Exhibit (c)(7)
FAMILY GOLF CENTERS, INC.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
December 23, 1997
Xxxxxxx X. Xxxxxxxxxxxx
MetroGolf Incorporated
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxxxxx:
We refer to the Agreement and Plan of Merger (the "Merger Agreement"),
dated as of the date hereof, by and among Family Golf Centers, Inc. ("FGI"),
Family Golf Acquisition, Inc. and MetroGolf Incorporated ("MGI"). As an
inducement for MGI to enter into the Merger Agreement, FGI hereby agrees to use
commercially reasonable efforts following consummation of the Offer (as such
term is defined in the Merger Agreement) to obtain releases of all of your
written personal guarantees entered into prior to the date hereof ("Guarantees")
of any indebtedness of MGI or its subsidiaries (the "Guaranteed Debt") that is
set forth on Schedule 3.12 to the Merger Agreement, including without limitation
the following:
Illinois Center -- Loan Agreement dated as of January 31,
1996 between Textron Financial corporation
and Illinois Center Golf Partners, LP (item
a.i in Schedule 3.12);
Promissory Note dated January 31, 1996 for
$2,000,000 (a.ii)
Goose Creek -- Promissory Note dated June 1, 1992 (b.iv)
$4,200,000 Loan Agreement dated June 1,
1992 between Textron Financial
Corporation and Goose Creek Golf Partners
Limited Partnership (b.vii)
Equipment Lease (b.xi);
Fremont -- Megabank (c.i)
MetroGolf -- Colorado Business Bank (f.i)
Auto Lease (f.iv)
In addition, FGI hereby agrees to indemnify and hold you harmless from
and against any liability you may incur after consummation of the Offer that
arises out of or relates to the Guarantees as a result of a default under the
Guaranteed Debt by MGI and/or any of its subsidiaries.
Please indicate your agreement with the foregoing by signing a copy of
the letter in the space indicated below and returning it to FGI.
Very truly yours
FAMILY GOLF CENTERS, INC.
By: /s/ Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxx Xxxxx
Title:
Accepted and agreed to as of
the date first written above:
/s/ Xxxxxxx Xxxxxxxxxxxx
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Xxxxxxx X. Xxxxxxxxxxxx
