Exhibit 9
FAMILY GOLF CENTERS, INC.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
December 23, 1997
X. X. Xxxxxx
MetroGolf Incorporated
0000 Xxxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
We refer to (i) 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. ("Acquisition") and MetroGolf
Incorporated ("MGI"), and (ii) options to acquire an aggregate of 75,000
shares of MGI Common Stock at an exercise price of $1.25 per share that were
granted to you on December 3, 1997, pursuant to MGI's Senior Executive Stock
Option Plan (the "Options"). Any capitalized term not defined in this letter
shall have its meaning in the Merger Agreement.
This letter will confirm your agreement, as an inducement to FGI and
Acquisition to enter into the Merger Agreement, to terminate the Options if,
in the reasonable discretion of FGI, you have not used your reasonable best
efforts to assist FGI and Acquisition in consummating the Offer, including,
without limitation, using your reasonable best efforts to effect the
following prior to the consummation of the Offer: elimination of the minority
shareholder interest in the general partner of Illinois Center Golf Partners,
LP ("ICGP"); elimination of the minority limited partner interests in ICGP
and Goose Creek Golf Partners Limited Partnership; obtaining the consents of
the Landlords and Mortgage Lenders referred to in clause (o) of Exhibit A to
the Merger Agreement; and renegotiating the terms of the Leases and the
accounts payable in such manner as FGI shall request. Within two business
days following consummation of the Offer, FGI, if it has determined in its
reasonable discretion that
you have not used your reasonable best efforts to accomplish the foregoing,
shall send you written notice of such determination, at which time you agree
to terminate in all respects the Options and any rights you may have with
respect thereto. In addition, you further agree that you will not, without
the written consent of FGI, exercise the Options prior to the end of such two
business day period.
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/ X. X. Xxxxxx
----------------------------
X. X. Xxxxxx
