Director Designation Agreement

EXHIBIT 10.8


Amended and Restated Director Designation Agreement


AMENDED AND RESTATED DIRECTOR DESIGNATION AGREEMENT


This AMENDED AND RESTATED DIRECTOR DESIGNATION AGREEMENT (the "Agreement"), dated as of March 29, 1999, is entered into by and among National Golf Properties, Inc., a Delaware corporation (the "REIT"), National Golf Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), and David G. Price.


RECITALS
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WHEREAS, David G. Price and his Affiliates (as defined below) previously owned 47 golf courses that were transferred to the REIT and the Operating Partnership in connection with the initial public offering of shares of the REIT's common stock (the "Common Stock") in August 1993;


WHEREAS, David G. Price and his Affiliates received shares of the REIT's common stock and units of common limited partnership interest in the Operating Partnership in exchange for such golf courses;


WHEREAS, the bylaws of the REIT (the "Bylaws") provide that a majority of the REIT's board of directors (the "Board of Directors") must be Independent Directors (as defined in the Bylaws);


WHEREAS, on August 18, 1993, the REIT, the Operating Partnership and David G. Price entered into that certain Director Designation Agreement (the "Director Designation Agreement") pursuant to which David G. Price and his Affiliates were given the right to designate, for nomination and the filling of vacancies on the Board of Directors, directors who are not Independent Directors in accordance with the terms of the Director Designation Agreement;


WHEREAS, concurrently with and as a condition to entering into the Director Designation Agreement, David G. Price also entered into that certain agreement with the Company, the Operating Partnership and American Golf Corporation pursuant to which he and certain affiliates became prohibited from acquiring interests in golf courses in accordance with the terms set forth in such agreement;


WHEREAS, in entering into the Director Designation Agreement, the REIT and David G. Price intended that David G. Price and his Affiliates would have the continuing right to designate one less than a majority of the Board of Directors;


WHEREAS, on February 26, 1998 and April 17, 1998, the Board of Directors classified 1,200,000 and 300,000 shares of the REIT's preferred stock, respectively, as 8% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock") and designated that the holders of such Series A Preferred Stock would have the right, upon the REIT's failure to make full distributions on any Series A Preferred Stock with respect to any six quarterly periods,


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to elect two additional directors to serve on the Board of Directors until such time as all distributions in arrears have been paid;


WHEREAS, on March 4, 1998, the REIT, acting in its capacity as general partner of the Operating Partnership and with the consent of its limited partners, amended and restated the Agreement of Limited Partnership of the Operating Partnership (as amended, the "Partnership Agreement") to permit the issuance of units of preferred limited partnership interest in the Operating Partnership; and


WHEREAS, the REIT, the Operating Partnership and David G. Price now desire to enter into this Agreement in order to preserve the intent of the parties hereto in entering into the Director Designation Agreement and enable David G. Price to continue to be able to designate one less than a majority in the event that the holders of Series A Preferred Stock were to elect two additional directors under the circumstances described above.


NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


AGREEMENT
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Article I.


DEFINED TERMS


In addition to the definitions set forth above, the following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement. All other capitalized terms used herein without definition shall have the meaning ascribed to them in the Partnership Agreement:


"Affiliate" means the Immediate Family of David G. Price.
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"Agreement" means th ...