<PAGE>
 
                                                                   EXHIBIT 10.34
 
                             ASSUMPTION AGREEMENT
                             --------------------

      THIS ASSUMPTION AGREEMENT (this "Agreement") is made and entered into as
of July 1, 1996 by National Golf Operating Partnership, L.P., a Delaware limited
partnership (the "Partnership"), and each of the Purchasers listed on the
signature pages hereto. Capitalized terms used herein without definition shall
have the meanings assigned to those terms in the Note Agreement (as hereinafter
defined).

                                   
                                   WITNESSTH
                                   ---------

      WHEREAS, Black Lake/Penasquitos, a California general partnership ("Black 
Lake") and each of the Purchasers have entered into certain Note Purchase 
Agreements, dated as of June 28, 1996 (the "Note Purchase Agreements"), pursuant
to which Black Lake issued $11,447,100 aggregate principal amount of its 7.9% 
Senior Promissory Notes due June 15, 2006 (the "Notes") to the Purchasers; and

      WHEREAS, Black Lake has used the proceeds of the Notes to repay the 
amounts owed to the Partnership pursuant to certain Senior Secured Participating
Promissory Notes secured by properties known as Arrowhead Country Club and 
Painted Desert Golf Course, dated as of August 18, 1993; and

      WHEREAS, pursuant to certain option agreements, Black Lake will transfer 
certain golf courses to the Partnership and the Partnership will by this 
Agreement concurrently assume the obligations of Black Lake under the Notes, and
National Golf Properties, Inc., a Maryland corporation (the "Guarantor") will 
guaranty the repayment of such Notes; and

      WHEREAS, on account of the transactions described in the preceding 
clauses, the Partnership has been directly and substantially benefited, and in 
assuming Black Lake's obligations with respect to the Notes, does not intend to 
assume such obligations as an accommodation to Black Lake or otherwise as a 
surety, but intends to become primarily liable with respect thereto with the 
same effect as though the Partnership had issued the Notes;

      NOW THEREFORE, in consideration of the foregoing and to induce the 
Purchasers to consent to the assumption of the Notes by the Partnership, the 
Partnership agrees, for the benefit of the Purchasers, as follows:

                                   AGREEMENT
                                   ---------

      SECTION 1  Assumption of Obligations. (a) The Partnership hereby 
                 -------------------------- 
irrevocably and unconditionally assumes and agrees and hereby promises to pay, 
perform and discharge, as its direct and primary obligation, all of the 
liabilities, covenants, duties and indebtedness of Black Lake to each of the 
respective Purchasers evidenced by the Notes with the same effect as if the 
Notes had been executed by the Partnership and delivered to the respective 
Purchasers.

      (b) Without limitation, the Partnership hereby promises to pay principal
of, and interest on, the Notes, as and when due, in lawful money of the United
States of America. No
<PAGE>
 
demand upon, resort to or other action against Black Lake shall be required 
before payment in full of principal of and interest on the notes is required 
hereunder.

        The liability of the Partnership under the Notes arising hereunder is 
independent of and not in consideration of or contingent upon the liability of 
Black Lake upon the Notes, and a separate action or actions in respect of the 
Notes may be brought and prosecuted against the Partnership, whether or not any 
action in respect of the Notes is brought or prosecuted against Black Lake and 
whether or not Black Lake is joined in any such action or actions. The liability
of the Partnership in respect of the Notes shall be absolute and unconditional, 
without regard to the legality, validity or enforceability of the Notes or the 
Note Purchase Agreement as against Black Lake, any defense, setoff or 
counterclaim that may at any time be available to Black Lake; or any other 
circumstance whatsoever (with or without notice to or knowledge of the 
Partnership), whether or not similar to any of the foregoing, that constitutes, 
or might be construed to constitute, an equitable or legal discharge or 
exoneration of the Partnership in respect of its obligations with respect to the
notes arising hereunder.

        The Partnership authorizes the holders from time to time of the Notes,
or any of them, without notice to or further assent by the Partnership and
without affecting the Partnership's liability in respect of the Notes arising
hereunder (regardless of whether any subrogation, reimbursement, contribution or
other similar right that the Partnership may have, or any other right or remedy
of the Partnership, against Black Lake or otherwise, is extinguished or
impaired), from time to time to: terminate, release, compromise, subordinate,
extend, accelerate or otherwise change the time, manner or place of payment of
the Notes or otherwise amend the terms and conditions of the Notes or the Note
Purchase Agreements, or any provision thereof; take and hold collateral from
Black Lake or any other person, perfect or fail to perfect a lien on such
collateral, or exchange, enforce, subordinate, release (intentionally or
unintentionally), or take or fail to take any other action in respect of, any
such collateral or lien or any part thereof, exercise in such manner and order
as it elects in its sole discretion, fail to exercise, waive, suspend, terminate
or suffer expiration of, any of the remedies or rights of the holders of the
Notes, or any of them, against Black Lake or any other obligor in respect of the
Notes; release, add or settle with Black Lake in respect of the Notes; accept
partial payment on the Notes and apply any and all payment or recoveries from
Black Lake or any collateral for the Notes to such obligations of the
Partnership under the Notes as the holder may elect in its sole discretion; and
otherwise deal with Black Lake, any other obligor in respect of the Notes and
any collateral for Notes as the holders of the Notes from time to time, or any
of them, may elect in its or their sole discretion.

    SECTION 2  Certain Waivers. The Partnership waives:
               ---------------
               2.1 any right to require the holders of the Notes to proceed
against Black Lake or any other obligor in respect of the Notes, to proceed
against or exhaust any collateral or to pursue any other remedy in any holder's
power whatsoever and the right to have the property of any other obligor first
applied to the discharge of the Notes;

               2.2 all rights and benefits under any applicable law purporting
to reduce a guarantor's obligations in proportion to the obligation of the
principal or providing that the obligation of a surety or guarantor must neither
be larger nor in other respects more burdensome than that of the principal;

                                       2

                                       














  
<PAGE>
 
      2.2     all rights and benefits under any applicable law purporting to 
reduce a guarantor's obligations in proportion to the obligation of the 
principal or providing that the obligation of a surety or guarantor must neither
be larger nor in other respects more burdensome than that of the principal;

      2.3     the benefit of any statute of limitations affecting the Notes or 
the Partnership's liability thereunder or hereunder;

      2.4     any requirement of marshalling or any other principle of election
of remedies and all rights and defenses arising out of an election of remedies
by any holder of the Notes, or any of them, even though that election of
remedies, such a nonjudicial foreclosure with respect to the security for a
guaranteed obligation, has destroyed any right of subrogation, reimbursement or
contribution to the rights of or against any person;

      2.5     any right to assert against the holders of the Notes, or any of 
them, any defense (legal or equitable), set-off, counterclaim and other right 
that the Partnership may now or any time hereafter have against Black Lake or 
any other obligor in respect of the Notes;

      2.6    presentment, demand for payment or performance (including diligence
in making demands hereunder), notice of dishonor or nonperformance, protest, 
acceptance and notice of acceptance of this assumption of the Notes and the 
undertaking of the Partnership provided herein, and all other notices of any 
kind, including (i) notice of any action taken or omitted by any holder of the 
Notes, or any of them, reliance hereon, (ii) notice of any default by Black Lake
or any other obligor in respect of the Notes, (iii) notice that any portion of 
the Notes is due, (iv) notice of any action against Black Lake or any other 
obligor in respect of the Notes, or any enforcement of other action with respect
to any collateral for the Notes, or the assertion of any right of any holder of 
the Notes, or any of them, hereunder; provided, however, notwithstanding the 
foregoing, the Partnership shall be entitled to all notices of any kind provided
for in the Note Agreement attached hereto as Annex 1;

       2.7    all defenses that at any time may be available  to the Partnership
by virtue of any valuation, stay, moratorium or other law now or hereafter in 
effect;

      2.8     without limiting the generality of the foregoing or any other 
provision hereof, the effect of any and all events and circumstances that would
exonerate or create a defense to the obligation of a surety, and any and all 
defenses to the obligation of a surety that may exist from time to time.

      SECTION 3 Restated Note Agreement; Guaranty. The parties hereto agree
                ---------------------------------
that from and after the effectiveness hereof, the Notes will be governed by the 
terms of the Restated Note Agreement attached hereto as Annex 1 (the "Note 
Agreement") and the Guaranty attached hereto as Annex 2 (the "Guaranty"), and 
the Note Purchase Agreements, and all rights and obligations, of all parties 
thereunder, shall be terminated, canceled and voided in their entirety (provided
that all representations and warranties made by Black Lake, the covenant to 
maintain its existence in Section 4.4(a), the covenant to maintain an office in

                                       3

<PAGE>
 
the last sentence of Section 4.3, and the covenants in Section 8, in the Note 
Purchase Agreements shall survive and continue in full force and effect).

      SECTION 4  Effectiveness.  This Agreement shall become effective, as of 
                 -------------
the date first set forth above (the "Effective Date"), when the Partnership and 
each of the Purchasers shall have executed and delivered this Agreement, and the
Partnership and each of the Purchasers shall have executed the Note Agreement in
the form attached hereto as Annex 1 and the Guarantor shall have executed and 
delivered to each Purchaser a Guaranty in the form of Annex 2 hereto, and such 
Guaranty shall be in full force and effect. The effectiveness hereof is 
additionally subject to the fulfillment to each of the Purchaser's satisfaction,
on or prior to the date hereof, of each of the following conditions:

           4.1   Satisfactory Proceedings.  All partnership, corporate, and 
                 ------------------------
other proceedings taken in connection with the consummation of the transactions 
contemplated hereby and all documents and papers relating thereto, including the
Guaranty, shall be reasonably satisfactory to you and your special counsel, and 
you and your special counsel shall have received counterpart originals or 
certified or other copies of such documents and papers, all in form and 
substance reasonably satisfactory to you and your special counsel, as you or 
they may reasonably request in connection therewith.

           4.2   Opinions of Counsel; REIT Letters.  You shall have received 
                 ---------------------------------
favorable opinions, each dated the Effective Date, addressed to you and 
satisfactory in form, scope and substance to you, from (a) Latham & Watkins, 
special counsel of the Partnership, substantially in the form of Exhibit A-1, 
(b) Scott S. Thompson, Esq., in-house counsel to the Partnership, substantially 
in the form of Exhibit A-2 and (c) Gibson, Dunn & Crutcher LLP, your special 
counsel, in form and substance satisfactory to you and covering such other 
matters incident to such transaction as you reasonably request. You shall also 
have received a letter dated the Effective Date from each of Edward R. Sause, 
Chief Financial Officer of the Partnership, substantially in the form of Exhibit
A-3, and Coopers and Lybrand, auditors and tax consultants for the Guarantor, 
substantially in the form of Exhibit A-4, each with respect to certain real 
estate investment trust matters.

           4.3   Representations and Warranties.  All representations and 
                 ------------------------------
warranties of the Partnership contained in this Agreement and in the Note 
Agreement or otherwise made in writing by or on behalf of the Partnership in 
connection with the transactions contemplated hereby shall be true and correct 
when made and (except as affected by the consummation of such transactions) as 
of the Effective Date with the same effect as though such representations and 
warranties had been made on and as of such Effective Date.

           4.4   Performance; No Default.  The Partnership shall have performed 
                 -----------------------
all agreements and complied with all conditions contained herein required to be 
performed or complied with by it on or prior to the Effective Date. At the 
Effective Date (and after giving effect to the assumption of the Notes by the 
Partnership) no Default or Event of Default shall have occurred and be 
continuing. Neither the Partnership nor any Restricted Subsidiary shall have 
entered into any transaction since the date of the Memorandum that would have 
been prohibited by Sections 6.6 through 6.11 of the Note Agreement, inclusive, 
had such Sections applied since such date.

                                       4
<PAGE>
 
      4.5     Compliance Certificates.
              -----------------------

      (a)     Officer's Certificate. The Partnership shall have delivered to you
              ---------------------
an Officer's Certificate substantially in the form of Exhibit B, dated the 
Effective Date, certifying that the conditions specified in Sections 4.3, 4.4, 
and 4.6 have been fulfilled.

      (b)     Secretary's Certificate.  The Partnership shall have delivered to 
              -----------------------
you a Secretary's Certificate substantially in the form of Exhibit C, certifying
as to the resolutions attached thereto and other proceedings relating to the 
authorization, execution and delivery of this Agreement.

      4.6     Absence of Certain Events.  There shall not have occurred any 
              -------------------------
Material Adverse Change since the date of the most recent audited financial 
statements included in the Memorandum. Subsequent to the respective dates as of 
which information is given in the Memorandum and prior to the Effective Date, 
neither the Partnership nor any Restricted Subsidiary shall have consolidated 
with, merged into, or sold, leased or otherwise disposed of its assets and 
properties as an entirety or substantially as an entirety to any Person or 
succeeded to all or substantially all or any substantial part of the liabilities
of any other Person, except as disclosed on Schedule 4.6 hereto.

   SECTION 5  Representations and Warranties. The Partnership hereby represents
              ------------------------------
and warrants to the Purchasers that:

      5.1     Organization, Authority and Tax Status of the Partnership. The
              ---------------------------------------------------------
Partnership has been duly formed, is validly existing as a limited partnership 
in good standing under the laws of the State of Delaware, and is duly qualified 
to transact business and is in good standing in each jurisdiction in which the 
conduct of its business or its ownership or leasing of property requires such 
qualification, other than those jurisdictions as to which the failure to be so 
qualified or in good standing would not, individually or in the aggregate, 
reasonably be expected to have a Material Adverse Effect. The Partnership has 
all requisite power and authority to own or hold under lease the property it 
purports to own or hold under lease, to carry on its business as now conducted 
and as proposed to be conducted, to execute and deliver this Agreement and the 
Note Agreement and to perform its obligations hereunder and thereunder and under
the Notes it is assuming hereby. The Partnership is a partnership for purposes 
of United States federal income taxation and for purposes of the tax laws of any
state or locality in which the Partnership is subject to taxation based on its 
income except, with respect to such state or local tax laws, where the failure 
to be so treated would not, individually or in the aggregate, reasonably be 
expected to have a Material Adverse Effect.

      5.2     Authorization. The Partnership has by all necessary action duly 
              -------------
authorized (i) the execution and delivery of this Agreement and the Note 
Agreement and (ii) the performance of its obligations under this Agreement, the 
Note Agreement and the Notes. This Agreement and the Note Agreement constitutes,
and each Note will constitute upon the effectiveness hereof, a legal, valid and 
binding obligation of the Partnership enforceable against the Partnership in 
accordance with its terms, except as such enforceability may be limited by (i) 
applicable bankruptcy, insolvency, reorganization, moratorium or other similar 
laws affecting the
      

<PAGE>
 
may be limited by (i) applicable bankruptcy, insolvency, reorganization, 
moratorium or other similar laws affecting the enforcement of creditors rights 
generally and (ii) general principles of equity (regardless of whether such 
enforceability is considered in a proceeding in equity or at law).

           5.3   Capitalization.  All of the Partnership Units are validly 
                 --------------
issued and owned of record in the percentage amounts and by the entities or 
persons described in Schedule 7.3, and, to the best of the Partnership's 
knowledge, free and clear of any Lien. There are 19,285,460 Partnership Units 
issued and outstanding and such Partnership Units have been offered and sold in 
compliance with all applicable laws (including, without limitation, federal and 
state securities laws and rollup legislation). The Guarantor is the sole general
partner of the Partnership.

           5.4   Compliance with Other Instruments, etc.  Neither the 
                 ---------------------------------------
Partnership nor any Subsidiary is in violation of any term or provision of its 
corporate charter or by-laws or certificate of partnership or partnership 
agreement, as the case may be. Neither the Partnership nor any Subsidiary is in 
violation of any term of any agreement, indenture, mortgage or other instrument 
of agreement to which it is a party or by which it or any of its properties may 
be bound or affected, or in violation of any existing law, governmental rule or 
regulation or any Order of any court, arbitrator or other Governmental Body 
applicable to it, the consequences of which violation, either in any one case or
in the aggregate, would reasonably be expected to have a Material Adverse
Effect. Neither the execution and delivery of this Agreement, and the Note
Agreement nor the consummation of the transactions contemplated hereby and
thereby nor the performance of the terms and provisions hereof and thereof will
result in any breach of, or constitute a default under, or result in (or
require) the creation of any Lien in respect of any property of the Partnership
or any Subsidiary under any indenture, mortgage, bank loan, credit agreement,
other agreement or instrument, or partnership agreement, partnership
certificate, corporate charter or by-law to which the Partnership or any
Subsidiary is a party or by which the Partnership or any Subsidiaries or any or
their respective properties may be bound or affected, or violate any existing
law, governmental rule or regulation or any Order of any court, arbitrator of
Governmental Body applicable to the Partnership or any Subsidiaries.

           5.5   Governmental Authorizations.  Subject to the accuracy of the 
                 ---------------------------
Purchasers representations and warranties contained in Sections 1.5 to 1.8 of 
the Note Purchase Agreements and the performance of your agreements contained in
Section 1.9 of the Note Agreement, no consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Body is required for 
or in connection with the valid execution and delivery of this Agreement or the 
Note Agreement, or the consummation of the transactions contemplated hereby and 
thereby, including the assumption of the Notes by the Partnership, or the 
fulfillment of, compliance by the Partnership with, the terms and provisions 
hereof and thereof.

           5.6   Solvency.  Neither the Partnership nor any of its Subsidiaries 
                 --------
is insolvent. Neither the execution and delivery of this Agreement, or the Note 
Agreement, or the assumption of the Notes nor the consummation of the 
transactions contemplated hereby and thereby, nor the performance of the terms 
and provisions hereof and thereof will result in the insolvency of the 
Partnership or any or its Subsidiaries, nor will the consummation of

                                       6
<PAGE>
 
Section 5.6, the Partnership or any of its Subsidiaries shall be deemed to be 
insolvent or an insolvency shall be deemed to have resulted with respect to such
Person if: (i) its liabilities (including all claims against such Person, 
whether or not contingent, unliquidated or disputed and regardless of whether 
such liabilities are required to appear on a balance sheet prepared in 
accordance with GAAP) exceed the fair market value of its assets; (ii) it 
retains unreasonably small capital for its continuing business; or (iii) it 
intends to incur, or believes or reasonably should believe it will incur, Debt 
beyond its ability to pay such Debt as it becomes due.

      5.7     Assumption of Original Partnership Notes For Equivalent Value. The
              -------------------------------------------------------------
transfer of the Option Courses pursuant to the terms of the Option Courses 
Agreement (including the repayment of amounts owed pursuant to certain Senior 
Participating Promissory Notes dated as of August 18, 1993 and any other 
transactions related thereto), on the one hand, and the assumption of the Notes 
and Trust Notes by the Partnership pursuant to the terms hereof and the issuance
of OP Units pursuant to the Option Courses Agreement, on the other hand, is an
exchange for reasonably equivalent value as such term is used in (S)548 of the 
United States Bankruptcy Code.

      SECTION 6  Consent. Each Purchaser hereby (i) consents to the assumption
                 -------      
of the Notes by the Partnership and (ii) agrees that the Partnership shall have
all of the rights and interests of Black Lake under the Notes with the same 
effect as if such Notes had been initially issued by the Partnership.

      SECTION 7  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND 
                --------------
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

      SECTION 8  Counterparts. This Agreement may be executed in any number of 
                 ------------
counterparts, and by the parties hereto in separate counterparts, each of which 
when so executed and delivered shall be deemed an original, but all of which 
counterparts together shall constitute one and the same instrument.

      SECTION 9  Severability. The provisions of this Agreement are severable, 
                 ------------
and if any clause or provision shall be held invalid or unenforceable in whole 
or in part in any jurisdiction, then such invalidity or unenforceability shall 
affect only such clause or provision, or part thereof, in such jurisdiction and 
shall not in any manner affect such clause or provision in any other 
jurisdiction, or any other clause or provision of this Agreement in any 
jurisdiction.

      SECTION 10  Headings. The headings in this Agreement are for purposes of 
                  --------
reference only and shall not otherwise affect the meaning or construction of any
provision of this Agreement.

      SECTION 11  Final Expression. This Agreement, together with the Note 
                  ----------------
Purchase Agreements (as amended hereby), embodies the final, entire agreement 
among the parties hereto and thereto and supersedes any and all prior 
commitments, agreements, representations and understandings, whether written or 
oral, relating to the subject matter hereof and thereof and may not be 
contradicted or varied by evidence of prior, contemporaneous, or


                                       7
<PAGE>
 
subsequent oral agreements or discussions of the parties hereto. There are no 
oral agreements among the parties hereto.


                                       8
<PAGE>
 
     IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be
duly executed and delivered by it as of the day and year first above written.

                                           "COMPANY"

                                           NATIONAL GOLF OPERATING
                                           PARTNERSHIP, L.P.

                                           By: National Golf Properties, Inc.



                                           By:
                                              ---------------------------------
                                                  Edward R. Sause
                                                  Executive Vice President



                                           "PURCHASERS"

                                           AUSA LIFE INSURANCE COMPANY, INC.



                                           By:
                                              ---------------------------------
                                                  Name:  Gregory W. Theobald
                                                  Title: VP & Asst. Secretary




                                           JOHN ALDEN LIFE INSURANCE COMPANY


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




                                           JEFFERSON-PILOT LIFE INSURANCE  
                                           COMPANY                


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


                                      S-1
<PAGE>
 
    IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be 
duly executed and delivered by it as of the day and year first above written.

                                          "COMPANY"

                                          NATIONAL GOLF OPERATING
                                          PARTNERSHIP, L.P.

                                          By:  National Golf Properties, Inc.


                                          By:
                                             ----------------------------------
                                                   Edward R. Sause,
                                                   Executive Vice President


                                          "PURCHASERS"

                                          AUSA LIFE INSURANCE COMPANY, INC.


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


                                          JOHN ALDEN LIFE INSURANCE COMPANY


                                          By:
                                             ----------------------------------
                                                   Name: Michael E. Halligan
                                                   Title: Vice President


                                          JEFFERSON-PILOT LIFE INSURANCE
                                          COMPANY                


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



                                      S-1
<PAGE>
 
        IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered by it as of the day and year first above written.

                                        "COMPANY"

                                        NATIONAL GOLF OPERATING
                                        PARTNERSHIP, L.P.

                                        By: National Golf Properties, Inc.

                                            
                                        By: /s/
                                           ---------------------------------
                                               Edward R. Sause,
                                               Executive Vice President



                                        "PURCHASERS"

                                        AUSA LIFE INSURANCE COMPANY, INC.


                                        BY:
                                           ---------------------------------
                                              Name:
                                              Title:

                                        
                                        JOHN ALDEN LIFE INSURANCE COMPANY


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

                                        JEFFERSON-PILOT LIFE INSURANCE 
                                        COMPANY


                                            
                                        By: /s/
                                           ---------------------------------
                                              Name:  Robert E. Whalen, II
                                              Title: Second Vice President

                                      S-1


<PAGE>
 
 
                                        LIFE INSURANCE COMPANY OF THE
                                        SOUTHWEST


                                            
                                        By: /s/
                                           ---------------------------------
                                               Name:  R. Scott Higgins
                                               Title: Vice President
                                                      National Life Investment
                                                      Management Company, Inc.


                                        THE MINNESOTA MUTUAL LIFE 
                                        INSURANCE COMPANY


                                        BY:
                                           ---------------------------------
                                              Name:  
                                              Title: 

                                        
                                        NATIONAL LIFE INSURANCE COMPANY

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

                                        
                                        OXFORD LIFE INSURANCE COMPANY


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


                                        PFL LIFE INSURANCE COMPANY


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

                                      S-2



<PAGE>
 
 
                                        LIFE INSURANCE COMPANY OF THE
                                        SOUTHWEST


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


                                        THE MINNESOTA MUTUAL LIFE 
                                        INSURANCE COMPANY


                                            
                                        BY: /s/
                                           ---------------------------------
                                              Name:  Lynne M. Mills
                                              Title: Second Vice President

                                        
                                        NATIONAL LIFE INSURANCE COMPANY

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

                                        
                                        OXFORD LIFE INSURANCE COMPANY


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


                                        PFL LIFE INSURANCE COMPANY


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

                                      S-2

<PAGE>
 
 
                                        LIFE INSURANCE COMPANY OF THE
                                        SOUTHWEST


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


                                        THE MINNESOTA MUTUAL LIFE 
                                        INSURANCE COMPANY


                                         BY:
                                           ---------------------------------
                                              Name:  
                                              Title: 
                                        
                                        NATIONAL LIFE INSURANCE COMPANY

                                            
                                        By: /s/
                                           ---------------------------------
                                              Name:  R. Scott Higgins
                                              Title: Vice President
                                                     National Life Investment
                                                     Management Company, Inc.

                                        
                                        OXFORD LIFE INSURANCE COMPANY


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


                                        PFL LIFE INSURANCE COMPANY


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

                                      S-2


<PAGE>
 
                                        LIFE INSURANCE COMPANY OF THE
                                        SOUTHWEST


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


                                        THE MINNESOTA MUTUAL LIFE 
                                        INSURANCE COMPANY


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

                                        NATIONAL LIFE INSURANCE COMPANY


                                        By:
                                           ---------------------------------

                                              Name:  John Alden 
                                              Title: Asset Management Company
                                                     as Investment Advisor for

                                        
                                        OXFORD LIFE INSURANCE COMPANY


                                           
                                        By: /s/
                                           ---------------------------------
                                              Name:  Michael E. Halligan
                                              Title: Vice President


                                        PFL LIFE INSURANCE COMPANY


                                        By:
                                           ---------------------------------

                                              Name:  
                                              Title: 

                                      S-2


<PAGE>
 
 
                                        LIFE INSURANCE COMPANY OF THE
                                        SOUTHWEST


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


                                        THE MINNESOTA MUTUAL LIFE 
                                        INSURANCE COMPANY


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

                                        
                                        NATIONAL LIFE INSURANCE COMPANY

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

                                        
                                        OXFORD LIFE INSURANCE COMPANY


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


                                        PFL LIFE INSURANCE COMPANY


                                            
                                        By: /s/
                                           ---------------------------------
                                              Name:  Gregory W. Theobald
                                              Title: VP & Asst. Secretary

                                      S-2




<PAGE>
 
                                        TEACHERS INSURANCE AND ANNNUITY
                                         ASSOCIATION OF AMERICA

                                        By:  /s/ Gregory W. MacGORDY
                                             -----------------------
                                               Name:  Gregory W. MacGORDY
                                               Title: Director-Private 
                                                      Placement

                                        THE TRAVELERS INSURANCE COMPANY

                                        By:  /s/ Name
                                             -----------------------           
                                               Name:  
                                               Title: 

                                      S-3





<PAGE>
 
 
                                        TEACHERS INSURANCE AND ANNNUITY
                                         ASSOCIATION OF AMERICA

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


                                        THE TRAVELERS INSURANCE COMPANY

                                            
                                        By: [SIGNATURE APPEARS HERE]
                                            -----------------------------
                                               Name:  Teresa M. Torrey
                                               Title: Second Vice President

                                      S-3






<PAGE>
 
                                   Acknowledged
                                   ------------

                                   BLACK LAKE/PENASQUITOS, 
                                   a California general partnership

                                   By:  PENASQUITOS LTD., a California
                                        limited partnership, General Partner

                                        By:  DAVID G. PRICE, Trustee of the
                                             Price Revocable Trust Amendment in
                                             Entirety dated February 9, 1987
                                             General Partner


                                            
                                             By:  /s/ David G. Price
                                                 -----------------------------
                                                      David G. Price


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