WITNESSETH:Stockholders Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation • New York
AMENDMENT AGREEMENTMerger Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation
Illinois Center -- Loan Agreement dated as of January 31, 1996 between Textron Financial corporation and Illinois Center Golf Partners, LP (item a.i in Schedule 3.12); Promissory Note dated January 31, 1996 for $2,000,000 (a.ii)Merger Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation
We refer to 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. and MetroGolf Incorporated ("MGI"). As an inducement for MGI to enter into the Merger Agreement, FGI hereby agrees to use commercially reasonable efforts following consummation of the Offer (as such term is defined in the Merger Agreement) to obtain releases of all of your written personal guarantees entered into prior to the date hereof ("Guarantees") of any indebtedness of MGI or its subsidiaries (the "Guaranteed Debt") that is set forth on Schedule 3.12 to the Merger Agreement, including without limitation the following:
Family Golf Centers, Inc 225 Broadhollow Road Melville, New York 11747Merger Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation
Family Golf Centers, Inc., a Delaware corporation ("Parent"), Family Golf Acquisition, Inc., a Colorado corporation and wholly-owned subsidiary of Parent ("Acquisition") and MetroGolf Incororated, a Colorado corporation (the "Company") intend to enter into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Acquisition will be merged with and into the Company (the "Merger") resulting in a new corporation (the "Surviving Corporation"). Prior to the consummation of the Merger, Parent intends to conduct a tender offer (the "Tender Offer") for all of the Company's outstanding common stock. As a result of the proposed transactions, the Surviving Corporation will become a wholly-owned subsidiary of Parent.
FIRST AMENDED PLEDGE AND SECURITY AGREEMENT ILLINOIS CENTER GOLF PARTNERS L.P. LIMITED PARTNERSHIP INTEREST AND METROGOLF ILLINOIS CENTER, INC. SHARES THIS FIRST AMENDED PLEDGE AND SECURITY AGREEMENT, dated as of the 23rd day of December, 1997 (this...Pledge and Security Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation • New York
December 23, 1997 J. D. Finley MetroGolf Incorporated 1999 Broadway Suite 2435 Denver, CO 80202 Dear Mr. Finley: 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,...Merger Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation
Exhibit 99(c)(1) AGREEMENT AND PLAN OF MERGERMerger Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation • New York
OPTION AGREEMENTOption Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation • New York
Exhibit (c)(11) To: Family Golf Center, Inc. The undersigned holder of ______ options (the "Options") to purchase Common Stock of MetroGolf Incorporated, a Colorado corporation (the "Company) hereby agrees that, in order to induce Family Golf Centers,...Option Agreement • December 31st, 1997 • Family Golf Centers Inc • Services-miscellaneous amusement & recreation
The undersigned holder of ______ options (the "Options") to purchase Common Stock of MetroGolf Incorporated, a Colorado corporation (the "Company) hereby agrees that, in order to induce Family Golf Centers, Inc. and its subsidiary, Family Golf Acquisition, Inc. to enter in the Merger Agreement by and among Family Golf Centers, Inc., Family Golf Acquisitions, Inc. and MetroGolf Incorporated (the "Merger Agreement") that it will not, without the consent of Family Golf Centers, Inc., exercise such option prior to consummation of the Offer (as defined in the Merger Agreement) and that if the Options are exercised after consummation of the Offer, the undersigned irrevocably agrees to vote in favor of the Merger.
