Exhibit 10.1
                                                                    ------------

                              FORBEARANCE AGREEMENT



      THIS FORBEARANCE AGREEMENT ("Agreement") is made as of February 8, 2002,
among NATIONAL GOLF OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
(the "Borrower"), continued pursuant to that certain Third Amended and Restated
Agreement of Limited Partnership, dated as of July 28, 1999, as amended (the
"Operating Agreement"), NATIONAL GOLF PROPERTIES, INC., a Maryland corporation
(the "Guarantor"), BANK ONE, NA, a national banking association with its main
office in Chicago, Illinois, individually and as agent ("Agent") for Lenders (as
defined in the Credit Agreement referenced below) and the Lenders.

                                    RECITALS

      A. Pursuant to the terms of the Amended and Restated Credit Agreement
dated as of July 30, 1999, among Borrower, Guarantor, Agent, and the Lenders
from time to time that are parties thereto (as amended from time to time, the
"Credit Agreement"), the Lenders agreed to provide a term loan facility in the
amount of $100,000,000 ("Term Facility") and a revolving credit facility in the
maximum aggregate amount of $200,000,000 ("Revolving Facility"). Terms appearing
as initially capitalized terms and not otherwise expressly defined in this
Agreement shall have the respective meanings given them in the Credit Agreement.

      B. Borrower and Guarantor have requested that Lenders forbear from
exercising their remedies under the Loan Documents on account of the Specified
Defaults (as defined in Section 1 below). Lenders have agreed to do so for a
limited period of time on the conditions set forth in this Agreement.

                                    AGREEMENT

      NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements of the parties contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Borrower, Guarantor, Agent and Lenders hereby agree as follows:

      1. SPECIFIED DEFAULTS. Borrower acknowledges that, as of the date hereof,
the following Defaults (the "Specified Defaults") exist or are asserted to exist
(or, in the case of the Default referenced in clause (iii) may come to exist):
(i) a Default under Section 8.11(ii) of the Credit Agreement as a result of
AGC's non-compliance with its minimum EBITDA ratio calculated as of June 30,
2001, September 30, 2001 and December 31, 2001; (ii) a Default under Section
8.6(ii) of the Credit Agreement as a result of certain non-payment defaults that
are being asserted to exist under (W) AGC's credit facility with Bank of
America, (X) that certain Note Purchase Agreement dated as of July 30, 1996, by
and among AGC and the note holders party thereto, relating to those certain
9.35% Senior Secured Notes due July 1, 2004, (Y) that certain Amended and
Restated Loan Agreement dated as of July 7, 1994, by and among Bank of America
(as successor-in-interest to NationsBank of South Carolina, N.A.) and the
Borrower (as successor-in-interest to Royal Golf, L.P. II), as amended, and (Z)
those certain loans relating to American Golf (UK) Limited and European Golf
LLC, as set forth more fully on Schedule 1; (iii) a Default under Section
8.11(iii) as a result of any failure of AGC to pay the full amount of rent due
to Borrower on


<PAGE>


any due date after December 31, 2001 under Approved Operating Leases; and (iv)
as a result of the receipt by AGC of a letter purporting to terminate a prior
waiver by Bank of America of AGC's defaults under its credit facility with Bank
of America, a Default under Section 8.4 of the Credit Agreement in respect of
Borrower's representation and warranty in its request for Advances after October
1, 2001 that no Default or Unmatured Default existed and that all conditions to
the making of an Advance were satisfied. Notwithstanding clause (ii) of the
preceding sentence, if a Default under Section 8.6(i) occurs due to the
acceleration of any debt described in clause (ii) such Default shall not be
included in the definition of Specified Default, except that the acceleration of
any of the AGC debt described in clauses (W), (X) or (Z) of such clause (ii)
shall constitute a Default under Section 8.6(i) of the Credit Agreement only if
by a date seven (7) calendar days after the date of such acceleration, (a) such
acceleration is not waived, the matters relating to such acceleration are not
cured or such acceleration is not otherwise withdrawn or rescinded or (b) such
Default under the Credit Agreement is not otherwise cured or waived.

      2. AGREEMENT TO FORBEAR. For so long as (a) no material Default has
occurred under the Loan Documents other than the Specified Defaults, (b)
Borrower complies in all material respects with its obligations under this
Agreement, and (c) no event occurs that would entitle Lenders to terminate the
Forbearance Period as set forth in this Agreement, commencing on the Effective
Date (as hereinafter defined) and continuing through March 29, 2002, Lenders
agree to refrain from exercising any of their rights and remedies under the Loan
Documents that exist by virtue of the Specified Defaults (the period in which
Lenders are obligated to so forbear being referred to herein as the "Forbearance
Period"). Notwithstanding anything in this Agreement to the contrary, upon
expiration or any earlier termination of the Forbearance Period, (i) no Advance
may be made, converted into or continued beyond its then-current term as a LIBOR
Advance and the Obligations shall thereafter bear interest at the Default Rate
unless otherwise specified by the Required Lenders, (ii) Lenders shall be
entitled to exercise any and all rights and remedies available to Lenders under
the Loan Documents or at law or in equity on account of the Specified Defaults
and/or on account of any other Default, and (iii) Lenders have not and shall not
be deemed to have waived, modified or reduced in any manner any such rights or
remedies of Lenders by reason of their agreement to forbear under this
Agreement. As used herein, "Effective Date" shall mean the date on which each of
the following conditions are satisfied:

            (a) Borrower, Guarantor, Agent, and the Required Lenders have
      executed this Agreement and delivered counterparts to Agent;

            (b) Borrower has paid a fee to Agent for the benefit of the Lenders
      equal to .25% of the outstanding principal balance of the Revolving
      Facility and Term Facility (prior to the payment required in clause (c)
      below), which shall be allocated between the Term Facility and the
      Revolving Facility on a pro rata basis based on the relative principal
      amounts outstanding under the Term Facility and the Revolving Facility;

            (c) Borrower has agreed to remit, and shall by such date have
      remitted, to the Agent $20,000,000 of the proceeds of those Advances
      requested after October 1, 2001. Pursuant to Section 2.23 of the Credit
      Agreement, such amount shall be applied to reduce the outstanding
      principal balance of the Revolving Facility and the Term Facility on a pro
      rata basis, based on the relative principal amounts outstanding under the
      Term Facility and the Revolving Facility. The Aggregate Revolving
      Commitment shall be permanently


                                      -2-
<PAGE>


      reduced by the amount of principal so applied to the Revolving Facility
      and each Revolving Lender's Revolving Commitment shall be reduced
      proportionately; and

            (d) Borrower shall have provided to Agent evidence reasonably
      satisfactory to Agent including a certified resolution and an incumbency
      certificate from Guarantor, substantially in the form attached hereto as
      Exhibit 2(d) and to the effect that the individual executing this
      Agreement on behalf of Borrower and Guarantor has been duly authorized by
      all appropriate action to so execute and deliver this Agreement.


      3. INDUCEMENTS TO LENDERS TO FORBEAR. For the benefit and reliance of
Lenders, and to induce Lenders to enter into this Agreement, Borrower and
Guarantor individually and each on its own behalf hereby represents and warrants
as follows:

            (a) Other than as contemplated by the terms hereof, the Credit
      Agreement, Notes, and all of the other Loan Documents executed by Borrower
      and/or Guarantor are in full force and effect on the date of this
      Agreement and are enforceable against Borrower and/or Guarantor in
      accordance with their terms;

            (b) As of the date of this Agreement (prior to the payment required
      as a condition to the Effective Date), the unpaid balance of principal due
      and payable under the Revolving Facility is $200,000,000 and under the
      Term Facility is $98,000,000 (which amounts do not include attorneys' fees
      and other costs of Lenders incurred and unpaid as of the date hereof, or
      any accrued and unpaid interest or fees, all of which shall be in addition
      to such amount);

            (c) To each's knowledge, Borrower and Guarantor have no right of
      set-off, defense, claim, or cause of action against Agent, Lenders or any
      of their affiliates, or any of their respective officers, directors,
      employees, agents, or attorneys, in connection with the Loan Documents as
      of the date hereof (whether fixed or contingent, or based on contract,
      tort, statute, strict liability, or other legal or equitable theory of
      recovery). Borrower and Guarantor each hereby, for itself, its successors
      and assigns (each a "Releasing Party" and collectively, the "Releasing
      Parties"), releases, acquits and forever discharges Agent and Lenders and
      their respective directors, officers, employees, agents, affiliates,
      successors and assigns ("Released Parties") of and from any and all
      claims, actions, causes of action, demands, rights, damages, costs, and
      expenses whatsoever which any Releasing Party might have because of
      anything done, omitted to be done, or allowed to be done by any of the
      Released Parties and in connection with the Revolving Facility, the Term
      Facility, the Credit Agreement or this Agreement or the other Loan
      Documents as of the date of execution of this Agreement, whether known or
      unknown, foreseen or unforeseen, including any damages and the
      consequences thereof resulting or to result from the events described,
      referred to or inferred hereinabove;

            (d) Borrower and Guarantor have taken all necessary action to
      authorize the execution, delivery and performance of this Agreement, and
      this Agreement has been duly executed and delivered by or on behalf of
      Borrower and Guarantor and constitutes the legal, valid and binding
      obligation of Borrower and Guarantor enforceable against Borrower and
      Guarantor in accordance with its terms;


                                      -3-
<PAGE>


            (e) The execution, delivery and performance of this Agreement by
      Borrower and Guarantor will not conflict with or result in a breach of any
      of the terms or provisions of, constitute a default under, require any
      consent under, or result in the creation or imposition of any lien, charge
      or encumbrance upon any of the property or assets of Borrower or Guarantor
      pursuant to the terms of, any indenture, mortgage, deed of trust, loan
      agreement, or other agreement or instrument to which Borrower or Guarantor
      is a party or by which Borrower's or Guarantor's property or assets is
      subject, nor will such action result in any violation of the provisions of
      any statute or any order, rule or regulation of any court or governmental
      agency or body having jurisdiction over Borrower or any of its properties
      or assets, and any consent, approval, authorization, order, registration
      or qualification of or with any court or any such regulatory authority or
      other governmental agency or body required for the execution, delivery and
      performance by Borrower of this Agreement or any other Loan Documents has
      been obtained and is in full force and effect;

            (f) To each's actual knowledge, except for the Specified Defaults,
      no material Default has occurred that remains uncured as of the date
      hereof; and

            (g) Other than the Liens on one Property described on Exhibit 3(g)
      which was incorrectly identified as an Unencumbered Asset on the most
      recent compliance certificate furnished to Lenders, Borrower has not
      granted or suffered to exist any material Liens (other than Permitted
      Liens identified in Subsections 7.15 (i) to (iv)) on any of the Projects
      included in Unencumbered Assets as referenced in the most recent
      compliance certificate furnished to Lenders, and all such Projects comply
      with each of the requirements set forth in the definition of "Unencumbered
      Asset."

      4. REPORTING REQUIREMENTS. Borrower shall use its reasonable best efforts
to provide to Agent no later than fifteen (15) days following the end of each
month, monthly course level operating results (including a comparison of actual
results versus budgeted results for the applicable month and for the
year-to-date). In addition, to the extent (a) obtainable using all reasonable
efforts, and (b) not covered by any agreement of confidentiality that would
preclude such disclosure, Borrower shall provide monthly financial projections
(including a comparison to the corresponding month in fiscal year 2001), for
AGC. Furthermore, Borrower shall also provide at the time of deliverance of its
monthly course operating results, a report on recent asset sales, including
copies of all pending letters of intent and contracts for asset sales (to the
extent not previously provided) and a report on the projected tax liability for
each proposed asset sale. Borrower shall also use its reasonable best efforts to
provide 13-week cash flow forecasts on a bi-weekly basis (commencing on the
first Monday after the date hereof and continuing on every other Monday
thereafter) and such additional information as may be reasonably requested by
Agent or by Lenders' advisor.

      5. NET CASH PROCEEDS. Notwithstanding those provisions of Section
2.8(b)(ii) of the Credit Agreement which establish certain exceptions and
limitations allowing Borrower to retain a portion of Net Cash Proceeds of sale
of assets for certain purposes, all Net Cash Proceeds of the sale of assets
received during the first quarter of 2002 shall be used to pay down the
outstanding principal balance of the Revolving Facility and the Term Facility on
a pro rata basis, based on the relative principal amounts outstanding under the
Term Facility and the Revolving Facility, provided, however, that Borrower shall
have the right to reserve (the "Capital Expenditure/1031 Reserve") up to
$28,000,000, in the aggregate, of Net Cash Proceeds from (i) the sale of those
Projects listed on Schedule 1 attached hereto (the "Anticipated 1031 Projects");
and (ii) from the sale of Projects other than Anticipated 1031 Projects but,
with respect to such other Projects, only to


                                      -4-
<PAGE>


the extent that the aggregate Net Cash Proceeds from such other Projects does
not exceed the then-current unreserved and unexpended portion of the $8 million
allowed for Required Cap Ex or Necessary Repairs. Amounts in the Capital
Expenditure/1031 Reserve shall be disbursed solely for the purpose of (a)
completing Section 1031 Transactions, (b) paying for capital expenditures which
Borrower has already budgeted or which are necessary to maintain the quality of
the Projects ("Required Cap Ex") or (c) repairs to the extent reasonably
necessary to maintain the Projects in a first class manner ("Necessary
Repairs"). The foregoing notwithstanding, (X) expenditures on account of
Required Cap Ex and Necessary Repairs shall not exceed $8 million, in the
aggregate and (Y) such expenditures may be funded from reserves or accounts
other than the Capital Expenditure/1031 Reserve; provided, however, that if any
such expenditure is made from the Capital Expenditure/1031 Reserve or any other
reserve or account, the amount so expended shall reduce the Capital
Expenditure/1031 Reserve by a like amount.

      6. ACQUISITIONS/INVESTMENTS. Notwithstanding the terms of Section 7.4 of
the Credit Agreement, Borrower shall not acquire or invest in any new golf
course properties or ancillary businesses or invest in any of the other items
identified in Section 7.4 of the Credit Agreement, provided, however, that
Borrower shall have the right to enter into Section 1031 Transactions as set
forth in Section 5, make Required Cap Ex and Necessary Repairs, purchase office
equipment and otherwise operate in the ordinary course of business (other than
with respect to the acquisition of or investment in any new golf course
properties or ancillary businesses) as required for it to conduct its business.

      7. CAPITAL EXPENDITURES. Each capital expenditure during the Forbearance
Period shall comply with the requirements set forth in Section 7.29 of the
Credit Agreement.

      8. NEGATIVE PLEDGE AND PROHIBITION AGAINST DEBT. The Borrower shall not
incur any Indebtedness except in connection with the extension and/or
refinancing of Indebtedness which exists on the date hereof and only so long as
such extension and/or refinancing does not increase the principal amount of such
Indebtedness. Notwithstanding the foregoing, the Borrower shall be entitled to
incur secured Indebtedness against specific Projects that are acquired by
Borrower to complete the exchange of Anticipated 1031 Projects and those Section
1031 Transactions which are pending completion as of the date hereof as listed
on Schedule 3 attached hereto ("Pending 1031 Exchanges") provided that the
amount of such secured Indebtedness shall not exceed the amount of secured
indebtedness on the Project that was sold as part of such Section 1031
Transaction. Borrower and Guarantor agree that they will not, nor will they
permit any of their Subsidiaries to, create, incur or suffer to exist any Lien
in or on the property of Guarantor, the Borrower or any of their Subsidiaries
except Liens existing as of the date hereof, and Permitted Liens identified in
Section 7.15(i) through (iv) of the Credit Agreement. Borrower specifically
acknowledges that the Liens identified in Section 7.15(v) of the Credit
Agreement shall not constitute Permitted Liens to the extent created subsequent
to the date hereof.

      9. DIVIDENDS. Notwithstanding the terms contained in Section 7.11 of the
Credit Agreement, neither Guarantor nor Borrower shall pay any dividends or make
any other distributions with respect to its Capital Stock (including all
preferred units of Borrower) during the Forbearance Period, other than
distributions with respect to taxes related to the sale of assets as described
in the definition of "Net Cash Proceeds" (including distributions required under
the Operating Agreement in respect of taxes).


                                      -5-
<PAGE>


      10. MANAGEMENT. Guarantor represents that its Bylaws provide, among other
things, that (a) the majority of Guarantor's directors shall be Independent
Directors, and (b) the Committee of Independent Directors (as defined in
Guarantor's Bylaws) shall approve all transactions between Guarantor and David
G. Price and his affiliates. As used herein, an "Independent Director" shall
have the meaning ascribed to such term in the Guarantor's Bylaws and shall
further refer to a director of Guarantor who was not at the time of initial
appointment and is not at any time while serving as a director of Guarantor: (W)
a director of AGC; (X) an officer or employee (with the exception of Charles S.
Paul, serving as interim Chief Executive Officer of Guarantor), partner or
attorney of Guarantor or AGC; (Y) a person controlling any such partner, or (Z)
a member of the immediate family of any of the foregoing. It is acknowledged and
agreed by the parties hereto that Messrs. Charles S. Paul, Bruce Karatz and John
C. Cushman III are Independent Directors for the purposes hereof.

      11. RESTRUCTURING PLAN. Borrower agrees that it shall present a draft
restructuring plan to the Lenders by February 28, 2002.

      12. LEGAL AND PROFESSIONAL FEES. Borrower hereby confirms its obligation
to pay certain reasonable costs and expenses pursuant to Section 10.7 of the
Credit Agreement and agrees that such costs and expenses include fees and
expenses of both attorneys and professional consultants. Borrower acknowledges
that the fees and expenses incurred in connection with the negotiations leading
up to the execution of this Agreement were incurred in connection with the
collection and enforcement of the Loan Documents.

      13. ACKNOWLEDGMENTS BY BORROWER. Borrower acknowledges that the Lenders
have advised Borrower that they are not currently willing to agree to any
modifications to the Credit Agreement unless collateral is provided to secure
the Obligations. While Borrower has not committed to provide such collateral, it
has agreed to take such reasonable steps as Borrower deems necessary to be in a
position to deliver, on or before March 29, 2002, mortgages or deeds of trust in
favor of Lenders encumbering the real property owned by Borrower which is not
encumbered by a mortgage or deed of trust as of the date hereof.. Borrower
agrees to provide the Agent's counsel with periodic updates on such steps,
including delivery of copies of all title and other due diligence information
that may be prepared or collected in connection with providing such collateral.
Borrower further acknowledges that it is now aware that AGC had received a
letter purporting to terminate a prior waiver by Bank of America of AGC's
defaults under its credit facility with Bank of America prior to the Advances
made in October and November of 2001.

      14. INTEREST DURING FORBEARANCE PERIOD; SUSPENSION OF LIBOR OPTION. The
Required Lenders agree that, as of the Effective Date, interest shall cease
being calculated at the Default Rate which was previously imposed by written
notice from the Agent pursuant to the Lenders' rights under the Credit
Agreement. From the Effective Date until the expiration or earlier termination
of the Forbearance Period, (i) no Advance may be made as, converted into or
continued beyond its current term as a LIBOR Advance, (ii) each LIBOR Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 1.00% per annum and (iii)
each ABR Advance shall bear interest at a rate per annum equal to the Adjusted
ABR Rate otherwise applicable to such ABR Advance plus 1.00% per annum. Nothing
herein shall limit the right of Lenders to receive the Default Rate once the
Forbearance Period expires or is terminated.


                                      -6-
<PAGE>


      15. VOLUNTARY AGREEMENT. Borrower represents and warrants that it is
represented by legal counsel of its choice, that it has consulted with counsel
regarding this Agreement, that it is fully aware of the terms of this Agreement,
and that it has entered into this Agreement voluntarily and without coercion or
duress of any kind.

      16. NO COURSE OF CONDUCT. Borrower acknowledges that the determination by
Lenders to enter into this Agreement does not constitute a course of conduct or
course of dealing. Borrower acknowledges that it has no basis to expect any
Lender to enter into any further forbearance or any modification of the Loan
Documents.

      17. SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.

      18. NO MODIFICATION EXCEPT IN WRITING. None of the terms of this Agreement
may be modified, waived, altered, amended, supplemented, extended, consolidated,
replaced, exchanged or otherwise changed except by an instrument in writing duly
executed by all of the parties hereto.

      19. FURTHER ASSURANCES. Borrower, Guarantor, Agent and the Required
Lenders shall execute and deliver such further instruments and perform such
further acts as may be reasonably requested by each other of the foregoing
persons from time to time to confirm the provisions of this Agreement and to
carry out the intents and purposes of this Agreement.

      20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.

      21. RESERVATION AND REMEDIES. Except as specifically stated in this
Agreement, this Agreement shall not be deemed or construed to (i) constitute a
waiver of any right or remedy available to any of Borrower, Guarantor, Agent or
Lenders under the Loan Documents, at law, in equity or otherwise, and each of
the foregoing hereby expressly reserves all of such rights and remedies; or (ii)
give any of Borrower, Guarantor, Agent or Lenders any rights under the Credit
Agreement that each would otherwise not have due to the existence of a Default
(even if such Default is one of the Specified Defaults), unless expressly
provided for in this Agreement.

      22. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.

      23. INTERPRETATION. As used herein, the terms (a) "person" shall mean an
individual, a corporation, a partnership, a trust, an unincorporated
organization or other entity or any agency or political subdivision thereof; and
(b) "including" or "include" shall mean "including without limitation" or
"include, among other things", or "include, without limiting the generality of
the foregoing". The Recitals to this Agreement are incorporated herein and
expressly made a part hereof. The terms and provisions of this Agreement shall
be interpreted and construed in accordance with their usual and customary
meanings, and the parties hereby expressly waive and disclaim in connection with
the interpretation and construction of this Agreement, any rule of law or
procedure requiring otherwise, including, any rule of law to the effect that
ambiguous or conflicting terms or provisions contained in this Agreement shall
be interpreted or construed against the party whose attorney prepared this
Agreement or any earlier draft of this Agreement.


                                      -7-
<PAGE>


      24. COUNTERPARTS. This Agreement may be executed in two or more
counterparts (including by facsimile transmission of signature pages hereto),
each of which may be executed by one or more of the parties hereto, but all of
which, when taken together, shall constitute but one agreement.

      25. WAIVER OF JURY TRIAL. AGENT, LENDERS, BORROWER AND GUARANTOR, BY THEIR
ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENTS RELATING THERETO OR ARISING FROM THE LENDING RELATIONSHIP WHICH
IS THE SUBJECT OF THIS AGREEMENT AND AGREE THAT ANY SUCH ACTION OR PROCEEDING
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

      26 INTEGRATION. This Agreement, together with the Loan Documents,
constitute the entire agreement among Agent, Lenders, Borrower, and Guarantor
with respect to the Term Facility and the Revolving Facility and the subject
matter of the foregoing documents, and all prior writings and discussions and
all contemporaneous discussions are hereby merged into and superseded by the
provisions of the foregoing documents.

      27. AGREEMENT CONTROLLING. In the event of a conflict or inconsistency
between the provisions of the Loan Documents and the provisions of this
Agreement, the provisions of this Agreement shall govern. This Agreement shall
constitute a Loan Document for all purposes. Any reference to the Credit
Agreement in any of the Loan Documents shall hereafter mean the Credit Agreement
as supplemented by this Agreement as the same may be subsequently amended,
modified, altered, supplemented, extended, consolidated, replaced, exchanged or
otherwise changed.

               [SIGNATURES ARE CONTAINED ON THE FOLLOWING PAGE]


                                      -8-
<PAGE>


      IN WITNESS WHEREOF, Borrower, Guarantor, Agent and Lenders have caused
this Agreement to be executed as of the date first above written.



BORROWER:                           NATIONAL GOLF OPERATING
                                    PARTNERSHIP, L.P.

                                    By:
                                    National Golf Properties, Inc., its
                                    general partner


                                    By:  /s/ Neil M. Miller
                                       -----------------------------------------
                                    Print Name:  Neil M. Miller
                                               ---------------------------------
                                    Title: CFO, Secretary and Acting General
                                         ---------------------------------------
                                           Counsel
                                         ---------------------------------------


GUARANTOR:                          NATIONAL GOLF PROPERTIES, INC.


                                    By:  /s/ Neil M. Miller
                                       -----------------------------------------
                                    Print Name:  Neil M. Miller
                                               ---------------------------------
                                    Title:  CFO, Secretary and Acting General
                                         ---------------------------------------
                                            Counsel
                                         ---------------------------------------


AGENT:                              BANK ONE, NA, Individually and as
                                    Administrative Agent


                                    By: /s/ Richard R. Howard
                                       -----------------------------------------
                                    Print Name:  Richard R. Howard
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------


LENDERS:                            MERRILL LYNCH CAPITAL CORPORATION,
                                    Individually and as Syndication Agent



                                    By:  /s/ Michael E. O'Brien
                                       -----------------------------------------
                                    Print Name:  Michael E. O'Brien
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------


                                      -9-
<PAGE>


                                    ING (U.S.) CAPITAL LLC, Individually and
                                    as
                                    Co-Documentation Agent and Co-Arranger


                                    By:  /s/ David J. Lattimer
                                       -----------------------------------------
                                    Print Name:  David J. Lattimer
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------


                                    UNION BANK OF CALIFORNIA, N.A.,
                                    Individually and as Co-Documentation Agent


                                    By:  /s/ Scott M. Bleifer
                                       -----------------------------------------
                                    Print Name:  Scott M. Bleifer
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------


                                    FLEET NATIONAL BANK, Individually and as
                                    Co-Agent


                                    By:  /s/ Gregory C. Badger
                                       -----------------------------------------
                                    Print Name: Gregory C. Badger
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------


                                    CITY NATIONAL BANK, Individually and as
                                    Co-Agent


                                    By:  /s/ Eric Bacura
                                       -----------------------------------------
                                    Print Name: Eric Bacura
                                               ---------------------------------
                                    Title:  Director
                                          --------------------------------------


                                    WELLS FARGO BANK, NATIONAL
                                    ASSOCIATION, Individually and as Co-Agent


                                    By:  /s/ Charles C. Warner
                                       -----------------------------------------
                                    Print Name:  Charles C. Warner
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                                      -10-
<PAGE>


                                    PACIFIC LIFE INSURANCE COMPANY


                                    By:  /s/ T. Anthony Primer
                                       -----------------------------------------
                                    Print Name: T. Anthony Primer
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------


                                    By:  /s/ C.S. Dillion
                                       -----------------------------------------
                                    Print Name:  C.S. Dillion
                                               ---------------------------------
                                    Title:  Assistant Secretary
                                          --------------------------------------


                                    AMSOUTH BANK


                                    By:  /s/ Lawrence Clark
                                       -----------------------------------------
                                    Print Name:  Lawrence Clark
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                                    CALIFORNIA FEDERAL BANK


                                    By:  /s/ Preston A. Minor
                                       -----------------------------------------
                                    Print Name:  Preston A. Minor
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                                    FIRST AMERICAN BANK TEXAS, SSB


                                    By:  /s/ Matt Malone
                                       -----------------------------------------
                                    Print Name:  Matt Malone
                                               ---------------------------------
                                    Title:  Assistant Vice President
                                          --------------------------------------

                                    CREDIT LYONNAIS NEW YORK BRANCH


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


                                      -11-
<PAGE>


                                    DRESDNER BANK, AG, NEW YORK AND
                                    GRAND CAYMAN BRANCHES


                                    By:
                                       -----------------------------------------
                                    Print Name:
                                               ---------------------------------
                                    Title:
                                          --------------------------------------


                                    PILGRIM PRIME RATE TRUST

                                    By:
                                    ING Pilgrim Investments LLC

                                    By:
                                       -----------------------------------------
                                    Print Name:
                                               ---------------------------------
                                    Title:
                                          --------------------------------------

                                    THE TRAVELERS INSURANCE COMPANY


                                    By:  /s/ Pamela D. Westmoreland
                                       -----------------------------------------
                                    Print Name: Pamela D. Westmoreland
                                               ---------------------------------
                                    Title:  Investment Officer
                                          --------------------------------------


                                    MASSACHUSETTS MUTUAL LIFE INSURANCE
                                    COMPANY


                                    By:  /s/ Mary S. Law
                                       -----------------------------------------
                                    Print Name:  Mary S. Law
                                               ---------------------------------
                                    Title:  Managing Director
                                          --------------------------------------


                                    OCTAGON INVESTMENT PARTNERS II, LLC


                                    By:
                                       -----------------------------------------
                                    Print Name:
                                               ---------------------------------
                                    Title:
                                          --------------------------------------


                                      -12-
<PAGE>


                                    OCTAGON INVESTMENT PARTNERS III, LTD.


                                    By:
                                       -----------------------------------------
                                    Print Name:
                                               ---------------------------------
                                    Title:
                                          --------------------------------------


                                    OCTAGON INVESTMENT PARTNERS IV, LTD.


                                    By:
                                       -----------------------------------------
                                    Print Name:
                                               ---------------------------------
                                    Title:
                                          --------------------------------------


                                    KZH Soleil LLC


                                    By:  /s/ Susan Lee
                                       -----------------------------------------
                                    Print Name: Susan Lee
                                               ---------------------------------
                                    Title:  Authorized Agent
                                          --------------------------------------


                                    KZH Soleil-2 LLC


                                    By:  /s/ Susan Lee
                                       -----------------------------------------
                                    Print Name: Susan Lee
                                               ---------------------------------
                                    Title:  Authorized Agent
                                          --------------------------------------

                                    FIRSTRUST BANK


                                    By:  /s/ Kent Nelson
                                       -----------------------------------------
                                    Print Name:  Kent Nelson
                                               ---------------------------------
                                    Title:  Vice President
                                          --------------------------------------

                                    GALAXY CLO 1999-1, Ltd.


                                    By:
                                       -----------------------------------------
                                    Print Name:
                                               ---------------------------------
                                    Title:
                                          --------------------------------------


                                      -13-
<PAGE>


                                    PINEHURST TRADING, INC.


                                    By:  /s/ Ann E. Morris
                                       -----------------------------------------
                                    Print Name:  Ann E. Morris
                                               ---------------------------------
                                    Title:  Assistant Vice President
                                          --------------------------------------


                                    MERRILL LYNCH, PIERCE, FENNER &
                                    SMITH INC.


                                    By:
                                       -----------------------------------------
                                    Print Name:
                                               ---------------------------------
                                    Title:
                                          --------------------------------------

                                    CENTREPACIFIC


                                    By:  /s/ John M. Casparian
                                       -----------------------------------------
                                    Print Name:  John M. Casparian
                                               ---------------------------------
                                    Title:  Chief Operating Officer
                                          --------------------------------------


                                    PB CAPITAL CORPORATION


                                    By:  /s/ Jeffrey Frost
                                       -----------------------------------------
                                    Print Name:  Jeffrey Frost
                                               ---------------------------------
                                    Title:  Mangaging Director
                                          --------------------------------------
                                            Portfolio Management
                                          --------------------------------------


                                    By:  /s/ Thomas Dearth
                                       -----------------------------------------
                                    Print Name:  Thomas Dearth
                                               ---------------------------------
                                    Title:  Associate
                                          --------------------------------------

                                      -14-