Exhibit 8
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 (i) 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 100,000 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 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 indicted 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
