VOTING AGREEMENTVoting Agreement • October 8th, 2002 • Price Dallas P • Real estate investment trusts • Delaware
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”).
GS Capital Partners 2000, L.P. Whitehall Street Global Real Estate Limited Partnership, 2001 c/o Goldman Sachs & Co.Price Dallas P • October 8th, 2002 • Real estate investment trusts
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 Restr
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • October 8th, 2002 • Price Dallas P • Real estate investment trusts • Delaware
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.
JOINT FILING AGREEMENTJoint Filing Agreement • October 8th, 2002 • Price Dallas P • Real estate investment trusts
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.
