AMENDMENT dated as of December 8, 1998 (this "Amendment")
to the Credit Agreement dated as of December 2, 1998, as
amended (the "Credit Agreement") by and among FAMILY GOLF
CENTERS, INC., a New York corporation (the "Company"),
THE CHASE MANHATTAN BANK, a New York banking corporation
("Chase"), as Agent and as a Lender, and the Lenders
Party Thereto.
WHEREAS, the Company has requested and the Agent and the Lenders have agreed,
subject to the terms and conditions of this Amendment, to amend certain
provisions of the Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereto agree as follows:
1. Amendments.
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(a) Notwithstanding anything to the contrary in the Credit Agreement, the
Company agrees it shall not request any Loan, or the issuance, amendment,
renewal or extension of any Letter of Credit during the period December 2, 1998
through December 30, 1998 and neither any Lender nor the Agent shall have any
obligation to fund any such request during such period.
(b) The definition "LIBO Margin" in Section 1.01 is hereby amended (i) to
delete the reference to "December 31, 1998" and to insert the date "April 15,
1999" in place thereof, (ii) to delete the reference to "1.00%" in the first
sentence following the grid and to substitute the percentage "3.00%" in place
thereof, (iii) to delete the reference to "September 30, 1998" and to insert
the date "December 31, 1998" in place thereof and (iv) to delete each reference
to "January 1, 1999" and to insert the date "April 15, 1999" in place thereof.
(c) Section 3.01(a) is hereby amended to delete the reference to ".25%
per annum" and to insert in place thereof the following:
(i) , during the period commencing the Closing Date and
ending April 15, 1999, 1.25% per annum and (ii), at all
times thereafter, .25% per annum.
(d) Section 3.01(c) is hereby amended to delete the reference to ".75%
per annum" and to insert in place thereof the following:
(i) , during the period commencing the Closing Date and
ending April 15, 1999, 1.25% per annum and (ii) at all
times thereafter .75% per annum.
2. Miscellaneous.
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Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as defined in the Credit Agreement.
Except as expressly amended hereby, the Credit Agreement shall remain in full
force and effect in accordance with the original terms thereof.
The amendments herein contained are limited specifically to the matters set
forth above and do not constitute directly or by implication an amendment or
waiver of any other provision of Credit Agreement or any default which may
occur or may have occurred under the Credit Agreement.
The Company hereby represents and warrants that (a) after giving effect to this
Amendment, the representations and warranties by the Company and each of its
Subsidiaries pursuant to the Credit Agreement and the Loan Documents to which
each is a party are true and correct in all material respects as of the date
hereof with the same effect as those such representations and warranties have
been made on and as of such date, unless such representation is as of a
specific date, in which case, as of such date, (b) after giving effect to this
Amendment, no Default or Event of Default has occurred and is continuing.
Please be advised that should there be a need for further amendments or waivers
with respect to these covenants or any other covenants, those requests shall be
evaluated by the Lenders when formally requested, in writing, by the Company,
and the Lenders may deny any such requests for any reason in their sole
discretion.
This Amendment may be executed in one or more counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute
but one Amendment. This Amendment shall become effective when duly executed
counterparts hereof which, when taken together, bear the signatures of each of
the parties hereto shall have been delivered to the Agent.
This Amendment shall constitute a Loan Document.
IN WITNESS WHEREOF, the Company and the Agent, as authorized on behalf of the
Required Lenders, have caused this Amendment to be duly executed by their duly
authorized officers, all as of the day and year first above written.
FAMILY GOLF CENTERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
THE CHASE MANHATTAN BANK,
as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President