash without interest, less any dividends or distributions paid on such share of common stock by NGP prior to the closing of the transactions contemplated by the Merger Agreement. In addition, each common limited partnership unit of NGOP will be converted into the right to receive $12.00 in cash without interest, less any distributions (except as provided in the Merger Agreement) paid on such common limited partnership unit of NGOP prior to the closing of the of the transactions contemplated by the Merger Agreement.

The consummation of the Merger Agreement and the other transactions contemplated thereby are subject to, among other things, the approval of the shareholders of the Company, the common limited partnership unit holders of NGOP and customary regulatory and other approvals. The Merger Agreement is filed hereto as Exhibit 18 and the terms of which are incorporated herein by this reference.

Item 5.    Interest in the Securities of the Issuer.

(a), (b).  Mr. Price is the sole trustee of the David G. Price Trust which directly owns 3,255,694 common limited partnership units of NGOP, and which indirectly owns a beneficial interest in 315,357 common limited partnership units of NGOP.

Pursuant to the terms of the Third Amended and Restated Partnership Agreement of NGOP, up to 1,336,352 common limited partnership units of NGOP owned by the David G. Price Trust and its affiliates, including the MOCA Trust (as defined below), may be exchanged for an equal number of shares of Common Stock in any one-year period ending August 18 of each such year. Exchanging common limited partnership units (i) directly owned by the David G. Price Trust results in the David G. Price Trust, and Mr. Price as the sole trustee, having sole voting power and sole dispositive power over the shares issuable upon the exchange of such units and (ii) indirectly owned by the David G. Price Trust results in the David G. Price Trust, and Mr. Price as the sole trustee, having shared voting power and shared dispositive power over the shares issuable upon the exchange of such units. The David G. Price Trust, of which David G. Price is the sole trustee, directly owns 1,336,352 shares of Common Stock which are issuable within 60 days of the date of this report upon the exchange of an equal number of common limited partnership units of NGOP under the terms of the Third Amended and Restated Partnership Agreement of NGOP.

On July 22, 2002, David G. Price and the David G. Price Trust entered into a Unit Exchange and Registration Rights Agreement between AIG, and the Company, on the one hand, and David G. Price, individually and the David G. Price Trust on the other hand (the “Registration Rights Agreement”), attached hereto as Exhibit 16. Pursuant to the Registration Rights Agreement, the Company, as the general partner of NGOP, agreed to allow the exchange of any common limited partnership units for an equal number of shares of Common Stock provided that the such common limited partnership units are sold or pledged and the net proceeds of such sale are used to provide the $26,000,000 aggregate cash collateral required pursuant to the Collateral Agency Agreement as set forth in Item 4 above.

The 3,610,632 shares of Common Stock as to which Mr. Price has the sole voting power and sole dispositive power are comprised of the following:

(i)  354,938 shares of Common Stock owned directly by the David G. Price Trust, of which Mr. Price is the sole trustee;

and

(ii)  3,255,694 shares of Common Stock issuable within 60 days of the date of this report upon the exchange of an equal number of common limited partnership units of NGOP directly owned by the David G. Price Trust, of which Mr. Price is the sole trustee.

6

The 3,610,632 shares of Common Stock as to which the David G. Price Trust has sole voting power and sole dispositive power is comprised of the following:

(i)  354,938 shares of Common Stock owned directly by the David G. Price Trust; and

(ii)  3,255,269 shares of Common Stock issuable within 60 days of the date of this report upon the exchange of an equal number of common limited partnership units of NGOP directly owned by the David G. Price Trust.

The 75,000 shares of Common Stock as to which Mr. Price has shared voting power and shared dispositive power are shares owned directly by Oaks Christian High School, of which Mr. Price is a member of the board of trustees. Mr. Price disclaims beneficial ownership of such shares.

Pursuant to the terms of the Reorganization Agreement all issued and outstanding shares of Common Stock of the Company will be converted on a one-to-one basis into an equal number of shares of common stock of the newly combined company, and all common limited partnership units of NGOP (other than those held by certain affiliates) will be converted on a one-to-one basis into an equal number of shares of common stock in the newly combined company (such shares and units will represent a total of 20.5 million votes in the newly combined company). In addition, shareholders of AGC and its affiliates will receive total consideration of up to 100,000 shares of Class C preferred stock in the newly combined company (of which Mr. Price will receive, subject to certain adjustments, 36,340 shares). The shares of Class C preferred stock may be convertible in some instances into shares of common stock of the newly combined company. The Reorganization Agreement also contemplates a potential third party investor and/or financing. The Reorganization Agreement is filed hereto as Exhibit 2 and the terms of which are incorporated herein by this reference.

On September 14, 2002 in contemplation of the Merger Agreement, as described below, David G. Price and the David G. Price Trust entered into an Amended and Restated Agreement and Plan of Merger and Reorganization by and among NGP, National Golf Operating Partnership, L.P., AGC, Golf Enterprises, Inc., David G. Price and Dallas P. Price, the David G. Price Trust and the Dallas P. Price Trust, the AGC Contributors, the Transferred Entity Contributors, each as defined therein, and American International Golf, Inc., dated as of September 14, 2002, as set forth on Exhibit 17, which suspends the consummation of any of the transactions contemplated by the Reorganization Agreement until the termination of the NGP Merger Agreement, as described below, or the closing of the NGP Merger Agreement.

On September 14, 2002, the Company entered into a Merger Agreement with NGP LLC, National Golf Operating Partnership, L.P., (“NGOP”) and New NGOP LLC as set forth on Exhibit 18. Under the terms of the Merger Agreement, each share of common stock of the Company, par value $0.01 per share will be converted into the right to receive $12.00 in cash without interest, less any dividends or distributions paid on such share of common stock by NGP prior to the closing of the transactions contemplated by the Merger Agreement. In addition, each common limited partnership unit of NGOP will be converted into the right to receive $12.00 in cash without interest, less any distributions (except as provided in the Merger Agreement) paid on such common limited partnership unit of NGOP prior to the closing of the of the transactions contemplated by the Merger Agreement.

Mr. Price is the sole trustee of the Dallas P. Price Charitable Lead Trust #1 (the “MOCA Trust”) benefiting the Museum of Contemporary Art, which owns 405,882 common limited partnership units of NGOP. Mr. Price has sole voting and sole disposition power over the shares issuable to the MOCA Trust upon the exchange of an equal number of common limited partnership units of NGOP owned by the MOCA Trust. However, because the MOCA Trust is an affiliate of Mr. Price, the MOCA Trust would not be able to exchange common limited partnership units for shares of Common Stock in excess of the 1,336,352 shares assumed issued to the David G. Price Trust, as discussed above. Consequently, no shares in respect of the MOCA Trust are reported as beneficially owned by Mr. Price for purposes of this report. Mr. Price disclaims any beneficial ownership of the shares issuable upon exchange of any units held by the MOCA Trust.

(c).  There were no transactions of Common Stock involving Mr. Price or the David G. Price Trust during the past 60 days.

7

(d).  Not Applicable.

(e).  Not Applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Under the Third Amended and Restated Agreement of Limited Partnership of the NGOP, dated as of July 28, 1999 (the “Partnership Agreement”), the David G. Price Trust, as a limited partner of the NGOP, has the right exercisable once in each twelve-month period commencing September 19, 1994 to (a) exchange up to one-third of its common limited partnership units of NGOP for shares of Common Stock or (b) sell up to one-third of its common limited partnership units of NGOP to the Company for cash, in each case pursuant to the terms and conditions set forth in the Partnership Agreement.

Under the terms of a Director Designation Agreement, dated as of August 18, 1993, by and among the Company, the NGOP and David G. Price, David G. Price is entitled to designate one less than a majority of the Company’s Board of Directors so long as David G. Price and his family (a) continue to serve as directors of the Company and (b) together own at least 20% of the outstanding shares of Common Stock (including shares issuable upon exchange of common limited partnership units of NGOP).

Under the terms of a Shareholders and Partners Agreement, dated as of July 2, 1998, by and between Dallas Price and Mr. Price (the “Shareholders Agreement”), Dallas Price and Mr. Price agreed, among other things, (a) to grant each other a right of first refusal with respect to any sale or transfer of any portion of the other party’s ownership interest in certain business entities, including the NGOP (but not the Company), (b) to take all actions required (including voting their shares of Common Stock or common limited partnership units of NGOP) to maintain the Company’s REIT status, and (c) to grant each other certain “tag along” and “drag along” rights with respect to the sale of the other party’s ownership interests in certain business entities, including the NGOP (but not the Company).

On March 29, 2002, Mr. Price and the David G. Price Trust also entered into a Voting Agreement with the Company, NGOP, AIG and Dallas P. Price and the Dallas P. Price Trust whereby Mr. Price and the David G. Price Trust agreed to vote their shares of Common Stock of the Company and common limited partnership units of NGOP in support of the reorganization. The Voting Agreement is attached hereto as Exhibit 10.

On September 14, 2002, David G. Price and the David G. Price Trust entered into an Amended and Restated Voting Agreement by and among each of the persons listed on the signature pages thereto, each an equityholder of NGP, and/or NGOP as the case may be, American International Golf, Inc., NGP and NGOP dated as of September 14, 2002, set forth hereto as Exhibit 20. The Amended and Restated Voting Agreement, amends and restates the Voting Agreement dated as of March 29, 2002, set forth as Exhibit 10 hereto, in its entirety and such Voting Agreement has no force and effect after September 14, 2002. Under the terms of the Amended and Restated Voting Agreement, David G. Price and the David G. Price Trust agree to vote their shares of Common Stock of the Company and the common limited partnership units of NGOP in support of the transactions contemplated by the Merger Agreement and the Amended and Restated Agreement and Plan of Merger and Reorganization. The terms of the Amended and Restated Voting Agreement attached hereto as Exhibit 20 are incorporated herein by this reference.

On September 14, 2002, David G. Price and the David G. Price Trust entered into a Voting Agreement by and among each of the persons listed on the signature pages thereto, each an equityholder of AGC, NGP, and/or NGOP as the case may be, and NGP LLC dated as of September 14, 2002, set forth hereto as Exhibit 21. Under the terms of the Voting Agreement, David G. Price and the David G. Price Trust agree to vote their shares of Common Stock of the Company and the common limited partnership units of NGOP in support of the transactions contemplated by the Merger Agreement and the Amended and Restated Agreement and Plan of Merger and Reorganization. The terms of the Voting Agreement attached hereto as Exhibit 21 are incorporated herein by this reference.

8

A total of 319,801 common limited partnership units of NGOP held by the David G. Price Trust that were pledged to Bank of America in support of certain loan obligations described in the Pledge Agreement, dated as of July 30, 1996, as amended and assumed, attached hereto as Exhibit 3, have been released pursuant to the Waiver and Consent dated as of July 19, 2002, attached hereto as Exhibit 11.

A total of 319,800 common limited partnership units of NGOP held by Dallas P. Price and the Dallas P. Price Trust are pledged to Bank of America in support of certain loan obligations described in the Pledge Agreement. In the event that the pledgee forecloses on any of the remaining pledged common limited partnership units of NGOP pursuant to the Pledge Agreement, David G. Price has agreed to provide to Dallas P. Price and the Dallas P. Price Trust, fifty percent of any such foreclosed common limited partnership units of NGOP, or the cash equivalent thereof, as set forth in the Price Shared Liability Agreement.

On July 19, 2002, David G. Price and the David G. Price Trust pledged an aggregate of 354,938 shares of Common Stock and 3,255,694 common limited partnership units of NGOP pursuant to a limited guarantee of certain of AGC’s obligations to Bank of America and the holders of the 9.35% Senior Secured Notes of AGC as described in the Restructuring Agreement and the Collateral Agency and Intercreditor Agreement. David G. Price and the David G. Price Trust are required to substitute cash collateral in the amount of $16,000,000 for the pledged shares of Common Stock and common limited partnership units by October 15, 2002, and Mountaingate Land, L.P., a California limited partnership is required to provide cash collateral in the amount of $10,000,000 by September 30, 2002, each of which may include proceeds from the disposition of the pledged shares of Common Stock and/or common limited partnership units. David G. Price and the David G. Price Trust intend to sell or pledge all or a portion of the pledged shares of Common Stock and common limited partnership units to obtain the aggregate $26,000,000 cash collateral required to be provided pursuant to the Collateral Agency and Intercompany Agreement.

In the event that the secured parties foreclose on any of the pledged securities or the cash collateral pursuant to the Collateral Agency and Intercompany Agreement, Dallas P. Price and the Dallas P. Price Trust have agreed to provide David G. Price and the David G. Price Trust with fifty percent of such foreclosed shares of Common Stock or common limited partnership units, or the cash equivalent thereof, as described in the Price Shared Liability Agreement. In the event that David G. Price arranges to obtain the substitute cash collateral as required by the Restructuring Agreement by a further pledge of the Common Stock and/or common limited partnership units or by selling the pledged Common Stock and/or common limited partnership units, Dallas P. Price and the Dallas P. Price Trust agreed to provide David G. Price and the David G. Price Trust with fifty percent of such interests sold by David G. Price and the David G. Price Trust as described in the Price Shared Liability Agreement.

In connection with the Restructuring Agreement, the Registrant entered into a Facilitation Agreement with AGC, the Company and NGOP, dated as of July 22, 2002, attached hereto as Exhibit 14, pursuant to which David G. Price and the David G. Price Trust agreed to vote all of the outstanding shares of capital stock of the Company and equity interests in NGOP owned by David G. Price or the David G. Price Trust in favor of any merger, consolidation, tender or exchange offer, business combination or similar transaction involving all or a substantial portion of the then outstanding equity interests in the Company and/or NGOP, subject to certain requirements as described therein.

On September 14, 2002, David G. Price and the David G. Price Trust entered into a Collateral Substitution Agreement by and among GS Capital Partners 2000, L.P., Whitehall Street Global Real Estate Limited Partnership, 2001, SOF-VI U.S. Holdings, L.L.C., David G. Price and the David G. Price Trust, dated as of September 14, 2002, as set forth on Exhibit 19. Under the terms of the Collateral Substitution Agreement, if Goldman and Starwood, as each are defined therein, provide a guarantee in satisfaction of David G. Price and the David G. Price Trust’s substitute cash collateral obligations pursuant to the Collateral Agency and Intercreditor Agreement attached hereto as Exhibit 15, David G. Price and the David G. Price Trust shall execute and deliver a promissory note secured by a first lien pledge of an aggregate of 354,938 shares of Common Stock and 3,255,694 common limited partnership units of NGOP. Pursuant to the Price Shared Liability Agreement, as set forth on Exhibit 12, Dallas P. Price and the Dallas P. Price Trust have agreed to provide David G. Price and the David G. Price Trust with fifty percent of any such pledged shares, or the cash equivalent thereof, in the event that David G. Price and/or the David G. Price Trust pledge any securities pursuant to the Collateral Substitution Agreement.

9

Except as set forth above, to the best knowledge of each of the Reporting Persons, there are no other contracts, arrangements, understanding or relationships (legal or otherwise) among persons named in Item 2 and between such persons including but not limited to, transfer or voting of any of the securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company.

Item 7.    Material to be Filed as Exhibits.

Exhibit 1.	Joint Filing Agreement, dated as of September 19, 2002.
Exhibit 2.	Agreement and Plan of Merger and Reorganization, dated as of March 29, 2002 (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K dated March 29, 2002).
Exhibit 3.	Pledge Agreement (“Pledge Agreement”) dated as of July 30, 1996, by and between David G. Price, Dallas P. Price and David G. Price as Trustee of The Price Revocable Trust Amendment in Entirety, executed February 9, 1987, as amended, and Bank of America (incorporated by reference to Exhibit 2 to the Schedule 13D of the Reporting Persons filed October 26, 1998).
Exhibit 4.	Assumption Agreement dated December 24, 1998 among Bank of America, David G. Price as Trustee of the David G. Price Trust and Dallas P. Price as Trustee of the Dallas P. Price Trust (incorporated by reference to Exhibit 4 to the Schedule 13D/A of the Reporting Persons filed February 21, 2002).
Exhibit 5.	First Amendment to Pledge Agreement, dated as of October 7, 1996, by and between David G. Price, Dallas P. Price and David G. Price as Trustee of The Price Revocable Trust Amendment in Entirety, executed February 9, 1987, as amended, and Bank of America (incorporated by reference to Exhibit 5 to the Schedule 13D/A of the Reporting Persons filed February 21, 2002).
Exhibit 6.	Second Amendment to the Pledge Agreement, dated as of March 31, 2000, by and between David G. Price as Trustee of The Price Revocable Trust Amendment in Entirety, executed February 9, 1987, as amended, David G. Price as Trustee of the David G. Price Trust, Dallas P. Price as Trustee of the Dallas P. Price Trust and Bank of America (incorporated by reference to Exhibit 6 to the Schedule 13D/A of the Reporting Persons filed February 21, 2002).
Exhibit 7.	Third Amended and Restated Agreement of Limited Partnership of National Golf Operating Partnership, L.P., dated as of July 28, 1999, (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1999).
Exhibit 8.	Director Designation Agreement, dated as of August 18, 1993, by and among National Golf Properties, Inc., National Golf Operating Partnership, L.P. and David G. Price (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
Exhibit 9.	Shareholders and Partners Agreement, dated as of July 2, 1998, by and between Dallas Price and David Price (incorporated by reference to Exhibit 6 to the Schedule 13D of the Reporting Persons filed October 26, 1998).
Exhibit 10.	Voting Agreement among Mr. Price and the David G. Price Trust, Ms. Price and the Dallas P. Price Trust, the Company, AIG and NGOP dated as of March 29, 2002 (incorporated by reference to Exhibit 10 to the Schedule 13D/A of the Reporting Persons filed April 4, 2002).
Exhibit 11.	Consent and Waiver dated as of July 19, 2002 among Mountaingate Land L.P., a California limited partnership, Mr. Price, the David G. Price Trust, and Bank of America, N.A., a national banking association (incorporated by reference to Exhibit 99.14 of the Company’s Report on Form 8-K dated July 23, 2002).

10

Exhibit 12.	Price Shared Liability Agreement dated as of July 19, 2002 by and between David G. Price and Dallas P. Price (incorporated by reference to Exhibit 12 to the Schedule 13D of the Reporting Persons filed August 9, 2002).
Exhibit 13.	Restructuring Agreement dated as of July 1, 2002, by and among AGC, Bank of America, N.A., a national banking association and the Purchasers of the 9.35% Senior Secured Notes of AGC as defined therein (incorporated by reference to Exhibit 99.2 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 14.	Facilitation Agreement dated as of July 22, 2002, by and among AGC, Golf Enterprises, Inc., National Golf Properties, Inc., National Golf Operating Partnership, L.P., and American International Golf, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 15.	Collateral Agency and Intercreditor Agreement, dated as of July 19, 2002, by and among AGC, David G. Price, the David G. Price Trust, Mountaingate Land L.P., a California limited partnership, Jim Colbert Golf, Inc., a Nevada corporation, Golf Enterprises, Inc., a Kansas corporation, BNY Midwest Trust as Collateral Agent, Bank of America, and the holders of AGC’s 9.35% Senior Secured Notes (incorporated by reference to Exhibit 99.7 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 16.	Unit Exchange and Registration Rights Agreement, dated as of July 22, 2002, between American International Golf, Inc., a Delaware corporation, and National Golf Properties, Inc., a Maryland corporation, on the one hand, and David G. Price, individually and the David G. Price Trust on the other hand (incorporated by reference to Exhibit 10.4 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 17.	Amended and Restated Agreement and Plan of Merger and Reorganization by and among NGP, National Golf Operating Partnership, L.P., AGC, Golf Enterprises, Inc., David G. Price and Dallas P. Price, the David G. Price Trust and the Dallas P. Price Trust, the AGC Contributors, the Transferred Entity Contributors, each as defined therein, and American International Golf, Inc., dated as of September 14, 2002 (incorporated by reference to Exhibit 99.4 of the Company Report on Form 8-K dated September 18, 2002).
Exhibit 18.	Agreement and Plan of Merger among NGP LLC, National Golf Properties, Inc., National Golf Operating Partnership, L.P., and New NGOP LLC, dated as of September 14, 2002 (incorporated by reference to Exhibit 99.2 of the Company Report on Form 8-K dated September 18, 2002).
Exhibit 19.	Collateral Substitution Agreement by and among GS Capital Partners 2000, L.P., Whitehall Street Global Real Estate Limited Partnership, 2001, SOF-VI U.S. Holdings, L.L.C., David G. Price and the David G. Price Trust, and Mountaingate Land, L.P. dated as of September 14, 2002.
Exhibit 20.	Amended and Restated Voting Agreement by and among each of the persons listed on the signature pages thereto, each an equityholder of NGP, and/or NGOP as the case may be, American International Golf, Inc., NGP and NGOP dated as of September 14, 2002.
Exhibit 21.	Voting Agreement by and among each of the persons listed on the signature pages thereto, each an equityholder of AGC, NGP, and/or NGOP as the case may be, and NGP LLC dated as of September 14, 2002.

11

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DAVID G. PRICE, as an individual
By:	/s/    DAVID G. PRICE
	David G. Price

DAVID G. PRICE Trust
By:	/s/    DAVID G. PRICE
	David G. Price
	Trustee

12

EXHIBIT INDEX

Exhibit 1.	Joint Filing Agreement, dated as of September 19, 2002.
Exhibit 2.	Agreement and Plan of Merger and Reorganization, dated as of March 29, 2002 (incorporated by reference to Exhibit 99.2 to the Company’s Form 8-K dated March 29, 2002).
Exhibit 3.	Pledge Agreement (“Pledge Agreement”) dated as of July 30, 1996, by and between David G. Price, Dallas P. Price and David G. Price as Trustee of The Price Revocable Trust Amendment in Entirety, executed February 9, 1987, as amended, and Bank of America (incorporated by reference to Exhibit 2 to the Schedule 13D of the Reporting Persons filed October 26, 1998).
Exhibit 4.	Assumption Agreement dated December 24, 1998 among Bank of America, David G. Price as Trustee of the David G. Price Trust and Dallas P. Price as Trustee of the Dallas P. Price Trust (incorporated by reference to Exhibit 4 to the Schedule 13D/A of the Reporting Persons filed February 21, 2002).
Exhibit 5.	First Amendment to Pledge Agreement, dated as of October 7, 1996, by and between David G. Price, Dallas P. Price and David G. Price as Trustee of The Price Revocable Trust Amendment in Entirety, executed February 9, 1987, as amended, and Bank of America (incorporated by reference to Exhibit 5 to the Schedule 13D/A of the Reporting Persons filed February 21, 2002).
Exhibit 6.	Second Amendment to the Pledge Agreement, dated as of March 31, 2000, by and between David G. Price as Trustee of The Price Revocable Trust Amendment in Entirety, executed February 9, 1987, as amended, David G. Price as Trustee of the David G. Price Trust, Dallas P. Price as Trustee of the Dallas P. Price Trust and Bank of America (incorporated by reference to Exhibit 6 to the Schedule 13D/A of the Reporting Persons filed February 21, 2002).
Exhibit 7	Third Amended and Restated Agreement of Limited Partnership of National Golf Operating Partnership, L.P., dated as of July 28, 1999, (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 1999).
Exhibit 8.	Director Designation Agreement, dated as of August 18, 1993, by and among National Golf Properties, Inc., National Golf Operating Partnership, L.P. and David G. Price (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995).
Exhibit 9.	Shareholders and Partners Agreement, dated as of July 2, 1998, by and between Dallas Price and David Price (incorporated by reference to Exhibit 6 to the Schedule 13D of the Reporting Persons filed October 26, 1998).
Exhibit 10.	Voting Agreement among Mr. Price and the David G. Price Trust, Ms. Price and the Dallas P. Price Trust, the Company, AIG and NGOP dated as of March 29, 2002 (incorporated by reference to Exhibit 10 to the Schedule 13D/A of the Reporting Persons filed April 4, 2002).
Exhibit 11.	Consent and Waiver dated as of July 19, 2002 among Mountaingate Land L.P., a California limited partnership, Mr. Price, the David G. Price Trust, and Bank of America, N.A., a national banking association (incorporated by reference to Exhibit 99.14 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 12.	Price Shared Liability Agreement dated as of July 19, 2002 by and between David G. Price and Dallas P. Price (incorporated by reference to Exhibit 12 to the Schedule 13D of the Reporting Persons filed August 9, 2002).

13

Exhibit 13.	Restructuring Agreement dated as of July 1, 2002, by and among AGC, Bank of America, N.A., a national banking association and the Purchasers of the 9.35% Senior Secured Notes of AGC as defined therein (incorporated by reference to Exhibit 99.2 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 14.	Facilitation Agreement dated as of July 22, 2002, by and among AGC, Golf Enterprises, Inc., National Golf Properties, Inc., National Golf Operating Partnership, L.P., and American International Golf, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 15.	Collateral Agency and Intercreditor Agreement, dated as of July 19, 2002, by and among AGC, David G. Price, the David G. Price Trust, Mountaingate Land L.P., a California limited partnership, Jim Colbert Golf, Inc., a Nevada corporation, Golf Enterprises, Inc., a Kansas corporation, BNY Midwest Trust as Collateral Agent, Bank of America, and the holders of AGC’s 9.35% Senior Secured Notes (incorporated by reference to Exhibit 99.7 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 16.	Unit Exchange and Registration Rights Agreement, dated as of July 22, 2002, between American International Golf, Inc., a Delaware corporation, and National Golf Properties, Inc., a Maryland corporation, on the one hand, and David G. Price, individually and the David G. Price Trust on the other hand (incorporated by reference to Exhibit 10.4 of the Company’s Report on Form 8-K dated July 23, 2002).
Exhibit 17.	Amended and Restated Agreement and Plan of Merger and Reorganization by and among NGP, National Golf Operating Partnership, L.P., AGC, Golf Enterprises, Inc., David G. Price and Dallas P. Price, the David G. Price Trust and the Dallas P. Price Trust, the AGC Contributors, the Transferred Entity Contributors, each as defined therein, and American International Golf, Inc., dated as of September 14, 2002 (incorporated by reference to Exhibit 99.4 of the Company Report on Form 8-K dated September 18, 2002).
Exhibit 18.	Agreement and Plan of Merger among NGP LLC, National Golf Properties, Inc., National Golf Operating Partnership, L.P., and New NGOP LLC, dated as of September 14, 2002 (incorporated by reference to Exhibit 99.2 of the Company Report on Form 8-K dated September 18, 2002).
Exhibit 19.	Collateral Substitution Agreement by and among GS Capital Partners 2000, L.P., Whitehall Street Global Real Estate Limited Partnership, 2001, SOF-VI U.S. Holdings, L.L.C., David G. Price and the David G. Price Trust, and Mountaingate Land, L.P. dated as of September 14, 2002.
Exhibit 20.	Amended and Restated Voting Agreement by and among each of the persons listed on the signature pages thereto, each an equityholder of NGP, and/or NGOP as the case may be, American International Golf, Inc., NGP and NGOP dated as of September 14, 2002.
Exhibit 21.	Voting Agreement by and among each of the persons listed on the signature pages thereto, each an equityholder of AGC, NGP, and/or NGOP as the case may be, and NGP LLC dated as of September 14, 2002.

14

EX-1

Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree to jointly file a statement on Schedule 13D, together with any amendments thereto (collectively, the “Schedule 13Ds”), with the Securities and Exchange Commission pursuant to the requirements of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.

DAVID G. PRICE, as an individual
By:	/s/    DAVID G. PRICE
	David G. Price

DAVID G. PRICE Trust
By:	/s/    DAVID G. PRICE
	David G. Price Trustee

Date: September 19, 2002

EX-19

Exhibit 19

GS Capital Partners 2000, L.P.

Whitehall Street Global Real Estate Limited Partnership, 2001

c/o Goldman Sachs & Co.

85 Broad Street

New York, NY 10004

SOF-VI U.S. Holdings, LLC

c/o Starwood Capital Group Global, L.L.C.

591 West Putnam Ave.

Greenwich, CT 06830

September 14, 2002

David G. Price

c/o American Golf Corporation

2951 28^th Street, Suite 3000

Santa Monica, CA 90405-2961

Mountaingate Land Company, L.P.

2951 28^th Street

Santa Monica, CA 90405-2961

Re:  Collateral Substitution Agreement, Lease Extension Agreement & Other

Ladies and Gentlemen:

Reference is hereby made to that certain Restructuring Agreement and Limited Waiver (including all exhibits and schedules thereto, the “Restructuring Agreement”) dated as of July 1, 2002, by and among American Golf Corporation (“AGC”), Bank of America, N.A. (“Bank of America”) and the holders (the “Noteholders”) of AGC’s 9.35% senior secured notes due July 1, 2004, pursuant to which (i) David G. Price and the David G. Price Trust (collectively, “David G. Price”) agreed to pledge 354,938 shares of common stock of National Golf Properties, Inc. (“NGP”) and 3,255,694 common limited partnership units of National Golf Operating Partnership, L.P. (“NGOP”) (collectively the “Pledged Securities”) and (ii) David G. Price agreed to cause Mountaingate Land Company, L.P. to grant a second deed of trust on Mountaingate Country Club (the “Mountaingate Mortgage”) as collateral to guarantee certain of AGC’s obligations to Bank of America and the Noteholders (collectively, the “AGC Lenders”). The Restructuring Agreement requires David G. Price to substitute cash collateral in the amount of $10,000,000 for the Mountaingate Mortgage by September 30, 2002, and $16,000,000 for the Pledged Securities by October 15, 2002.

David G. Price and an entity (“Acquiror”) which is an affiliate of each of (a) GS Capital Partners 2000, L.P. and of Whitehall Street Global Real Estate Limited Partnership, 2001 collectively, “Goldman” and (b) SOF VI U.S. Holdings, LLC “Starwood”) are concurrently with the execution and delivery hereof entering into a Purchase Agreement (the “Purchase Agreement”), by and among Acquiror, AGC, Golf Enterprises, Inc. (“GEI”), the David G. Price Trust, the Dallas P. Price Trust, David G. Price and Dallas P. Price (collectively, the “Prices”), the AGC Sellers and the Transferred Entity Sellers as defined therein. Capitalized terms used but not defined herein, or in Schedule 1 attached hereto, shall have the meanings as set forth in the Purchase Agreement. As a mutual inducement to David G. Price and Acquiror entering into the Purchase Agreement, the parties to this letter hereby covenant and agree to the following:

1.  Promptly following the execution and delivery of the Purchase Agreement, Goldman, Starwood and/or their affiliates, who enjoy substantial business relationships with Bank of America, will use their reasonable efforts to assist David G. Price in obtaining a consent from the AGC Lenders to suspend, reduce or modify the aforesaid collateral substitution requirement aggregating $26,000,000 pending the closing of the transactions contemplated by the Purchase Agreement.

2.  If the AGC Lenders are unwilling to provide accommodations requested pursuant to paragraph 1 above, then, at the request of David G. Price, Goldman and Starwood will offer the AGC Lenders (directly or through their collateral agent) a commercially acceptable guaranty (the “Guaranty”) of up to $26,000,000 or such lesser amount as the AGC Lenders shall accept as satisfaction of the collateral substitution requirement. If the AGC Lenders accept such Guaranty, then David G. Price shall facilitate the provision by Goldman and Starwood of such Guaranty to the AGC Lenders as follows:

(A)  In consideration of the Guaranty and concurrently with the issuance thereof, David G. Price shall pay (in accordance with paragraph 2(C) below) a fee to Goldman and Starwood equal to the Guaranty Fee.

(B)  In addition to the aforesaid Guaranty Fee, David G. Price shall pay to Goldman and Starwood each month in arrears an unused facility fee equal to the Facility Fee Rate of the amounts available and unfunded from time to time under the Guaranty (the “Facility Fee”). The documents in respect of the Guaranty will provide that any failure of David G. Price to make payments of the Facility Fee will permit Goldman and Starwood to exercise remedies against the collateral described below, but will not affect the rights of the beneficiary of the Guaranty.

(C)  Concurrently with the issuance of the Guaranty (and as a condition thereto): David G. Price, as maker, shall execute and deliver a promissory note (the “Note”) to Goldman and Starwood, as holders, which Note shall be in the stated principal amount of $26,000,000 (or such lesser amount as the AGC Lenders shall accept as satisfaction of the collateral substitution requirement) plus the amount of all Advance and Guaranty Fees thereon and which Note shall evidence all amounts funded under the Guaranty from time to time. An Advance Fee shall be

2

added to the principal balance evidenced by the Note. The Note shall bear interest at the Note Interest Rate (for avoidance of doubt, the Facility Fee shall not be assessed on amounts from time to time outstanding under the Note and thus shall not be duplicative with interest accruing on the Note). The Note (as well as the obligation to pay the Facility Fee) shall be secured by both a duly perfected first lien pledge of the Pledged Securities and by a recorded second mortgage or deed of trust on the Mountaingate Country Club (the “MG Second Mortgage”); provided, however, that if the principal amount of the Guaranty is $10,000,000 or less, then only the MG Second Mortgage and not the Pledged Securities shall secure the Note and payment of the Facility Fee. The MG Second Mortgage shall be subordinate only to either the existing first mortgage thereon in the approximate amount of $17,000,000 or by the Refinanced First Mortgage (as defined below)), with said security instruments to be executed and delivered and said priorities duly perfected concurrently with the execution and delivery of the Note. The second mortgage or deed of trust shall have the benefit of a recorded subordination agreement executed by AGC with respect to its leasehold interest in Mountaingate Country Club (and, thus, the holder of the second mortgage or deed of trust shall have the right to terminate the leasehold in the event of a foreclosure of such second mortgage or deed of trust). In addition to the execution and delivery of the aforesaid Note, first lien pledge of Pledged Securities and second mortgage or deed of trust, at issuance of the Guaranty, David G. Price shall deliver or cause to be delivered such other instruments, documents, opinions of counsel, title insurances (without, however, requiring any updated completion surveys for any such title insurances) and other required items for closing of the transaction evidenced by the Note as Goldman and Starwood may require (both as to form and content) so long as all such requirements are in accordance with customary commercial practice for institutional lenders making loans similar to that evidenced by the Note secured by collateral similar to that securing the Note. In addition to receipt by Goldman and Starwood of the delivery items, closing of the transaction evidenced by the Note shall be conditioned on there being no bankruptcy by Mr. David G. Price or Mountaingate Company at closing, on Goldman’s and Starwood’s reasonable satisfaction with the state of title to the collateral and on due perfection of Goldman’s and Starwood’s security interests (and in the event that, at Mr. David G. Price’s request, such closing shall occur on a date that is later than September 29, 2002, then such closing shall be subject to additional reasonable and customary closing conditions as Goldman and Starwood may request). All out-of-pocket, third-party costs incurred by Goldman and Starwood in connection with their performance under this paragraph 2 and paragraph 3 below shall be reimbursed by David G. Price or Mountaingate Land Company at execution and delivery of the Note, subject, however, to David G. Price’s reimbursement rights in respect of such costs as set forth in paragraph 4 below. Mountaingate Land Company, L.P. (“Mountaingate Company”) is currently considering refinancing the existing first mortgage loan on Mountaingate Country Club. The “Refinanced First Mortgage” refers to a new first mortgage loan on Mountaingate Country Club (if entered into) provided that (a) the principal amount thereof shall not be larger than the amount necessary to effect such refinancing and (b) either (i) the lien of such mortgage loan shall be junior to the Amended MG Lease (as defined below) or (ii) the documentation therefor shall provide for a subordination, nondisturbance and attornment agreement with respect to the Amended MG Lease in a form reasonably acceptable to Acquiror; provided, however, that the provisions of this clause (b) shall apply only to the Amended MG Lease and shall not apply to the current leasehold under the

3

“Current MG Lease” (as hereinafter defined) which shall continue to be subordinate in all respects to the existing financing, the MG Second Mortgage and any Refinanced First Mortgage.

(D)  Goldman and Starwood agree that the obligations evidenced the Note shall be secured solely by the collateral pledged or encumbered to secure the Note as referenced above and that the Note shall be without personal recourse to David G. Price, other than in respect of those exceptions to the otherwise non-personal-recourse nature of the Note as are expressly set forth therein and as are customarily required by institutional lenders making loans similar to that evidenced by the Note (e.g., fraud, misappropriation, waste, etc.). Except as aforesaid, no personal liability for the obligations evidenced by the Note shall be sought by the holders thereof against David G. Price or any other person.

(E)  The holders of the Note from time to time shall be subrogated to the rights of the creditors in respect of any obligation paid from the proceeds of the Guaranty, subject, however, to any subordination arrangements currently in place with respect to such rights; provided, however, that nothing in this clause (E) shall be construed as limiting any right or obligation of the holders elsewhere set forth in this letter agreement.

(F)  No further advances shall be required under the Guaranty and the Note shall mature at the earliest to occur of: (i) the Closing Date; (ii) March 31, 2003; or (iii) that date which 60 days after any termination of the Purchase Agreement as a result of NGP having accepted a superior offer; provided, however, that aforesaid reference to March 31, 2003 shall be modified to be May 31, 2003 in the event (and only in the event) that the Closing Date fails to occur on or before March 31, 2003 for reasons other than (i) a default, breach or failure of performance by David G. Price or his Affiliates under the Purchase Agreement or (ii) a termination of the Purchase Agreement as a result of NGP having accepted a superior offer. David G. Price, Goldman and Starwood shall cooperate in the provision of any notices reasonably requested by the AGC Lenders to avoid a situation in which the Guaranty would have expired pursuant to the operation of clauses (i) or (iii) of the first sentence of this subparagraph (F) without the AGC Lenders having notice of same and an opportunity to have made demand under the Guaranty.

3.  If the Guaranty is not acceptable to each of the AGC Lenders, then, at the request of David G. Price, Goldman and Starwood shall propose, as an alternative to the Guaranty, either (i) the delivery by them of one or more commercially acceptable letters of credit (collectively, “Letter of Credit”) or (ii) the payment of cash, in either case in an amount of up to $26,000,000 or such lesser amount as the AGC Lenders shall accept as satisfaction of the collateral substitution requirement.

If the AGC Lenders accept a Letter of Credit, then:

(1)  the delivery of such Letter of Credit shall constitute and be deemed a full funding of the maximum amount thereof under the Note regardless of whether or not or to what extent amounts are ever drawn by the AGC Lenders under such Letter of Credit (however, any amount remaining undrawn under such Letter of

4

Credit at the time the same expires undrawn or is returned to Goldman and Starwood shall be credited, concurrently with such return, against amounts outstanding under the Note);

(2)  the Letter of Credit Guaranty Fee shall be added to the principal amount of the Note concurrently with the delivery of the Letter of Credit to the AGC Lenders or their designee;

(3)  there shall be no Facility Fee; and

(4)  the provisions of subparagraphs 2(C) through (F) above shall apply with references to the “Letter of Credit” being deemed substituted for references therein to the “Guaranty”.

If the AGC Lenders accept cash, then:

(1)  the amount of such cash shall constitute an advance under the Note;

(2)  the Cash Guaranty Fee shall be added to the principal amount of the Note concurrently with the delivery of such cash to the AGC Lenders or their designee;

(3)  there shall be no Facility Fee; and

(4)  the provisions of subparagraphs 2(C) through (F) above shall apply with references to the cash so accepted being deemed to be substituted for references therein to the “Guaranty”.

Subject to satisfaction of the conditions to Goldman’s and Starwood’s obligations elsewhere set forth in this agreement, then on the terms and subject to the provisions set forth in this letter agreement, Goldman and Starwood shall provide the substituted collateral (i.e., the Guaranty, Letter of Credit or cash) on or before September 29, 2002 or at such later date as requested by David G. Price (provided the Purchase Agreement shall not have been terminated on or before any such later date). It shall be a further condition of Goldman’s and Starwood’s obligation as aforesaid to provide the substituted collateral that at the time of such substitution, there shall be: (x) no material default by parties other than the Acquiror under the Purchase Agreement; (y) no material default by parties other than the Acquiror’s Affiliates under the Merger Agreement; and (z) neither the Acquiror nor its Affiliates shall have given any written notice of termination of the Purchase Agreement or Merger Agreement.

4.  Notwithstanding anything to the contrary in any agreement directly or indirectly binding upon or benefitting any of David G. Price, NGP, AGC, any party to the Purchase Agreement or any of their respective affiliates, including, but without limitation, the Credit Enhancement Agreement: (A) none of David G. Price’s costs and expenses incurred in connection with

5

obtaining any suspension as referenced in paragraph 1 above (including, without limitation, any extension fees charged by the AGC Lenders) shall be reimbursed by any other party and all such costs and expenses shall be borne solely by David G. Price or Mountaingate Company without reimbursement; and (B) except for up to, but not in excess of, an amount which, when added to all other costs and expenses reimbursed in accordance with the Credit Enhancement Agreement, shall not exceed an aggregate $250,000 of costs and expenses to be reimbursed in accordance with the terms of the Credit Enhancement Agreement, none of David G. Price’s costs and expenses incurred in connection with any of the transactions referenced in paragraphs 2 and 3 above, including, but without limitation, any fees or interest expense, shall be reimbursed by AGC, NGP or any of their respective affiliates and, except as aforesaid, all such costs and expenses shall be borne solely by David G. Price or Mountaingate Company without reimbursement (Mountaingate Company, which owns the Mountaingate Country Club, is not an affiliate of AGC or of NGP for purposes of this provision); provided, however, that without limitation upon the foregoing, but in addition thereto, no reimbursements shall be made pursuant to the Credit Enhancement Agreement that would be inconsistent with or in violation of the provisions of the Facilitation Agreement or any other agreement currently in effect with the AGC Lenders or any of them.

5.  Concurrently with the Closing of the Acquisition Transactions, David G. Price agrees to cause Mountaingate Company to enter into an amended and restated lease (“Amended MG Lease”) for that certain lease dated March 1, 1988, between AGC, as lessee, and Mountaingate Company, as lessor (as the same has heretofore been amended, including, without limitation, the amendment extending the term thereof to the MG First Extension Date, the “Current MG Lease”), with AGC on the Closing Date. The Amended MG Lease shall be based upon the standard form of lease (except without any participating rent) used by NGOP and AGC, with such additional provisions (e.g., lessee lender protections) as are reasonably requested by Goldman or Starwood and which are customary provisions for a lease of comparable duration and nature to the Amended MG Lease, including, but without limitation, notice and cure rights for any defaults by the lessee thereunder. A memorandum of the Amended MG Lease in form and content reasonably satisfactory to Goldman and Starwood shall be recorded in the appropriate real estate records concurrently with the execution and delivery thereof. In addition, the Amended MG Lease shall contain the following provisions:

(A)  The term of the Amended MG Lease shall be until that date which is 34 years and 11 months after the Closing Date;

(B)  The scheduled annual rental payments under the Current MG Lease shall continue under the Amended MG Lease through the MG First Extension Date; for the annual period commencing on the day after the MG First Extension Date through one year after the MG First Extension Date, the annual rental shall be the First Year MG Annual Extension Rent; and for each succeeding comparable annual period the annual rental shall be that as in effect for the immediately preceding comparable annual period, as increased by a customary CPI adjustment.

Concurrently with the execution and delivery of the Amended MG Lease, all rental arrearages

6

arising from and after June 1, 2002 through the Closing Date under the Current MG Lease shall be paid in full; and any non-monetary defaults thereunder arising prior to the Closing Date shall be deemed to have been waived in full by the lessor. In the event that, following the execution and delivery of the Amended MG Lease, David G. Price shall intend that the existing first deed of trust debt on the Mountaingate Country Club in the approximate amount of $17,000,000 shall remain outstanding, then, David G. Price shall use commercially reasonable efforts to cause the holder of the first mortgage loan to deliver to AGC: (1) a standard commercial subordination, non-disturbance and attornment agreement with respect to the Amended MG Lease from said first lienholder; or (2) in the event that said first lienholder shall object to the delivery of the agreement described in clause (1) (or to any modified such agreement requested by Goldman and Starwood), a direct notice right from the lienholder to the lessee of any defaults or acceleration of maturity under the first deed of trust and a right on the part of the lessee to acquire the first deed of trust debt at par (plus any accrued and unpaid interest, costs or fees of the lienholder) in the event that the maturity of the first deed of trust debt is accelerated. David G. Price shall cause no mortgages, deeds of trust or other liens to secure new or extended indebtedness to be placed upon the Mountaingate Country Club (including, but without limitation, any refinancing or extension of the existing first deed of trust debt) unless such indebtedness is either junior in priority to the Amended MG Lease or a standard commercial subordination, non-disturbance and attornment agreement with respect to the Amended MG Lease is entered into in respect of such indebtedness with the lessee under the Amended MG Lease (and any such new or extended indebtedness as is closed prior to the execution and delivery of the Amended MG Lease shall contain provisions to assure compliance with the foregoing at such time as the Amended MG Lease is executed and delivered). The terms of that certain agreement dated July, 1988 by and between Mountaingate Gas Company and AGC whereby AGC agrees to operate and maintain a gas migration control system shall be incorporated into the terms of the Amended MG Lease; provided, however, that the MG Gas Company Payments paid by the lessee in respect thereof shall be paid for the first year following the Closing Date (with annual CPI adjustments thereafter) and no additional payments shall be required in respect of any prior periods (i.e., prior to the Closing Date) as a result of any failure to assess CPI adjustments prior to the Closing Date or otherwise. For avoidance of doubt, the requirements of this paragraph 5 shall apply even if David G. Price does not call upon Goldman and Starwood to provide any Guaranty, Letter of Credit or loan pursuant to any of paragraphs 2 through 4 of this Agreement and the requirements of this paragraph 5 shall apply regardless of any outcome under or pursuant to paragraph 1 of this Agreement; provided, however, that if Goldman or Starwood defaults in a material respect under paragraphs 2 through 4 of this Agreement and, as a result of such material default and contrary to the request of David G. Price in accordance with this Agreement, no Guaranty, Letter of Credit or cash collateral substitution by Goldman or Starwood is timely delivered pursuant to this Agreement, then (without limitation upon any other remedies) David G. Price shall be relieved from any obligation to execute and deliver or cause to be executed and delivered the Amended MG Lease. However, even if David G. Price is relieved from his obligation to execute or to cause to be executed and delivered the Amended MG Lease, then with respect to any new or extended indebtedness to be placed upon the Mountaingate Country Club after the date hereof (including, but without limitation, any refinancing or extension of the existing first deed of trust debt), either the lien of the same shall be junior in priority to the Current MG Lease or, at the

7

time such new or extended indebtedness is effected, a standard commercial subordination, non-disturbance and attornment agreement with respect to the Current MG Lease shall be entered into in respect of such indebtedness with the lessee under the Current MG Lease (and the provisions of this sentence shall apply notwithstanding, and shall override, any subordination arrangements currently in place with respect to the Current MG Lease).

6.  Representations and Warranties.    Each of the parties hereto represents and warrants to the others as follows:

(A)  such entity or person has the requisite corporate or other power and authority to execute, deliver and perform this letter agreement and to consummate the transactions contemplated hereby, and the execution and delivery of this letter agreement by it and the consummation by the entities of the transaction contemplated by this letter agreement have been duly authorized by all necessary corporate or other action on the part of such entity and no additional approval is necessary to approve this letter agreement or the transactions contemplated hereby; and

(B)  this letter agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

7.  Miscellaneous.

(A)  This letter agreement may be amended only by an instrument in writing signed by each of the parties to this letter agreement.

(B)  All of the terms and provisions of this letter agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and assigns of the parties hereto.

(D)  (C) The parties agree that irreparable damage would occur in the event that any of the provisions of this letter agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties shall be entitled to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any applicable conflicts of law provisions thereof that may require the application of the laws of another jurisdiction (except to the extent that mandatory provisions of federal law are applicable).

(E)  In consideration of the parties’ agreements herein and in the Purchase Agreement set forth, at closing of the transactions contemplated by the Purchase Agreement, David G. Price shall pay, in cash, the Consideration Amount to Goldman and Starwood or as they may jointly direct. In addition, none of David G. Price nor any of his affiliates, including, without limitation, Mountaingate Company, shall ever seek or enforce (and are hereby deemed to have waived) any rights to lease termination fees to which they might otherwise be entitled from any lessee with respect to Mountaingate Country Club or the properties currently owned by Mr. David G. Price or his affiliates that are located in Australia.

8

Please indicate your acceptance and agreement to the foregoing by signing and returning to us one copy of this letter agreement.

Very truly yours, GS CAPITAL PARTNERS 2000, L.P.
BY:	GS ADVISORS 2000, L.L.C.,
	Its general partner

By:
	Name: Title:

WHITEHALL STREET GLOBAL REAL ESTATE LIMITED PARTNERSHIP, 2001
BY:	WH ADVISORS, L.L.C. 2001,
	Its general partner

By:	/s/    ELIZABETH BURBAN
	Name: Elizabeth Burban Title: Vice President

SOF- VI U.S. HOLDINGS, L.L.C.
BY:	/s/    MERRICK KLEEMAN
	Name: Merrick Kleeman Title: Sr. Managing Director

Accepted and Agreed

as of the date first above written:

/s/    DAVID G. PRICE       David G. Price as an individual
DAVID G. PRICE Trust dated March 5, 1998, as amended
By:	/s/    DAVID G. PRICE
	David G. Price Trust

Mountaingate Land, L.P.

a California limited partnership

By:	Mountaingate Land, Inc.
	a California Corporation

By:	/s/    DAVID G. PRICE
	David G. Price President

10

EX-20

Exhibit 20

AMENDED AND RESTATED VOTING AGREEMENT

This Amended and Restated Voting Agreement (this “Agreement”), dated as of September 14, 2002, is by and among each of the persons listed on the signature pages hereto (each, an “Equityholder” of National Golf Properties, Inc. (“NGP”) and/or National Golf Operating Partnership, L.P. (“NGOP”), as the case may be), American International Golf, Inc. (“Newco”), NGP and NGOP.

(A)  Newco, NGP, NGOP and certain other persons are parties to an Agreement and Plan of Merger and Reorganization, dated as of March 29, 2002 (the “Reorganization Agreement”), pursuant to which the parties hereto entered into a Voting Agreement, dated as of March 29, 2002 (the “Voting Agreement”). On the date hereof, the Reorganization Agreement has been amended and restated (such amended and restated agreement, as the same may be modified or amended from time to time, the “Amended and Restated Reorganization Agreement”), NGP and NGOP have entered into a Merger Agreement with NGP L.L.C. and New NGOP L.L.C. and certain of its affiliates (the “NGP Merger Agreement”) and American Golf Corporation and certain affiliates have entered into a Purchase Agreement (the “AGC Purchase Agreement”) with New AGC L.L.C Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Amended and Restated Reorganization Agreement.

(B)  NGP and NGOP have agreed to enter into the Amended and Restated Reorganization Agreement on the condition that the parties hereto enter into this Agreement.

(C)  This Agreement amends and restates in its entirety the Voting Agreement and the Voting Agreement shall have no force and effect after the date hereof.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.  Representations, Warranties and Covenants.

Each Equityholder (with respect to itself only) hereby represents, warrants and covenants, severally and not jointly and only with respect to such Equityholder’s Interests (as defined below), to NGP and NGOP, as applicable, as follows:

(a)  Title

As of the date hereof, each Equityholder owns beneficially and of record (i) the number of shares of each class of capital stock of NGP set forth after each Equityholder’s name on Exhibit 1 hereto (with respect to each Equityholder, the beneficial interests in NGP specified after each Equityholder’s name on Exhibit 1 hereto shall be referred to herein as the “Shares”) and (ii) the number of NGOP Common Units set forth after each Equityholder’s name on Exhibit 1 hereto (with respect to each Equityholder, the beneficial interests in NGOP specified after

each Equityholder’s name on Exhibit 1 hereto shall be referred to herein as the “Partnership Interests” and with respect to each Equityholder, the Partnership Interests together with the Shares specified after each Equityholder’s name on Exhibit 1 hereto shall be referred to herein as the “Interests”). The term “beneficial owner” and all correlative expressions are used in this Agreement as defined in Rules 13d-3 and 16a-1 under the Securities Exchange Act of 1934, as amended; provided, however, that for purposes of this Agreement the Prices (i) shall be deemed to beneficially own only those Interests over which they have, individually or together, the power to vote or direct the vote, as distinguished from the power to influence the vote, of such Interests, and (ii) shall be deemed not to beneficially own any Interests owned of record by either Oaks Christian School or the Dallas P. Price Charitable Lead Trust #1 benefiting the Museum of Contemporary Art.

(b)  Right to Vote

Except as set forth on Schedule A hereto, as of the date hereof and at all times until the earlier of the (i) Closing Date and (ii) the date of termination of the Amended and Restated Reorganization Agreement in accordance with its terms, except for this Agreement and as otherwise permitted by this Agreement, each Equityholder has full legal power, authority and right to vote all of the Interests, to the extent the Interests carry the right to vote thereon, in favor of the approval and authorization of the NGP Merger, the NGOP Merger, the Amended and Restated Reorganization Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transactions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, except as set forth on Schedule A hereto, each Equityholder has not entered into any voting agreement with any person or entity with respect to any of the Interests, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Interests, deposited any of the Interests in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Interests in favor of the Proposed Transactions.

From the date hereof and until the earlier of (i) the date of termination of the Amended and Restated Reorganization Agreement in accordance with its terms and (ii) the Closing Date, except as otherwise permitted by this Agreement, except as set forth in Schedule B, each Equityholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Interests, to the extent the Interests carry the right to vote thereon, in favor of the Proposed Transactions. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, and except as set forth in Schedule B, from the date hereof and until the earlier of (i) the date of termination of the Amended and Restated Reorganization Agreement in accordance with its terms and (ii) the Closing Date, each Equityholder will not enter into any voting agreement with any person or entity with respect to any of the Interests, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Interests, deposit any of the Interests in a voting trust or otherwise enter into any agreement or arrangement with any person or entity, which in any such case limits or affects each Equityholder’s legal power, authority or right to vote the Interests in favor of the approval of the Proposed Transactions.

2

(c)  Authority

Each Equityholder has full legal power, authority and right to execute and deliver, and to perform his or its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by each Equityholder and constitutes a valid and binding agreement of each Equityholder enforceable against each Equityholder in accordance with its terms.

(d)  Conflicting Instruments

Neither the execution and delivery of this Agreement nor the performance by each Equityholder of his or its agreements and obligations hereunder will result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which each Equityholder is a party or by which each Equityholder (or any of his or its assets) is bound, except for any such breach, violation, conflict or default which, individually or in the aggregate, would not impair or adversely affect each Equityholder’s ability to perform its obligations under this Agreement.

2.  Restrictions on Transfer.

(a)  Each Equityholder agrees, for a period from the date hereof until the earlier of the Closing Date and the termination of the Amended and Restated Reorganization Agreement in accordance with its terms, except as set forth on Schedule A and as contemplated by Section 2(d) below, not to Transfer (or to agree to Transfer) any Interests, or warrants, options or other rights to acquire or receive any Shares or Partnership Interests (collectively, “Rights”), owned of record or beneficially by such Equityholder, unless the transferor remains, and agrees in writing to remain, and the transferee agrees in writing to be, bound by the terms of this Agreement.

(b)  Each Equityholder agrees, for a period from the date hereof until the earlier of the Closing Date and the termination of the Amended and Restated Reorganization Agreement in accordance with its terms, not to effect, directly or indirectly, or through any arrangement with a third party pursuant to which such third party may effect, directly or indirectly, any short sales of any share of NGP capital stock or NGOP Common Units or any derivative securities relating to NGP capital stock or NGOP Common Units.

(c)  As used in this Agreement, the term “Transfer” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or sufferage of a lien or encumbrance in or upon, or the gift, placement in trust, or the constructive sale or other disposition of such security (including transfers by testamentary or intestate succession or operation of law), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, constructive sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. The term “constructive sale” means a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative

3

transaction that has the effect of materially changing the economic benefits and risks of ownership.

(d)  Notwithstanding anything in this Section 2 to the contrary, NGP, NGOP and Newco hereby consent to each of the following actions: (i) the pledge by David G. Price, Dallas P. Price or the Trusts of the Interests for the benefit of the AGC Collateral Agent (as defined below) or the Cash Collateral Lender (as defined below) and (ii) any foreclosure upon the Interests pursuant to the pledge described in clause (i). The “Cash Collateral Lender” means the lender or lenders who provide loans the entire proceeds of which (net of fees and transactions costs) are used either to (i) furnish directly to the AGC Collateral Agent (as defined in the AGC Collateral Agency Agreement (as defined below)) as cash all or a portion of the Alternate Pledge Collateral or the Alternate Mountaingate Collateral (each as defined in the Collateral Agency and Intercreditor Agreement, made as of July 19, 2002, by and among American Golf Corporation, David G. Price, the David G. Price Trust dated March 5, 1998 (as amended), Mountaingate Land, L.P., Golf Enterprises, Inc., Jim Colbert Golf, Inc., BNY Midwest Trust Company, Bank of America, N.A. and the Purchasers party thereto (the “AGC Collateral Agency Agreement”)) or (ii) secure the reimbursement obligation under one or more letters of credit that are given to the AGC Collateral Agent to secure all or a portion of the Alternate Pledge Collateral or the Alternate Mountaingate Collateral. It shall be a condition to the pledge of any Interests under this paragraph (d) that each pledgee agrees to vote (to the extent of any voting rights thereunder) all such Interests pledged or sold to such person in favor of (x) prior to the termination of the NGP Merger Agreement or the AGC Purchase Agreement, the NGP Merger and the NGOP Merger (each as defined in the NGP Merger Agreement) and the transactions contemplated by the NGP Merger Agreement and (y) after the termination of the NGP Merger Agreement or the AGC Purchase Agreement, the NGP Merger and the NGOP Merger (each as defined in the Amended and Restated Reorganization Agreement) and the transactions contemplated by the Amended and Restated Reorganization Agreement. Until the termination of this Agreement, none of David G. Price, Dallas P. Price or the Trusts may pledge any of their Interests unless such pledge complies with the prior sentence. Notwithstanding anything in this Section 2 to the contrary, Newco, NGP and NGOP hereby consent to the sale or other disposition by David G. Price, Dallas P. Price or the Trusts of the Interests; provided, that (v) the net proceeds of such sale or disposition are used solely to furnish to the AGC Collateral Agent (either directly as cash or indirectly as cash securing one or more letters of credit) the Alternate Pledge Collateral or the Alternate Mountaingate Collateral, (w) none of David G. Price, Dallas P. Price or the Trusts may sell or otherwise dispose of their Interests except in compliance with applicable law, (x) none of David G. Price, Dallas P. Price or the Trusts may sell any Interests to any person listed on Exhibit 2 hereto without the prior written consent of the Independent Committee (as defined in the Amended and Restated Reorganization Agreement) (other than through an Open-Market Sale), (y) it shall be a condition to any such sale or other disposition (other than an Open-Market Sale) that the purchaser of the Interests agrees to (A) vote such Interests in favor of (i) prior to the termination of the NGP Merger Agreement or the AGC Purchase Agreement, the NGP Merger and the NGOP Merger and the transactions contemplated by the NGP Merger Agreement and (ii) after the termination of the NGP Merger Agreement or the AGC Purchase Agreement, the NGP Merger and the NGOP Merger and the transactions contemplated by the Amended and Restated Reorganization Agreement and (B) require any subsequent purchaser of any such Interests (other than a pur-

4

chaser in an Open-Market Sale) to agree to be bound by the provisions of this clause (y) with respect to any sales or other dispositions of such Interests by such subsequent purchaser and (z) each of David G. Price, Dallas P. Price and the Trusts shall give NGP written notice of any sale or disposition of any Interests at least ten Business Days prior thereto (provided, however, that after October 1, 2002, such notice shall be given as soon as reasonably practicable but in no event less than two Business Days prior to such sale or disposition). For purposes of this paragraph (d), an “Open Market Transaction” is a purchase or sale of NGP Common Stock (x) on the New York Stock Exchange or other national securities exchange where the NGP Common Stock is traded, where the identity of the buyer is not known to the seller, and vice versa, or (y) through an underwritten, registered offering.

3.  Agreement to Vote; No Solicitation.

Each Equityholder, in its capacity as an equity holder of NGP and/or NGOP, as the case may be, hereby irrevocably and unconditionally agrees, for a period from the date hereof until the earlier of the Closing Date and the termination of the Amended and Restated Reorganization Agreement in accordance with its terms, to vote or to cause to be voted all of the Interests, to the extent the Interests carry the right to vote thereon, at each annual or special meeting of Equityholders of NGP where any such proposal is submitted, and/or at each meeting of Equityholders of NGOP and in any action by written consent in lieu thereof, (i) in favor of the Proposed Transactions and (ii) against (x) approval of any proposal made in opposition to or in competition with the transactions contemplated by the Amended and Restated Reorganization Agreement and (y) any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of NGP, NGOP or any of their respective subsidiaries, with or involving any party other than as contemplated by the Amended and Restated Reorganization Agreement, (iii) against any liquidation or winding up of NGP and/or NGOP, (iv) against any extraordinary dividend by NGP and/or NGOP, (v) against any change in the capital structure of NGP and/or NGOP (other than pursuant to the Amended and Restated Reorganization Agreement) and (vi) against any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the NGP Merger, the NGOP Merger or consummation of the other transactions contemplated by the Amended and Restated Reorganization Agreement or result in a breach of any of the covenants, representations, warranties or other obligations or agreements of NGP, NGOP, any member of the Price Group or the Price Entities under the Amended and Restated Reorganization Agreement, which would adversely affect NGP, NGOP, any member of the Price Group or the Price Entities or their respective abilities to consummate the transactions contemplated by the Amended and Restated Reorganization Agreement.

4.  Granting of Proxy.

In furtherance of the terms and provisions of this Agreement, each Equityholder hereby grants an irrevocable proxy (subject to Section 10 of this Agreement), coupled with an interest, to (i) each of the Interim Chief Executive Officer of NGP, the Secretary of NGP and any other NGP authorized representative or agent and to vote all of the Shares beneficially owned by each Equityholder and (ii) to NGP, in its capacity as General Partner of NGOP, to vote all of the Partnership Interests beneficially owned by each Equityholder, in each case in favor of the Pro-

5

posed Transactions and against any of the matters specified in Section 3 for the period from the date hereof until the Closing Date or earlier termination of the Amended and Restated Reorganization Agreement in accordance with its terms. Each Equityholder hereby ratifies and approves of each and every action taken by (i) the Interim Chief Executive Officer of NGP, the Secretary of NGP and any other NGP authorized representative or agent and/or (ii) NGP, in its capacity as General Partner, as applicable, pursuant to the foregoing proxy. Notwithstanding the foregoing, if reasonably requested by NGP, each Equityholder will execute and deliver applicable proxy material in furtherance of the provisions of Sections 3 and 4.

5.  Action in Equityholder Capacity Only.

Each Equityholder who is a director or officer of NGP and/or NGOP makes no agreement or understanding herein as director or officer of NGP and/or NGOP. Each Equityholder signs solely, individually and in his capacity as a record holder and beneficial owner of Interests, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of NGP and/or NGOP. Nothing herein is intended require any Equityholder who is a party to the Amended and Restated Reorganization Agreement in any capacity to agree to or execute any amendment or modification to the Amended and Restated Reorganization Agreement or to waive any provision, right or obligation set forth in the Amended and Restated Reorganization Agreement.

6.  Interpretation.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement, unless a contrary intention appears, (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and (ii) reference to any Article or Section means such Article or Section hereof. No provision of this Agreement shall be interpreted or construed against any party hereto solely because such party or its legal representative drafted such provision. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

7.  Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal successors (including in the case of any individual Equityholder or any other individual, any executors, administrators, estates, legal representatives and heirs of such Equityholder or such individual) and permitted assigns; provided, however, that, except as otherwise provided in this Agreement, no party may assign, delegate or otherwise transfer (by operation of law or otherwise) any of its rights or obligations, under this Agreement without the consent of NGP and NGOP. For the avoidance of doubt, Equityholders may assign, delegate or otherwise transfer any of their respective rights or obligations under this Agreement in connection with any Transfer permitted under Section 2(a). Without limiting the scope or effect of the restrictions on Transfer set forth in Section 2, each Equityholder agrees that this Agreement and the obligations hereunder shall attach to the Interests and shall be binding upon

6

any person or entity to which legal or beneficial ownership of such Interests shall pass, whether by operation of law or otherwise.

8.  Miscellaneous.

The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery or other Courts of the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other Courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other Courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

9.  Counterparts.

This Agreement may be executed in two or more counterparts, and by facsimile, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

10.  Amendments; Termination.

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all parties hereto. Except for provisions of this Agreement that by their terms survive the termination hereof (including without limitation Section 15), the provisions of this Agreement shall terminate upon the earliest to occur of (i) the Closing Date, and (ii) the termination of the Amended and Restated Reorganization Agreement in accordance with its terms.

11.  Entire Agreement.

This Agreement, together with the Amended and Restated Reorganization Agreement, the Confidentiality Agreement, and the documents and agreements contemplated thereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and

7

oral, between the parties with respect to the subject matter of this Agreement (other than the Amended and Restated Reorganization Agreement, the Confidentiality Agreement, and the documents and agreements contemplated thereby). No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

12.  Severability.

If any provision of this Agreement shall be invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity or unenforceability only, without it affecting the remaining provisions of this Agreement.

13.  Specific Performance.

The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedies at law or in equity.

14.  Additional Interests.

If, after the date hereof, any Equityholder acquires beneficial ownership of any additional shares of NGP capital stock or NGOP Common Units (any such shares or units, “Additional Interests”), including upon exercise of any option, warrant or right to acquire shares of NGP capital stock or NGOP Common Units or through any equity dividend or equity split, the provisions of this Agreement applicable to the Interests shall be applicable to such Additional Interests as if such Additional Interests had been Interests as of the date hereof. The provisions of the immediately preceding sentence shall be effective with respect to Additional Interests without action by any person or entity immediately upon the acquisition by any Equityholder of beneficial ownership of such Additional Interests.

15.  Subsequent Agreement

The Equityholders agree that if, at the time of the Closing, a third-party investor has not made an equity investment in Newco and/or provided financing to Newco as contemplated by Section 13.2(f) of the Amended and Restated Reorganization Agreement, then the Equityholders shall on the Closing Date enter into a voting agreement with Newco, containing terms that are substantially identical to the terms contained herein, pursuant to which such Equityholders shall commit to vote the shares of common stock, par value $.01 per share, of Newco that they receive in the NGP Merger and the NGOP Merger in favor of the issuance of equity securities to, and/or the provision of financing by, such third-party investor at each meeting of stockholders of Newco where any such proposal is submitted; provided that such agreement shall terminate the earlier of the consummation of such investment and/or financing and the second anniversary of the Closing Date.

8

16.  Suspension of Covenants and Agreements

The covenants and agreements of the Equityholders set forth in Sections 3 and 4 hereof shall be of no force and effect, and the Equityholders shall have no obligation to perform or observe such covenants and agreements, until such time as the NGP Merger Agreement and/or the AGC Purchase Agreement are terminated, at which time all of the covenants and agreements of the Equityholders set forth in Sections 3 and 4 hereof shall be in full force and effect and the Equityholders hereto shall be obligated to perform all of their respective covenants and agreements hereunder in accordance with the terms hereof.

[SIGNATURE PAGE FOLLOWS]

9

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AMERICAN INTERNATIONAL GOLF, INC.
By:	/s/    CHARLES S. PAUL
	Name: Charles S. Paul Title: Chief Executive Officer

NATIONAL GOLF PROPERTIES, INC.
By:	/s/    CHARLES S. PAUL
	Name: Charles S. Paul Title: Interim Chief Executive Officer

NATIONAL GOLF OPERATING PARTNERSHIP, L.P.
By:	/s/    CHARLES S. PAUL
	Name: Charles S. Paul Title: Interim Chief Executive Officer

DAVID G. PRICE
By:	/s/    DAVID G. PRICE
	Name: David G. Price Title:

DALLAS P. PRICE
By:	/s/    DALLAS P. PRICE
	Name: Dallas P. Price Title:

10

DAVID G. PRICE Trust Dated March 5, 1998, as amended
By:	/s/    DAVID G. PRICE
	Name: David G. Price Title: Trustee

DALLAS P. PRICE Trust Dated May 14, 1998, as amended
By:	/s/    DALLAS P. PRICE
	Name: Dallas P. Price Title: Trustee

11

EX-21

EXHIBIT 21

VOTING AGREEMENT

This Voting Agreement (the “Agreement”), dated as of September 14 , 2002, is by and among each of the persons listed on the signature pages hereto (each, an “Equityholder” of American Golf Corporation, (“AGC”), National Golf Properties, Inc. (“NGP”) and/or National Golf Operating Partnership, L.P. (“NGOP”), as the case may be), and NGP LLC (“Buyer”).

(A)  New AGC LLC, an affiliate of Buyer, AGC, the Equityholders and certain other persons are parties to a purchase agreement dated as of the date hereof pursuant to which New AGC LLC, will acquire the stock or equity interests of AGC and certain other entities from, inter alia, the Equityholders (as the same may be modified or amended from time to time, the “Purchase Agreement”).

(B)  Buyer, NGP, NGOP and certain other persons are parties to a merger agreement dated as of the date hereof pursuant to which subsidiaries of Buyer will merge with NGP and NGOP (as the same may be modified or amended from time to time, the “Merger Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Merger Agreement.

(C)  Buyer and New AGC LLC., have agreed to enter into the Purchase Agreement and the Merger Agreement on the condition that the parties hereto enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.    Representations, Warranties and Covenants.

Each Equityholder (with respect to itself only) hereby represents, warrants and covenants, severally and not jointly and only with respect to such Equityholder’s Interests (as defined below), to Buyer, as applicable, as follows:

(a)  Title

As of the date hereof, each Equityholder owns beneficially and of record (i) the number of shares of each class of capital stock of NGP set forth after each Equityholder’s name on Exhibit 1 hereto (with respect to each Equityholder, the beneficial interests in NGP capital stock specified after each Equityholder’s name on Exhibit 1 hereto shall be referred to herein as the “Shares”) and (ii) the number of NGOP Common Units set forth after each Equityholder’s name on Exhibit 1 hereto (with respect to each Equityholder, the beneficial interests in NGOP Common Units specified after each Equityholder’s name on Exhibit 1 hereto shall be referred to herein as the “Partnership Interests” and with respect to each Equityholder, the Partnership Interests together with the Shares specified after each Equityholder’s name on Exhibit 1 hereto shall be referred to herein as the “Interests”). The term “beneficial owner” and all correlative expressions are used in this Agreement as defined in Rules 13d-3 and 16a-1 under the Securities

Exchange Act of 1934, as amended; provided, however, that for purposes of this Agreement, David Price and Dallas Price (i) shall be deemed to beneficially own only those Interests over which they have, individually or together, the power to vote or direct the vote, as distinguished from the power to influence the vote, of such Interests and which, for the avoidance of doubt, are set forth on Exhibit 1, and (ii) shall be deemed not to beneficially own any Interests owned of record by either Oaks Christian School or the Dallas P. Price Charitable Lead Trust #1 benefiting the Museum of Contemporary Art, which, for the avoidance of doubt, are not included on Exhibit 1.

(b)  Right to Vote

Except (x) for this Agreement, (y) as otherwise permitted by this Agreement, or (z) as set forth on Schedule A hereto, each Equityholder has as of the date of this Agreement, and will have at all times until the earlier of (i) the Closing Date and (ii) the date of termination of the Merger Agreement in accordance with its terms, full legal power, authority and right to vote all of the Interests, to the extent the Interests carry the right to vote thereon, in favor of the approval and authorization of the NGP Merger, the NGOP Merger, the Merger Agreement and the other transactions contemplated thereby (collectively, the “Proposed Transactions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, except (x) for this Agreement, (y) as otherwise permitted by this Agreement, or (z) as set forth on Schedule A hereto, each Equityholder has not entered into any voting agreement with any person or entity with respect to any of the Interests, granted any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Interests, deposited any of the Interests in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting its legal power, authority or right to vote the Interests in favor of the Proposed Transactions.

From the date of this Agreement until the earlier of (i) the date of termination of the Merger Agreement in accordance with its terms and (ii) the Closing Date, except as otherwise permitted by this Agreement, except as set forth on Schedule B, each Equityholder will not commit any act that could restrict or otherwise affect its legal power, authority and right to vote all of the Interests, to the extent the Interests carry the right to vote thereon, in favor of the Proposed Transactions. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement and except as set forth on Schedule B, from the date hereof and until the earlier of (i) the date of termination of the Merger Agreement in accordance with its terms and (ii) the Closing Date, each Equityholder will not enter into any voting agreement with any person or entity with respect to any of the Interests, grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Interests, deposit any of the Interests in a voting trust or otherwise enter into any agreement or arrangement with any person or entity, which in any such case limits or affects each Equityholder’s legal power, authority or right to vote the Interests in favor of the approval of the Proposed Transactions.

(c)  Authority

Each Equityholder has full legal power, authority and right to execute and deliver, and to perform his, her or its obligations under this Agreement. This Agreement has been duly

and validly executed and delivered by each Equityholder and constitutes a valid and binding agreement of each Equityholder enforceable against each Equityholder in accordance with its terms.

(d)  Conflicting Instruments

Neither the execution and delivery of this Agreement nor the performance by each Equityholder of his, her or its agreements and obligations hereunder will result in any breach or violation of or be in conflict with or constitute a default under any term of any agreement, judgment, injunction, order, decree, law, regulation or arrangement to which such Equityholder is a party or by which such Equityholder (or any of such Equityholder’s assets) is bound, except where any breach, violation, conflict or default of such agreement, judgment, injunction, order, decree, law, regulation or arrangement, would not individually or in the aggregate, impair or adversely affect such Equityholder’s ability to perform its obligations under this Agreement, including voting each of its Interests in favor of the Proposed Transactions and against any of the matters listed in Section 3.

2.    Restrictions on Transfer.

(a)  Each Equityholder agrees, for a period from the date of this Agreement until the earlier of (i) the Closing Date and (ii) the termination of this Agreement, except as set forth on Schedule A hereto and as contemplated by Section 2(d) of this Agreement, not to Transfer (or to agree to Transfer) any Interests, or warrants, options or other rights to acquire or receive any Shares or Partnership Interests (collectively, “Rights”), owned of record or beneficially by such Equityholder, unless the transferor remains, and agrees in writing to remain, and the transferee agrees in writing to be, bound by the terms of this Agreement.

(b)  Each Equityholder agrees, for a period from the date of this Agreement until the earlier of (i) the Closing Date and (ii) the termination of this Agreement not to effect, directly or indirectly, or through any arrangement with a third party pursuant to which such third party may effect, directly or indirectly, any short sales of any share of NGP capital stock or NGOP Common Units or any derivative securities relating to NGP capital stock or NGOP Common Units.

(c)  As used in this Agreement, the term “Transfer” means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, pledge, hypothecation, or the grant, creation or sufferage of a lien or encumbrance in or upon, or the gift, placement in trust, or the constructive sale or other disposition of such security (including transfers by testamentary or intestate succession or operation of law), or the record or beneficial ownership thereof, the offer to make such a sale, transfer, constructive sale or other disposition, and each agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. The term “constructive sale” means a short sale with respect to such security, entering into or acquiring an offsetting derivative contract with respect to such security, entering into or acquiring a futures or forward contract to deliver such security or entering into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership.

(d)  Notwithstanding anything in this Section 2 to the contrary, NGP, NGOP and Buyer hereby consent to each of the following actions: (i) the pledge by David G. Price, Dallas P. Price or the Trusts of the Interests for the benefit of the AGC Collateral Agent (as defined below) Cash Collateral Lender (as defined below) and (ii) any foreclosure upon the Interests pursuant to the pledge described in clause (i). The “Cash Collateral Lender” means the lender or lenders who provide loans the entire proceeds of which (net of fees and transactions costs) are used either to (i) furnish directly to the AGC Collateral Agent (as defined in the AGC Collateral Agency Agreement (as defined below)) as cash all or a portion of the Alternate Pledge Collateral or the Alternate Mountaingate Collateral (each as defined in the Collateral Agency and Intercreditor Agreement, made as of July 19, 2002, by and among American Golf Corporation, David G. Price, the David G. Price Trust dated March 5, 1998 (as amended), Mountaingate Land, L.P., Golf Enterprises, Inc., Jim Colbert Golf, Inc., BNY Midwest Trust Company, Bank of America, N.A. and the Purchasers party thereto (the “AGC Collateral Agency Agreement”)) or (ii) secure the reimbursement obligation under one or more letters of credit that are given to the AGC Collateral Agent to secure all or a portion of the Alternate Pledge Collateral or the Alternate Mountaingate Collateral. It shall be a condition to the pledge of any Interests under this paragraph (d) that each pledgee agrees to vote (to the extent of any voting rights thereunder) all such Interests pledged or sold to such person in favor of (x) prior to the termination of the Merger Agreement or the Purchase Agreement, the NGP Merger and the NGOP Merger and the transactions contemplated by the Merger Agreement and (y) after the termination of the Merger Agreement or the Purchase Agreement, the NGP Merger and the NGOP Merger (each as defined in the Amended and Restated Reorganization Agreement) and the transactions contemplated by the Amended and Restated Reorganization Agreement (as defined in the Purchase Agreement). Until the termination of this Agreement, none of David G. Price, Dallas P. Price or the Trusts may pledge any of their Interests unless such pledge complies with the prior sentence.

3.    Agreement to Vote; No Solicitation.

Each Equityholder, in its capacity as an equity holder of NGP and/or NGOP, as the case may be, hereby irrevocably and unconditionally agrees, for a period from the date of this Agreement until the earlier of (a) the Closing and (b) the termination of this Agreement, to vote or to cause to be voted all of the Interests, to the extent the Interests carry the right to vote thereon, at each annual or special meeting of stockholders of NGP where any such proposal is submitted, and/or at each meeting of unit holders of NGOP and in any action by written consent in lieu thereof, (i) in favor of the Proposed Transactions and (ii) against, (A) the approval of any proposal made in opposition to or in competition with the transactions contemplated by the Merger Agreement, (B) any merger, consolidation, sale of assets, business combination, share exchange, reorganization or recapitalization of NGP, NGOP or any of their respective subsidiaries, with or involving any party other than as contemplated by the Merger Agreement, (C) any liquidation or winding up of NGP and/or NGOP, (D) any extraordinary dividend or distributions by NGP and/or NGOP, (E) any change in the capital structure of NGP and/or NGOP (other than pursuant to the Merger Agreement), (F) any amendment to the organizational documents of NGP and/or NGOP (other than pursuant to the Merger Agreement), and (G) any other action that may reasonably be expected to impede, interfere with, delay, postpone or attempt to discourage the NGP Merger, the NGOP Merger or consummation of the other transactions contemplated by the Merger Agreement and/or the Purchase Agreement or result in a breach of any of the covenants, representations, warranties or other obligations or agreements

of NGP, NGOP, any member of the Price Group or the Price Entities under the Merger Agreement and/or the Purchase Agreement, which would adversely affect NGP, NGOP, any member of the Price Group or the Price Entities or their respective abilities to consummate the transactions contemplated by the Merger Agreement and/or the Purchaser Agreement.

4.    Granting of Proxy.

In furtherance of the terms and provisions of this Agreement, each Equityholder hereby grants an irrevocable proxy (subject to Section 10 of this Agreement), coupled with an interest, to (i) each of Buyer and any other authorized representative or agent of Buyer, to vote all of the Shares beneficially owned by each Equityholder and to vote all of the Partnership Interests beneficially owned by each Equityholder, in each case in favor of the Proposed Transactions for the period from the date of this Agreement until the earlier of the Closing and the termination of the Merger Agreement in accordance with its terms and against any of the matters specified in Section 3 for the period from the date of this Agreement until the earlier of (i) the Closing and (ii) termination of this Agreement. Each Equityholder hereby ratifies and approves of each and every action taken by (i) the Buyer and any other authorized representative or agent or Buyer pursuant to the foregoing proxy. Notwithstanding the foregoing, if reasonably requested by Buyer and/or NGP, each Equityholder will execute and deliver applicable proxy material in furtherance of the provisions of Sections 3 and 4.

5.    Action in Equityholder Capacity Only.

Each Equityholder who is a director or officer of NGP and/or NGOP makes no agreement or understanding herein as director or officer of NGP and/or NGOP. Each Equityholder signs solely, individually and in his capacity as a record holder and beneficial owner of Interests, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of NGP and/or NGOP. Nothing herein is intended to require any Equityholder who is a party to the Purchase Agreement in any capacity to agree to or execute any amendment or modification to the Purchase Agreement or to waive any provision, right or obligation set forth in the Purchase Agreement.

6.    Further Assurances, Buyer and New AGC LLC Agreements.

Each Equityholder further agrees to cause such entity as the Equityholders and the other AGC Sellers and the other Transferred Entity Sellers(each as defined in the Purchase Agreement) form to hold the AGC Sellers’ and the Transferred Entity Sellers’ NGP Equity Interests (as defined in the Purchase Agreement), to execute and deliver at the First Effective Time (i) a limited liability company agreement of Buyer in the form set forth as Exhibit 3 hereto, and (ii) a limited liability company agreement of New AGC LLC in the form set forth as Exhibit 4 hereto and to take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by the Merger Agreement and the Purchase Agreement.

7.    Interpretation.

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In this Agreement,

unless a contrary intention appears, (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and (ii) reference to any Article or Section means such Article or Section hereof. No provision of this Agreement shall be interpreted or construed against any party hereto solely because such party or its legal representative drafted such provision. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

8.    Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal successors (including in the case of any individual Equityholder or any other individual, any executors, administrators, estates, legal representatives and heirs of such Equityholder or such individual) and permitted assigns; provided, however, that, except as otherwise provided in this Agreement, no party may assign, delegate or otherwise transfer (by operation of law or otherwise) any of its rights or obligations, under this Agreement without the consent of Buyer. For the avoidance of doubt, Equityholders may assign, delegate or otherwise transfer any of their respective rights or obligations under this Agreement in connection with any Transfer permitted under Section 2(a). Without limiting the scope or effect of the restrictions on Transfer set forth in Section 2, each Equityholder agrees that this Agreement and the obligations hereunder shall attach to the Interests and shall be binding upon any person or entity to which legal or beneficial ownership of such Interests shall pass, whether by operation of law or otherwise.

9.    Miscellaneous.

The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery or other Courts of the State of Delaware, this being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Court of Chancery or other Courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Court of Chancery or other Courts of the State of Delaware, and each of the parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (e) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

10.    Counterparts.

This Agreement may be executed in two or more counterparts, and by facsimile, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

11.    Amendments; Termination.

This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all parties hereto. Except for provisions of this Agreement that by their terms survive the termination hereof, the provisions of this Agreement shall terminate upon the earliest to occur of (i) the Closing, (ii) the first anniversary of the execution and delivery of this Agreement, and (iii) the termination of the Merger Agreement by NGP or NGOP pursuant to Section 8.01(c) of the Merger Agreement because of a breach of any of the covenants or agreements or any of the representations or warranties set forth in the Merger Agreement on the part of any of Buyer, NGP Merger Sub or NGOP Merger Sub (as defined in the Merger Agreement).

12.    Entire Agreement.

This Agreement, together with the Purchase Agreement, and the documents and agreements contemplated thereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement (other than the Purchase Agreement, and the documents and agreements contemplated thereby). No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto. Neither this Agreement nor any provision hereof is intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

13.    Severability.

If any provision of this Agreement shall be invalid or unenforceable under applicable law, such provision shall be ineffective to the extent of such invalidity or unenforceability only, without it affecting the remaining provisions of this Agreement.

14.    Specific Performance.

The parties hereto agree that irreparable damage would occur in the event any of the provisions of this Agreement were not to be performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedies at law or in equity.

15.    Additional Interests.

If, after the date hereof, any Equityholder acquires beneficial ownership of any additional shares of NGP capital stock or NGOP Common Units (any such shares or units, “Additional Interests”), including upon exercise of any option, warrant or right to acquire

shares of NGP capital stock or NGOP Common Units or through any equity dividend or equity split, the provisions of this Agreement applicable to the Interests shall be applicable to such Additional Interests as if such Additional Interests had been Interests as of the date hereof. The provisions of the immediately preceding sentence shall be effective with respect to Additional Interests without action by any person or entity immediately upon the acquisition by any Equityholder of beneficial ownership of such Additional Interests.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

AMERICAN GOLF CORPORATION
By	/s/    EDWARD R. SAUSE
	Name:    Edward R. Sause
	Title:     Chief Financial Officer

NGP LLC
By	/s/    ELIZABETH BURTAN
	Name:    Elizabeth Burtan
	Title:     Vice President

DAVID G. PRICE
By	/s/    DAVID G. PRICE
	Name:    David G. Price
	Title:

DALLAS P. PRICE
By	/s/    DALLAS P. PRICE
	Name:    Dallas P. Price
	Title:

DAVID G. PRICE TRUST DATED MARCH 5, 1998, AS AMENDED
By	/s/    DAVID G. PRICE
	Name:    David G. Price
	Title:     Trustee

DALLAS P. PRICE TRUST DATED MAY 14, 1998, AS AMENDED
By	/s/    DALLAS P. PRICE
	Name: Dallas P. Price
	Title: Trustee