AMENDMENT NO. 3 dated as of April 30, 1999 (this "Amendment") to the
Credit Agreement dated as of December 2, 1998, as amended (the "Credit
Agreement") by and among FAMILY GOLF CENTERS, INC., a New York
corporation (the "Company"), THE CHASE MANHATTAN BANK, a New York
banking corporation ("Chase"), as Agent and as a Lender, and the
Lenders Party Thereto.
WHEREAS, the Company has requested and the Agent and the Lenders have
agreed, subject to the terms and conditions of this Amendment, to amend certain
provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. AMENDMENTS.
(a) Notwithstanding anything to the contrary in the Credit Agreement,
the Company agrees it shall not, during the period from the date hereof through
December 31, 1999, purchase or acquire all or a substantial part of the assets
of, or purchase or hold beneficially, any stock or securities of any other
Person, including, without limitation, in the context of a Permitted Acquisition
other than those pending acquisitions described on Exhibit A attached hereto,
provided that such pending acquisitions constitute Permitted Acquisitions.
(b) Notwithstanding anything to the contrary in the Credit Agreement,
from the date hereof through December 31, 1999, the "LIBO Margin" shall be 3.00%
in all circumstances. In addition, from the date hereof through December 31,
1999, the margin payable with respect to Alternate Base Rate Loans pursuant to
Section 3.01 of the Credit Agreement shall be increased by 25 basis points.
(c) Notwithstanding anything to the contrary in the Credit Agreement,
from the date hereof until December 31, 1999, the Company and its Subsidiaries
shall not incur any Indebtedness described in Section 7.02(h) of the Credit
Agreement.
(d) Notwithstanding anything to the contrary in the Credit Agreement,
from the date hereof until December 31, 1999, the Company and its Subsidiaries
shall not incur any additional Indebtedness described in Section 7.02(i) of the
Credit Agreement except that, during such period, the Company agrees that it
shall, no later than December 31, 1999, and the Lenders hereby permits the
Company to, enter into a financing arrangement with Chinatrust U.S.A. or other
financial institution acceptable to
1
the Required Lenders (the "Mortgagee") pursuant to which the Company will incur
up to $20,000,000 in Indebtedness to the Mortgagee secured by a Mortgage Lien on
real property of the Company, provided, that (i) (A) any existing Indebtedness
of the Company in favor of ORIX USA Corporation ("ORIX"), with respect to the
facilities described on Exhibit B hereto, shall have been satisfied prior to
such time or shall be satisfied with the proceeds of such Indebtedness and (B)
all Liens (including without limitation, any Mortgage Liens) with respect to the
facilities described on Exhibit B hereto are released simultaneously with
payment to ORIX, (ii) such Mortgage Liens of the Mortgagee extend only to the
real property, improvements and fixtures, but not to any personal property,
located at the Company's facilities at Englewood, Colorado, Kent, Washington,
Yorktown Heights, New York and Duluth, Georgia, or any other property mutually
agreed upon by the Company and the Required Lenders, (iii) the Company shall
deliver to the Agent copies of any such mortgages, deeds of trust and all
agreements and instruments executed in connection therewith, promptly after
execution thereof, (iv) (a) the final date of maturity of such Indebtedness
shall not be less than five (5) years from the date of funding thereof and (b)
the principal repayment of such Indebtedness shall be based upon an amortization
schedule of not less than fifteen (15) years, and (v) such Indebtedness
otherwise complies with the terms and conditions set forth in Section 7.02(i)
and all other applicable provisions of the Credit Agreement.
(e) Section 7.13(a) of the Credit Agreement is hereby amended by
deleting the reference to "$230,000,000" in the second line thereof, and
replacing it with the reference "$225,000,000" in its place and stead.
(f) Section 7.13(c) of the Credit Agreement is hereby amended by
deleting the table therefrom and by substituting the following in its place:
PERIOD RATIO
------ -----
Closing Date through December 31, 1998 5.90:1:00
January 1, 1999 through June 29, 1999 6.25:1.00
June 30, 1999 through September 29, 1999 5.50:1.00
September 30, 1999 through December 30, 2000 5.00:1.00
December 31, 2000 and thereafter 4.50:1.00
(g) Section 7.13(e) of the Credit Agreement is hereby amended by
deleting the table therefrom and by substituting the following in its place:
2
PERIOD RATIO
------ -----
Closing Date through December 31, 1998 3.00:1.00
January 1, 1999 through June 29, 1999 3.75:1.00
June 30, 1999 through December 30, 1999 3.25:1.00
December 31, 1999 through December 30, 2000 3.00:1.00
December 31, 2000 and thereafter 2.50:1.00
(h) Section 7.13(f) of the Credit Agreement is hereby amended and
restated to provide in its entirety as follows: "Permit the Company or any of
its Subsidiaries to make any Capital Expenditures during the period commencing
April 1, 1999 and ending December 31, 1999 other than those Capital Expenditures
in the total amount set forth in the capital expenditure budget attached hereto
as Exhibit C, with respect to the projects described therein. From and after
January 1, 2000, the aggregate amount of Consolidated Capital Expenditures of
the Company and its Subsidiaries financed with indebtedness for borrowed money
(excluding indebtedness for borrowed money evidenced by a Loan) shall not exceed
$50,000,000 during any fiscal year of the Company.
(i) Section 7.13 of the Credit Agreement is hereby further amended by
inserting the following new subsections (g) and (h) at the end thereof.
"(g) Minimum Consolidated EBITDA. Permit
Consolidated EBITDA to be less than the
amounts set forth below for the periods set
forth below:
PERIOD AMOUNT
------ ------
Fiscal quarter ended 3/31/99 $ 7,250,000
Fiscal quarter ended 6/30/99 $21,000,000
Fiscal quarter ended 9/30/99 $20,700,000
For purposes of this subclause (g) only, (1) Consolidated
EBITDA shall be calculated without giving effect to the last
sentence of the definition of the term "Consolidated EBITDA"
and (2) "Consolidated Interest Expense" shall mean the
consolidated gross interest expense of the Company and its
Subsidiaries determined in accordance with Generally Accepted
Accounting Principles applied on a consistent basis for the
relevant quarterly period."
(h) Minimum Liquidity. Maintain at all times
during the period ending December 31, 1999
minimum Liquidity of $5,000,000. For purposes
hereof "Liquidity" shall mean the sum of (i)
3
the aggregate amount of cash and Eligible
Investments of the Company and its
Subsidiaries and (ii) the unused portion of
the Commitments."
(j) Section 10.04 of the Credit Agreement is hereby amended by (a)
deleting the reference to "(j)" on the sixth to last line thereof and replacing
it with the letter "(k)" in its place and stead and (b) adding a new subsection
"(k)" immediately following subsection "(j)" and immediately before the
provision "in each case" as follows:
"(k) increase the Total Commitment,"
2. MISCELLANEOUS.
-------------
Capitalized terms used herein and not otherwise defined herein shall
have the same meanings as defined in the Credit Agreement.
Except as expressly amended hereby, the Credit Agreement shall remain
in full force and effect in accordance with the original terms thereof.
The amendments herein contained are limited specifically to the matters
set forth above and do not constitute directly or by implication an amendment or
waiver of any other provision of Credit Agreement or any default which may occur
or may have occurred under the Credit Agreement.
The Company hereby represents and warrants that (a) after giving effect
to this Amendment, the representations and warranties by the Company and each of
its Subsidiaries pursuant to the Credit Agreement and the Loan Documents to
which each is a party are true and correct in all material respects as of the
date hereof with the same effect as those such representations and warranties
have been made on and as of such date, unless such representation is as of a
specific date, in which case, as of such date, (b) after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.
Please be advised that should there be a need for further amendments or
waivers with respect to these covenants or any other covenants, those requests
shall be evaluated by the Lenders when formally requested, in writing, by the
Company, and the Lenders may deny any such requests for any reason in their sole
discretion.
This Amendment may be executed in one or more counterparts, each of
which shall constitute an original, but all of which when taken together shall
constitute but one Amendment. This Amendment shall become effective when duly
executed counterparts hereof
4
which, when taken together, bear the signatures of each of the parties hereto
shall have been delivered to the Agent.
This Amendment shall constitute a Loan Document.
This Amendment shall not become effective until the Company shall have
paid to the Agent for the ratable benefit of the Lenders an amendment fee of
$125,000.
IN WITNESS WHEREOF, the Company and the Agent, as authorized on behalf
of the Required Lenders, have caused this Amendment to be duly executed by their
duly authorized officers, all as of the day and year first above written.
FAMILY GOLF CENTERS, INC.
By: S/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK,
as Agent
By: S/ Xxxxxx X. Xxxxx, Xx.
---------------------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
5
CONSENT
Each of the undersigned, not parties to the Credit Agreement but each a
Guarantor under a Guaranty dated as of December 2, 1998, hereby acknowledges the
terms of the Amendment contained herein and confirms that its Guaranty is in
full force and effect.
ORIENT ASSOCIATES TPT SEGUNDO, INC.
INTERNATIONAL, INC.
SKYDRIVE ALLEY POND COMPANY, GLOBAL GOLF/GAVILAN
INC
SKYDRIVE GREENBURGH CO., INC. INDIAN RIVER FAMILY GOLF
CENTERS, INC.
SKYCON CONSTRUCTION CO., INC. TUSCON FAMILY GOLF CENTERS,
INC.
SKYDRIVE WILLOWBROOK, NJ, INC. CINCINNATI FAMILY GOLF
CENTERS, INC.
SKYDRIVE CO., INC. ST. LOUIS FAMILY GOLF CENTERS,
INC.
PELHAM FAMILY GOLF CENTERS, WEST PALM BEACH FAMILY GOLF
INC. CENTERS, INC.
RICHMOND FAMILY GOLF CENTERS, SAN XXXX FAMILY GOLF CENTERS,
INC. INC.
PEACHTREE FAMILY GOLF CENTERS, EASTON FAMILY GOLF CENTERS,
INC. INC.
ALPHARETTA FAMILY GOLF XXXXXXX'X ISLAND FAMILY GOLF
CENTERS, INC. CENTERS, INC.
VALLEY VIEW FAMILY GOLF PRIVATIZATION PLUS, INC.
CENTERS, INC.
MESA FAMILY GOLF CENTERS, INC. WESTMINSTER FAMILY GOLF
CENTERS, INC.
VIRGINIA BEACH FAMILY GOLF CAROLINA SPRINGS FAMILY GOLF
CENTERS, INC. CENTERS, INC.
FLEMINGTON FAMILY GOLF DENVER FAMILY GOLF CENTERS,
CENTERS, INC. INC.
YORKTOWN FAMILY GOLF CENTERS, FLANDERS FAMILY GOLF CENTERS,
INC. INC.
By: S/ Xxxxxxx X. Xxxxxxxx By: S/ Xxxxxxx X. Xxxxxxxx
------------------------------ ----------------------------
Title: Vice President of each Title: Vice President of each
of the foregoing corporations of the foregoing corporations
6
THE PRACTICE TEE, INC. MARGATE FAMILY GOLF CENTERS,
INC.
THE SEVEN IRON, INC. BROOKLYN FAMILY GOLF CENTERS,
INC.
C.B. FAMILY GOLF CENTERS, INC. LAKE GROVE FAMILY GOLF
CENTERS, INC.
DARLINGTON FAMILY GOLF GOLDEN SPIKES, INC.
CENTERS, INC.
MAINEVILLE FAMILY GOLF WHITEHALL FAMILY GOLF CENTERS,
CENTERS, INC. INC.
MILWAUKEE FAMILY GOLF CENTERS, SPORTS PLUS PROPERTIES, INC.
INC.
OLNEY FAMILY GOLF CENTERS, SPORTS PLUS PROPERTIES, LLC
INC.
PALM DESERT FAMILY GOLF GENPROP, LLC
CENTERS, INC.
BROWARD FAMILY GOLF CENTERS, ICEWORKS OF AMERICA, INC.
INC.
ENGLEWOOD FAMILY GOLF CENTERS, COMMACK FAMILY GOLF CENTERS,
INC. INC.
RALEIGH FAMILY GOLF CENTERS, GREENVILLE FAMILY GOLF
INC. CENTERS, INC.
TEMPE FAMILY GOLF CENTERS, THE GOLF ACADEMY OF HILTON
INC. HEAD ISLAND, INC.
GREEN OAK GOLF PRACTICE CHICAGO FAMILY GOLF CENTERS,
CENTER, INC. INC.
BRONX FAMILY GOLF CENTERS, FEDERAL WAY FAMILY GOLF
INC. CENTERS,INC.
MILPITAS FAMILY GOLF CENTERS, COUNTY LINE FAMILY GOLF
INC. CENTERS, INC.
SAN BRUNO FAMILY GOLF CENTERS, FAIRFIELD FAMILY GOLF CENTERS,
INC. INC.
INTERBAY FAMILY GOLF CENTERS, CONFIDENCE GOLF, INC.
INC.
By: S/ Xxxxxxx X. Xxxxxxxx By: S/ Xxxxxxx X. Xxxxxxxx
---------------------------- ---------------------------
Title: Vice President of each Title: Vice President of each
of the foregoing corporations of the foregoing corporations
7
XXXXXX FAMILY GOLF CENTERS, KANSAS FAMILY GOLF CENTERS,
INC. INC.
PALM FAMILY GOLF CENTERS, INC. ELK GROVE FAMILY GOLF CENTERS,
INC.
CERRITOS FAMILY GOLF CENTERS, SPORTS PLUS CINCINNATI, INC.
INC.
WICHITA FAMILY GOLF CENTERS,
PHILADELPHIA FAMILY GOLF INC.
CENTERS, INC.
ENCINO/BALBOA FAMILY GOLF STUART FAMILY GOLF CENTERS,
CENTERS, INC. INC.
XXXXXXXX FAMILY GOLF CENTERS, SPORTS PLUS RALEIGH, INC.
INC.
XXXXXXX FAMILY GOLF CENTERS, SPORTS PLUS WOODBRIDGE, INC.
INC.
SPORTS PLUS NEW XXXXXXXX, INC. METROGOLF INCORPORATED
METROGOLF SAN DIEGO METROGOLF VIRGINIA, INC.
INCORPORATED
METROGOLF ILLINOIS CENTER, METROGOLF NEW YORK, INC.
INC.
METROGOLF MANAGEMENT, INC. FAMILY GOLF ACQUISITION, INC.
CARLSBAD FAMILY GOLF CENTERS, FAMILY GOLF VENDING,INC.
INC.
EVERGREEN FAMILY GOLF CENTERS, OVERLAND FAMILY GOLF CENTERS,
INC. INC.
OVERLAND PARK, LLC GREEN VALLEY FAMILY GOLF
CENTERS, INC.
GREEN VALLEY RANCH GOLF PARDOC VENDING CORP.
COURSE, LLC
EAGLE QUEST GOLF CENTERS EAGLE QUEST GOLF CENTERS
(TEXAS) INC. (TEXAS II) INC.
PRECISION COURSES, INC. EAGLE QUEST GOLF CENTERS
(CALIFORNIA) INC.
By: S/ Xxxxxxx X. Xxxxxxxx By: S/ Xxxxxxx X. Xxxxxxxx
---------------------------- ---------------------------
Title: Vice President of each Title: Vice President of each
of the foregoing corporations of the foregoing corporations
8
IMG PROPERTIES, INC. EAGLE QUEST GOLF CENTERS
(H.P.) INC.
EAGLE QUEST GOLF CENTERS EAGLE QUEST GOLF CENTERS
ENTERTAINMENT INC. (WASHINGTON) INC.
EAGLE QUEST GOLF CENTERS GOLF PARK, INC.
(U.S.) INC.
XXXXXX GOLF CENTER, LP GOOSE CREEK GOLF PARTNERS
LIMITED PARTNERSHIP
ILLINOIS CENTER GOLF PARTNERS, VINTAGE NEW YORK GOLF, LLC
L.P.
GBGC FAMILY GOLF CENTERS, INC. SACRAMENTO FAMILY GOLF
CENTERS, INC.
XXXXXXXX FAMILY GOLF CENTERS, PORTLAND FAMILY GOLF CENTERS,
INC. INC.
KANSAS CITY FAMILY GOLF BLUE EAGLE OF KANSAS, INC.
CENTERS, INC.
BLUE EAGLE OF FLORIDA, INC. BLUE EAGLE (OP) INC.
PINNACLE ENTERTAINMENT, INC. SKATENATION, INC.
RECREATIONAL MANAGEMENT RECREATIONAL MANAGEMENT
SERVICES CORPORATION CORPORATION
RECREATIONAL MANAGEMENT SKATENATION OF RICHMOND WEST,
SERVICES CORPORATION OF NEW LLC
JERSEY, INC.
SKATENATION OF RICHMOND SOUTH, SKATENATION OF PRINCE XXXXXXX,
LLC LLC
SKATENATION OF RESTON, LLC SKATENATION OF PINEY ORCHARD,
LLC
INTERNATIONAL SKATING CENTER 82ND AVENUE GOLF RANGE, INC.
OF CONNECTICUT, LLC
RMSC OF CALIFORNIA, INC.
By: S/ Xxxxxxx X. Xxxxxxxx By: S/ Xxxxxxx X. Xxxxxxxx
---------------------------- ------------------------------
Title: Vice President of each Title: Vice President of each
of the foregoing corporations of the foregoing corporations
9
EXHIBIT A
---------
PERMITTED PENDING ACQUISITIONS
10
EXHIBIT B
---------
ORIX MORTGAGE LIENS TO BE RELEASED
Location of Facility:
Greenville, South Carolina
Fountain Inn, South Carolina
Alpharetta, Georgia
Yorktown Heights, New York
Flanders, New Jersey
11
EXHIBIT C
---------
CAPITAL EXPENDITURE BUDGET
12
