REGISTRATION RIGHTS AGREEMENT dated as of October 15, 1999, between Family
Golf Centers, Inc. a Delaware corporation (the "Company"), and the parties
identified on the signature pages hereto, (collectively, together with their
respective successors and assigns, the "Holders").
WHEREAS, the parties hereto are parties to an Amended and Restated Credit,
Security, Guaranty and Pledge Agreement dated as of December 2, 1998 as Amended
and Restated as of October 15, 1999 (the "Credit Agreement") by and among the
Company, the guarantors named therein, the lenders named therein and the Agent.
WHEREAS, pursuant to the Credit Agreement the Company is issuing warrants
(the "Warrants") to purchase an aggregate of 2,893,142 shares of the Company's
Common Stock.
NOW THEREFORE, the parties hereto agree as follows:
ARTICLE I
Definitions
Capitalized terms used herein and not otherwise defined herein shall have
the meanings set forth in the Warrants.
"Commission" shall mean the Securities and Exchange Commission or any
agency succeeding to its functions.
"Conversion Shares"shall mean shares of the Company's Common Stock at the
time issued upon the exercise of Warrants and issuable upon exercise of the
Warrants, provided however, that there shall be excluded (1) shares which are at
the time registered under an effective registration statement, (2) shares
theretofore issued upon exercise of the Warrants but not held at the time by any
Holder, and (3) shares which are not then issuable upon exercise of the Warrants
pursuant to the terms thereof.
The rules set forth in Section 1.02 of the Credit Agreement
shall apply hereto.
ARTICLE II
Registration Rights
2.1. Demand Registration.
(a) Upon the written request from time to time of the Holders of not less
than a majority in interest of Conversion Shares, the Company will use its best
efforts to effect expeditiously the registration under the Securities Act of all
Conversion Shares requested to be registered, except that the Company shall not
be obligated to effect more than three registrations pursuant to this Section
2.1 (not counting either any underwritten public offering of Conversion
Shares wherein the Holders are unable to sell at least 75% of the Conversion
Shares requested to be registered or any withdrawn or unfiled registration
pursuant to the following exception).
(b) A request pursuant to this Section 2.1 shall state the number of
Conversion Shares requested to be registered and the intended method of
disposition thereof. If at the time of receipt of any request for registration
pursuant to this Section 2.1 there shall be any public sale of Common Stock
contemplated or in progress by the Company or, to the knowledge of the Company,
by any other Person, then, upon receipt of such request, the Company agrees to
notify the holders of the Warrants and Conversion Shares participating in such
request of such public offering, advising such holders that they may elect to
withdraw such request and participate in such public offering pursuant to
Section 2.2. Promptly upon receipt of any request pursuant to this Section 2.1,
the Company will send a notice to all holders of the Warrants and Conversion
Shares not participating in such request of the proposed registration, together
with a copy of the request and, if the provisions of the preceding sentence
shall be applicable to such request, notice of such public offering. Such other
holders may elect to participate in the registration by notice to the Company
given within 30 days following the date of the Company's notice of request for
registration.
(c) For purposes of determining whether a majority in interest of holders
of the outstanding Warrants and Conversion Shares have joined in a request
pursuant to this Section 2.1, each holder shall be entitled to one vote for each
Conversion Share of such holder with respect to which rights hereunder shall not
have theretofore terminated pursuant to Section 2.6.
(d) Any underwriter chosen by the holders of the Warrants and Conversion
Shares to underwrite a public offering referred to in this Section 2.1 shall be
reasonably acceptable to the Company.
2.2. Incidental Registration. If at any time the Company proposes to
register any securities under the Securities Act for sale to public, the Company
shall, not less than 30 nor more than 90 days prior to the proposed date of
filing a registration statement under the Securities Act, give written notice to
all holders of the Warrants and Conversion Shares of its intention to do so.
Upon written request of any holder of the Warrants or Conversion Shares given
within 20 days after transmittal by the Company of such notice, the Company will
use its best efforts to cause Conversion Shares requested to be registered to be
so registered under the Securities Act, except that (i) if such registration
involves an underwritten offering, all holders of Conversion Shares requesting
to be included in the Company's registration must sell their Conversion Shares
to the underwriters selected by the Company on the same terms and conditions as
apply to the Company and (ii) if, at any time after giving written notice of its
intention to register any securities pursuant to this Section 2.2 and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to register such
securities, the Company shall give written notice to all holders of Conversion
Shares and thereupon shall be relieved of its obligation to register any
Conversion Shares in connection with such registration (without prejudice,
however, to rights of holders under Section 2.1). A request pursuant to this
Section 2.2 shall state the number of Conversion
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Shares requested to be registered and the intended method of disposition
thereof. The rights granted in this Section 2.2 shall apply in each case where
the Company proposes to register securities regardless of whether such rights
may have been exercised previously.
2.3. Registration Procedures. If and whenever the Company is required by
the provisions of this Article II to use its best efforts to effect the
registration of any securities under the Securities Act, the Company will as
expeditiously as reasonably practicable:
(a) prepare and file with the Commission a registration statement with
respect to such securities and use its best efforts to cause such registration
statement to become and remain effective for the period provided in this Section
2.3;
(b) prepare and file with the Commission such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act with respect to the sale or other
disposition of all securities covered by such registration statement whenever
the seller or sellers of such securities shall desire to sell or otherwise
dispose of the same.
(c)furnish to each seller and to each duly authorized underwriter, if any,
of each seller such number of authorized copies of a prospectus, including
copies of a preliminary prospectus and any amendments or supplements to any
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as such seller or underwriter may reasonably request in order to
facilitate the public sale or other disposition of the securities owned by such
seller and underwriter, if any;
(d) use every reasonable effort to register or qualify the securities
covered by such registration statement under such securities or blue sky laws of
such jurisdictions as any seller shall request, and do any and all other acts
and things which may be necessary or appropriate under such securities or blue
sky laws to enable such seller to consummate the public sale or other
disposition in such jurisdictions of the securities to be sold by such seller or
underwriter, if any, except that the Company shall not for any such purpose be
required to qualify to do business generally as a foreign corporation in any
jurisdiction wherein it is not qualified, or subject itself to significant
taxation, or consent to general service of process, in any jurisdiction where it
is not otherwise subject to such service;
(e) before filing the registration statement or prospectus or amendments or
supplements thereto, furnish to one counsel selected by the holders of a
majority of Conversion Shares included in such registration statement copies of
all such documents proposed to be filed, all of which shall be subject to the
reasonable approval of such counsel;
(f) furnish to each holder requesting registration of Conversion Shares on
the date that such Conversion Shares are delivered to the underwriters for sale
pursuant to such registration or, if such Conversion Shares are not being sold
through underwriters, on the date
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that the registration statement with respect to such Conversion Shares becomes
effective, (1) an opinion, dated such date, of independent counsel of national
reputation representing the Company for the purposes of such registration,
addressed to the underwriters, if any, and if such Conversion Shares are not
being sold through underwriters, then to the holders making such request,
stating that the registration statement has become effective under the
Securities Act and that (i) to the best knowledge of such counsel, no stop order
suspending the effectiveness thereof has been issued and no proceedings for that
purpose have been instituted or are pending or contemplated under the Securities
Act, (ii) the registration statement, the related prospectus and each amendment
or supplement thereto comply as to the form in all material respects with the
requirements of the Securities Act and the applicable rules and regulations of
the Commission thereunder (except that such counsel need express no opinion as
to financial statements, schedules or other statistical data contained therein),
(iii) the descriptions in the registration statement or the prospectus, or any
amendment or supplement thereto, of all legal matters and contracts and other
legal documents or instruments are accurate and fairly present the information
required to be shown and (iv) such counsel does not know of any legal or
governmental proceedings, pending or contemplated, required to be described in
the registration statement or prospectus, or any amendment or supplement
thereto, which are not described as required, nor of any contracts or documents
or instruments of a character required to be described in the registration
statement or prospectus, or any amendment or supplement thereto, or to be filed
as exhibits to the registration statement which are not described and filed or
incorporated by reference as required, (2) a confirmation from such counsel that
such counsel does not know or have reason to know that either the registration
statement or prospectus, or any amendment or supplement thereto (other than
financial material as to which such counsel need make no statement), contains
any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances in which made, not misleading, and (3) a letter dated
such date from the independent certified public accountants of the Company,
addressed to the underwriters, if any, and if such Conversion Shares are not
being sold through underwriters, then to the holder making such request, stating
that they are independent certified public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the financial
statements and other financial data of the Company included in the registration
statement or the prospectus, or any amendment or supplement thereto, comply as
to form in all material respects with the applicable accounting requirements of
the Securities Act. Such opinion of counsel shall additionally cover such other
legal matters with respect to the registration in respect of which such opinion
is being given as such majority in interest may reasonably request. Such letter
from the independent certified public accountants shall additionally cover such
other financial matters (including information as to the period ending not more
than 5 Business Days prior to the date of such letter) with respect to the
registration in respect of which such letter is being given as such majority in
interest may reasonably request; and
(g) cause the Conversion Shares to be listed on each securities exchange or
included in each market quotation system on which the shares of the Company's
capital stock (of the same class as the Conversion Shares) are then listed or
included;
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provided, however, that, notwithstanding any other provision of this Article II,
the Company shall not be required to maintain the effectiveness of any such
registration statement for a period in excess of 90 days (or, at the request of
any holder of Conversion Shares included in such registration statement, an
additional 90 days).
2.4. Expenses. All expenses incurred in effecting the registrations
provided for in this Article II, including all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company, expenses
of any audits incident to or required by any such registration and expenses of
complying with the securities or blue sky laws of any jurisdictions to the
extent permitted by applicable law pursuant to Section 2.3(d), shall be paid by
the Company, and, in the case of any registration pursuant to Section 2.2, the
Company shall pay the reasonable fees and disbursements of one counsel for the
holders of Conversion Shares for performance of the normal customary functions
of counsel for selling shareholders in such registration. Notwithstanding the
foregoing, the costs of any amendment to a registration statement occasioned
solely by the failure of any holder to effect the disposition of Conversion
Shares requested by such holder to be registered hereunder shall be for the
account of such holder.
2.5. Marketing Restrictions.
(a) If (i) any holder of the Warrants or Conversion Shares wishes to
register any Conversion Shares in a registration made pursuant to Section 2.1 or
Section 2.2, (ii) the offering proposed to be made by such holder or holders is
to be an underwritten public offering, (iii) the Company or one or more holders
of securities other than the Warrants or Conversion Shares, to whom the Company
has granted registration rights, wish to register securities in such
registration and (iv) the managing underwriters of such public offering furnish
a written opinion that the total amount of securities to be included in such
offering would exceed the maximum amount of securities (as specified in such
opinion) which can be marketed at a price not materially less than the then
current market value of such securities and without materially and adversely
affecting such offering (an "Adverse Opinion"), then the rights of holders of
the Warrants and Conversion Shares, the Company and holders of other securities
with registration rights to participate in such offering shall be in the
following order of priority:
First: The holders of the Warrants and Conversion Shares requesting
registration of Conversion Shares, and holders of Common Stock other than
the Company requesting registration of Common Stock, shall be entitled to
participate in accordance with the number of Conversion Shares, or Common
Stock, as the case may be, held by each such holder, such participation to
be pro rata in accordance with the number of Conversion Shares, or Common
Stock, as the case may be, held by each such holder if, pursuant to clause
(iv) above, the total amount of securities to be included in the offering
will be less than the number of shares of Common Stock that all of such
holders shall request be registered, but with further pro rata allocations
in the event any such holder has
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requested registration of less shares of Common Stock than such holder is
entitled to have registered; and
Second: The Company shall be entitled to participate to the extent of
any remaining availability:
(b) If (i) any holder of the Warrants or Conversion Shares requests
registration of Conversion Shares under Section 2.2, (ii) the offering proposed
to be made is to be an underwritten public offering and (iii) the managing
underwriters of such public offering furnish an Adverse Opinion or, in the case
of an initial public offering, an opinion that the ratio or proportion of shares
held by holders of the Warrants or Conversion Shares to shares held by the
Company intended to be included in such offering would exceed the ratio of such
shares (as specified in such opinion) which would enable the shares to be
marketed at a price not materially less than the then current market value of
such securities and without materially and adversely affecting such offering,
then the rights of holders of the Warrants and Conversion Shares, the Company
and holders of other securities with registration rights to participate in such
offering shall be in the following order of priority:
First: The Company shall be entitled to participate in accordance with
30% of the number or amount of securities the Company proposes to register;
Second: The holders of the Warrants, Conversion Shares and other
securities having the right to include such securities in such registration
shall be entitled to participate proportionately and in accordance with the
bona fide intentions of each such holder relating to the number or amount
of securities intended or requested to be included in such offering; and
Third: The Company shall be entitled to participate to the extent of
any remaining availability.
(c) No securities (issued or unissued) other than those registered and
included in an underwritten public offering referred to in Section 2.5(a) or
2.5(b) and those issuable upon exercise of already outstanding warrants shall be
offered for sale or other disposition in a transaction which would require
registration under the Securities Act (including any additional offering which
is to be registered pursuant to Section 2.1) until the expiration of 180 days,
or such shorter period as may be mutually acceptable to the Company and to the
holders of Conversion Shares participating in such offering, after the effective
date of any registration statement in which Conversion Shares were included. If
any registration of Conversion Shares shall be effected in connection with an
underwritten public offering, each holder of Conversion Shares agrees not to
effect any sale or distribution, including any private placement or any sale
pursuant to Rule 144, or any similar or successor Rule, of any Conversion
Shares, and not to effect any such sale or distribution of any other equity
security of the Company or of any security convertible into or exchangeable or
exercisable for any equity security of the Company (in each case other than as
part of such underwritten public offering) during the 7 days prior to, and
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during the 120 day period which begins on, the effective date of such
registration statement (except as part of such registration) provided that each
holder of Conversion Shares has received written notice of such registration at
least two Business Days prior to the anticipated beginning of the 7-day period
referred to above.
(d) If registration of Conversion Shares shall be in connection with an
underwritten public offering, the Company agrees (i) not to effect any sale or
distribution of any of its securities or of any security convertible into or
exchangeable or exercisable for any security of the Company (other than any such
sale or distribution of such securities in connection with any merger or
consolidation by the Company or any Subsidiary of the Company or the acquisition
by the Company or a Subsidiary of the Company of the capital stock or
substantially all the assets of any other Person or in connection with an
employee stock ownership or option plan or other employee benefit plan) during
the 7 days prior to, and during the 120 day period which begins on, the
effective date of such registration statement (except as part of such
registration) and (ii) that any agreement entered into after the date of this
Agreement pursuant to which the Company issues or agrees to issue any privately
placed equity securities shall contain a provision under which the Company and
the purchasers of such securities agree not to effect any sale or distribution
of any such securities during the period referred to in the foregoing clause
(i), including any sale pursuant to Rule 144, or any similar or successor Rule
(except as part of such registration, if permitted).
2.6. Termination of Rights. Notwithstanding the foregoing provisions of
this Article II, the rights to registration shall terminate as to any particular
Conversion Shares if (a) such Conversion Shares shall have been effectively
registered under the Securities Act and sold by the holder thereof in accordance
with such registration or (b) written opinions to the effect that such
Conversion Shares may be sold without registration under the Securities Act or
applicable state law and without restriction as to the volume and timing of such
sales shall have been received from counsel for both the Company and the holders
thereof.
2.7. Compliance with Rule 144. At the request of any holder of the Warrants
or Conversion Shares who proposes to sell Conversion Shares in compliance with
Rule 144, or any similar or successor Rule, assuming that at such time the
provisions of such Rule are applicable to such holder and, in the event such
holder is or could be deemed to be an "affiliate" of the Company, the Company is
then required to file reports under Section 13 or 15(d) of the Exchange Act, the
Company shall (a) forthwith furnish to such holder a written statement as to its
compliance with the filing requirements of the Commission as set forth in such
Rule and (b) make such additional filings of reports with the Commission as will
enable the holders to make sales of Conversion Shares pursuant to such Rule; but
nothing in this Section 2.7 shall require the Company to subject itself to the
registration requirements of the Exchange Act if the Company was not subject
thereto prior to the making of any request referred to herein.
2.8. The Company's Indemnification. In the event of any registration under
the Securities Act of any Conversion Shares pursuant to this Article II, the
Company agrees to execute an agreement with any underwriter participating in the
offering thereof containing such
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underwriter's standard form representations and indemnification provisions and
to indemnify and hold harmless each holder disposing of Conversion Shares, each
Person, if any, who controls such holder within the meaning of the Securities
Act and each other Person (including each underwriter) who participates in the
offering of Conversion Shares, against any losses, claims, damages or
liabilities, joint or several, to which such holder, controlling Person or
participating Person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or proceedings in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which the Conversion Shares are registered under the Securities Act, in
any preliminary prospectus or final prospectus contained therein or in any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which made, not misleading, and will reimburse each such
holder, controlling Person and participating Person for any legal or other
expenses reasonably incurred in connection with investigating or defending any
such loss, claim, damage, liability or proceeding; provided, however, that the
Company will not be liable (i) in any case to any such holder, controlling
Person or participating Person to the extent that any loss, claim, damage or
liability arises out of or is based upon any untrue statement or alleged untrue
statement or omission or alleged omission made in a registration statement,
preliminary or final prospectus or amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by an instrument
duly executed by such holder or controlling or participating Person, as the case
may be, specifically for use in the preparation thereof and (ii) if the Company
has complied with the requirements of Section 2.3(c), to any holder, controlling
Person or participating Person, or any other Person, if any, who controls such
participating Person with respect to any preliminary prospectus or the final
prospectus or the final prospectus as amended or supplemented to the extent that
such loss results from the fact that the participating Person sold Conversion
Shares to a Person to whom there was not sent or given a copy of the final
prospectus.
2.9. Indemnification by Holder. As a condition of the Company's obligation
under this Article II to effect any registration under the Securities Act, there
shall be delivered to the Company an agreement or agreements duly executed by
each holder for whom Conversion Shares are to be so registered, whereby such
holder agrees to indemnify and hold harmless the Company, each Person referred
to in clause (1), (2) or (3) of Section 11(a) of the Securities Act in respect
of the registration statement and each other Person, if any, who controls the
Company within the meaning of the Securities Act, against any losses, claims,
damages or liabilities, joint or several, to which the Company, such Person or
such other controlling Person may become subject under the Securities Act or
otherwise, but only to the extent that the losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which the Conversion Shares are to be
registered under the Securities Act, in any preliminary prospectus or final
prospectus contained therein or in any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of
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the circumstances in which made, not misleading, which, in each case, is made in
or omitted from the registration statement, preliminary or final prospectus or
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
holder specifically for use in the preparation thereof; provided, however, that
the indemnification obligations of each such holder shall be limited to the
total price of the Conversion Shares sold by such holder pursuant to such
registration.
2.10. Notification of and Participation in Actions. Promptly after receipt
by an indemnified party under this Article II of notice of commencement of any
action, the indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Article II, notify the indemnifying
party of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under this Article II. In case any such action is brought
against any indemnified party and it notifies an indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate in
and, to the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel satisfactory to
the indemnified party, and, after notice from the indemnifying party to the
indemnified party of its election to assume the defense thereof and unless the
indemnified party has or may have defenses different from or inconsistent with
those of the indemnifying party, the indemnifying party will not be liable to
the indemnified party under this Article II for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense
thereof other than reasonable costs of investigation.
ARTICLE III
Benefits of Agreement
The obligations of the Company under this Agreement shall inure to the
benefit of, and be enforceable by, the Holders and its successors and assigns as
holders from time to time of the Warrants or Conversion Shares.
ARTICLE IV
Miscellaneous
4.1. Notices. Notices and other communications provided for herein shall be
in writing and shall be given in the manner and with the effect provided in the
Credit Agreement. Such notices and communications shall be addressed:
(a) if to a holder of the Warrants, to its address as shown on the books
maintained by the Warrant Agency (as defined in the Warrants), unless such
holder shall notify the Company and the Warrant Agency that notices and
communications should be sent to a
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different address, in which case such notices and communications shall be sent
to the address specified by such holder;
(b) if to a holder of Conversion Shares, to its address as shown on the
stock transfer records of the Company, unless such holder shall notify the
Company that notices and communications should be sent to a different address,
in which case such notices and communications shall be sent to the address
specified by such holder; and
(c) if to the Company, to Family Golf Centers, 000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000, Attention of Chief Executive Officer.
4.2. Waivers; Amendments. No failure or delay of any holder of the Warrants
or Conversion Shares in exercising any power or right hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of such holder are cumulative and
not exclusive of any rights or remedies which it would otherwise have. The
provisions of this Agreement may be amended, modified or waived only by an
agreement in writing signed by the party against whom enforcement thereof is
sought or the predecessor in interest of such party and any such waiver shall be
effective only in the specific instance and for the purpose for which given.
Notwithstanding the foregoing, no amendment, modification or waiver of any
provision of this Agreement shall be effective against a holder of the Warrants
or Conversion Shares unless (a) agreed to in writing by such holder or (b)
agreed to in writing by such holder's predecessor in interest and notation
thereof is set forth on the certificate evidencing such holder's Warrants or
Conversion Shares, as the case may be. No notice or demand on the Company in any
case shall entitle the Company to any other or further notice or demand in
similar or other circumstances.
4.3. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of New York.
4.4. Survival of Agreements; Representations and Warranties, etc. All
warranties, representations and covenants made by the Company herein or in any
certificate or other instrument delivered by or on behalf of it in connection
with this Agreement or the Conversion Shares shall be considered to have been
relied upon by the holders of the Warrants and Conversion Shares and shall
survive the issuance and delivery of the Warrants regardless of any
investigation made by such holders, and shall continue in full force and effect
so long as this Agreement is in effect. All statements in any such certificate
or other instrument shall constitute representations and warranties hereunder.
4.5. Covenants To Bind Successors and Assigns. All covenants, stipulations,
promises and agreements in this Agreement by or on behalf of the Company shall
bind the Company and its successors and assigns, whether so expressed or not,
and shall inure to the
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benefit of the Holders and the respective successors and assigns of the Holders,
provided that the successors and assigns of the Holders shall agree in writing
to be bound by the terms hereof.
4.6. Severability. In case any one or more of the provisions contained in
this Agreement shall be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
4.7. Section Headings. The section headings used herein are for convenience
of reference only, are not part of this Agreement and are not to affect the
construction of or be taken into consideration in interpreting this Agreement.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
executed, all as of the day and year first above written.
FAMILY GOLF CENTERS, INC.
By: /s/ Xxxxxxx Xxxxx
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Title: Chief Executive Officer
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxx
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CIBC INC.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Title: Agent
BANK OF AMERICA, N.A.
By: /s/ XxXxxx X. Xxxx
------------------------------------
Title: Managing Director
THE DIME SAVINGS BANK
OF NEW YORK FSB
By: /s/ Xxxx X. Xxxxx
------------------------------------
Title: Vice President
THE MERCHANTS BANK OF NEW YORK
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Title: Vice President
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
