AMENDMENT NO. 4 dated as of July 19, 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. AMENDMENT. Paragraph 1(d) of Amendment No. 3 to Credit
Agreement, dated as of April 30, 1999, by and between the Company and Chase, as
Agent, is hereby amended by amending subsection "(iv)" thereof in its entirety
to provide as follows:
"(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 as follows: (I)
$10,000,000 of such Indebtedness shall be based upon an amortization
schedule of not less than ten (10) years and (II) $10,000,000 of such
Indebtedness shall be based upon an amortization schedule of not less
than fifteen (15) years,"
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 amendment herein contained is limited specifically to the matter
set forth above and does 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) subject to the succeeding
sentence, after giving effect to this Amendment, no Default or Event of Default
has occurred and is continuing. The Company has not yet received the financial
information necessary to calculate its compliance with the financial covenants
set forth in
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Section 7.13 of the Credit Agreement. Accordingly, no representation is
made as of the date hereof as to the Company's compliance with those financial
covenants as of June 30, 1999. The execution by the Agent on the date hereof of
this Amendment shall not constitute a waiver of any Default or Event of Default
that may have occurred with respect to such financial covenants and all rights
and remedies of the Agent and the Lenders with respect to any such Default or
Event of Default are expressly reserved.
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 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.
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 Xxxxx
------------------------
Name: Xxxxxxx Xxxxx
Title: President
THE CHASE MANHATTAN BANK,
as Agent
By: S/ Xxxxxx X. Xxxxx, Xx.
-------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
FF2/156576_1
2
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, CINCINNATI FAMILY GOLF
INC. 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 SAN XXXX FAMILY GOLF CENTERS,
CENTERS, INC. INC.
PEACHTREE FAMILY GOLF EASTON FAMILY GOLF CENTERS,
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.
BY: S/ XXXXXX X. XXXXXXX BY: S/ XXXXXX X. XXXXXXX
-------------------------- --------------------------
TITLE: VICE PRESIDENT OF EACH OF THE TITLE: VICE PRESIDENT OF EACH OF THE
FOREGOING CORPORATIONS FOREGOING CORPORATIONS
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FLEMINGTON FAMILY GOLF DENVER FAMILY GOLF CENTERS,
CENTERS, INC. INC.
YORKTOWN FAMILY GOLF FLANDERS FAMILY GOLF CENTERS,
CENTERS, INC. INC.
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, INC. CENTERS, INC.
MILWAUKEE FAMILY GOLF SPORTS PLUS PROPERTIES, INC.
CENTERS, 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 COMMACK FAMILY GOLF
CENTERS, INC. CENTERS, 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.
BY: S/ XXXXXX X. XXXXXXX BY: S/ XXXXXX X. XXXXXXX
---------------------------- ----------------------------
TITLE: VICE PRESIDENT OF EACH TITLE: VICE PRESIDENT OF EACH OF THE
OF THE FOREGOING CORPORATIONS FOREGOING CORPORATIONS
4
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 FAIRFIELD FAMILY GOLF CENTERS,
CENTERS, INC. INC.
INTERBAY FAMILY GOLF CENTERS, CONFIDENCE GOLF, INC.
INC.
KANSAS FAMILY GOLF CENTERS,
XXXXXX FAMILY GOLF CENTERS, INC.
INC.
ELK GROVE FAMILY GOLF
PALM FAMILY GOLF CENTERS, INC. CENTERS, INC.
SPORTS PLUS CINCINNATI, INC.
CERRITOS FAMILY GOLF CENTERS,
INC. WICHITA FAMILY GOLF CENTERS,
INC.
PHILADELPHIA FAMILY GOLF
CENTERS, INC.
STUART FAMILY GOLF CENTERS,
ENCINO/BALBOA FAMILY GOLF INC.
CENTERS, INC.
XXXXXXXX FAMILY GOLF SPORTS PLUS RALEIGH, INC.
CENTERS, 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.
BY: S/ XXXXXX X. XXXXXXX BY: S/ XXXXXX X. XXXXXXX
---------------------------- -------------------------
TITLE: VICE PRESIDENT OF EACH OF THE TITLE: VICE PRESIDENT OF EACH OF THE
FOREGOING CORPORATIONS FOREGOING CORPORATIONS
METROGOLF MANAGEMENT, INC. FAMILY GOLF ACQUISITION, INC.
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CARLSBAD FAMILY GOLF CENTERS, FAMILY GOLF VENDING,INC.
INC.
EVERGREEN FAMILY GOLF OVERLAND FAMILY GOLF
CENTERS, INC. CENTERS, 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.
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 (U.S.) GOLF PARK, INC.
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 PORTLAND FAMILY GOLF
CENTERS, INC. CENTERS, INC.
BY: S/ XXXXXX X. XXXXXXX BY: S/ XXXXXX X. XXXXXXX
--------------------------- -------------------------
TITLE: VICE PRESIDENT OF EACH OF THE TITLE: VICE PRESIDENT OF EACH OF THE
FOREGOING CORPORATIONS FOREGOING CORPORATIONS
KANSAS CITY FAMILY GOLF BLUE EAGLE OF KANSAS, INC.
CENTERS, INC.
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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
SERVICES CORPORATION OF NEW WEST, LLC
JERSEY, INC.
SKATENATION OF RICHMOND SKATENATION OF PRINCE
SOUTH, LLC XXXXXXX, 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/ XXXXXX X. XXXXXXX BY: S/ XXXXXX X. XXXXXXX
------------------------ -----------------------
TITLE: VICE PRESIDENT OF EACH OF THE TITLE: VICE PRESIDENT OF EACH OF THE
FOREGOING CORPORATIONS FOREGOING CORPORATIONS
FF2/156576_2
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