AMENDMENT AGREEMENT
Reference is made to the Agreement and Plan of Merger ("Merger Agreement"),
dated December 23, 1997, by and among FAMILY GOLF CENTERS, INC. ("Parent"),
FAMILY GOLF ACQUISITION, INC. ("Purchaser") and METROGOLF INCORPORATED (the
"Company"), the schedules to the Merger Agreement and to agreements by and among
Parent, Purchaser and the Company related to the Merger Agreement (collectively,
"Merger Documents").
In order to correct certain ministerial errors in the Merger Documents, the
parties agree to amend the Merger Documents as set forth in Schedule I hereto.
IN WITNESS WHEREOF, the undersign have executed this Amendment Agreement as
of the 23rd day of December, 1997.
FAMILY GOLF CENTERS, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title:
FAMILY GOLF ACQUISITION, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Name: Xxxxxx X. Xxxxxx
Title:
METROGOLF INCORPORATED
By: /s/ Xxxxxxx Xxxxxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxxxxx
Title:
Schedule I
To Amendment Agreement
Merger Agreement-
Schedule 3.12-
Xxxxxx Balance due Xxxxxx should be $482,172.00
Section 3.04- The last sentence should be revised to read:
"The MERGER AGREEMENT, THE note, dated as of even date herewith, in
the principal amount of $500,000 by MGI to Parent; the Option
Agreement ("Option Agreement"), dated as of even date herewith,
between Parent and MGI; the Pledge Agreement (the "Pledge Agreement"),
dated as of even date herewith, between Parent and MGI; and the Escrow
Agreement (the "Escrow Agreement"), dated as of even date herewith,
among Parent, MGI and United States Trust Company of New York (the
"Escrow Agent"), are collectively referred to in this Agreement as the
"Operative Agreements." "
Section 4.11. The first sentence should be revised to read:
"Provided that the Minimum Tender Condition (as such term is defined
in EXHIBIT A) has been satisfied, promptly upon the acceptance for
payment of, and payment by Acquisition for, all MGI Shares tendered
and not withdrawn pursuant to the Offer, Acquisition shall be entitled
to designate such number of directors on the Board of Directors of MGI
as will give Acquisition, subject to compliance with Section 14(f) of
the Exchange Act, a majority of such directors and MGI shall, at such
time, cause Acquisition's designees to be so elected; PROVIDED,
HOWEVER, that in the event that Acquisition's designees are appointed
or elected to the Board of Directors of MGI, until the Effective Time
such Board of Directors shall have at least two directors who are
directors on the date hereof or who are otherwise not officers,
directors or affiliates of Acquisition and are independent directors
under any applicable rules of the Boston Stock Exchange or the NASDAQ
Smallcap Market (the "Independent Directors"); and PROVIDED FURTHER
that, in such event, if the number of Independent Directors shall be
reduced below two for any reason whatsoever, any remaining Independent
Directors (or Independent Director, if there shall be only one
remaining) shall be entitled to designate a person to fill such
vacancy who shall be deemed to be an Independent Director for purposes
of this Agreement or, if no Independent Directors then remain, the
other directors shall designate two persons to fill such vacancies who
shall not be officers, stockholders or affiliates of Acquisition and
who shall be independent directors under the rules of the Boston Stock
Exchange AND THE NASDAQ SMALLCAP MARKET and such persons shall be
deemed to be Independent Directors for purposes of this Agreement."
Section 5.01. The third sentence should be revised to read:
"Parent shall have the right to match any such Superior Proposal, and
shall have such matching proposal immediately accepted by MGI for five
business days after Parent is informed of the necessary determination
in clauses (i) and (ii) of the SECOND preceding sentence with respect
to such Superior Proposal."
Exhibit A Paragraph (b) should be revised to read:
"there shall be any statute, rule, regulation, judgment, order or
injunction enacted, entered, enforced, promulgated or deemed
applicable to the Offer or the Merger, or any other action shall be
taken by the Governmental Entity or court, other than the application
to the Offer or the Merger of applicable waiting periods under the HSR
Act that is reasonably likely to result, directly or indirectly, in
any of the consequences referred to in clause (i) through (vi) of
paragraph (a) above:"
Stock Purchase Agreement
Exhibit A-
685,622 shares owned by Xxxxxxx X. Xxxxxxxxxxx, 366 Xxxxxxx, Denver,
Colorado, 680,782 shares of which are pledged to Xxxxxx & Co.
Consolidated Secured Convertible Promissory Note
Paragraph 7(a). The second sentence should read:
"The Initial Conversion Price shall equal $1.00."
