Exhibit 10.12
MPC
Corporation
906 East Karcher Road
Nampa,
Idaho 83687
October 1,
2007
Gateway,
Inc.
7565 Irvine Center
Drive
Irvine, California
92618
Dear Sirs:
In
connection with the Asset Purchase Agreement (the “
Agreement ”) dated as of September 4, 2007, by
and among MPC Corporation, a Colorado corporation (“
MPC ”), MPC-PRO, LLC, a Delaware limited liability
company (“ Buyer ”), Gateway, Inc., a Delaware
corporation (“ Seller ”) and Gateway
Technologies, Inc., a Delaware corporation (“ Gateway
Technologies ”), the parties to the Agreement hereby
agree as follows:
1.
Time of Closing . Each reference to “12:01 A.M.”
in the first paragraph of Article 12 of the Agreement is hereby
amended to read “3:00 A.M. Pacific time”. The Closing
shall be deemed to be effective for all business, accounting,
financial, tax, legal and other purposes as of 3:00 A.M. Pacific
time on the Closing Date.
2.
Transfer of Gateway Technologies’ Interest in GP .
Section 3.02 of the Agreement is hereby amended and restated in its
entirety to read “For the consideration, and subject to the
terms and conditions in this Agreement, Gateway Technologies shall
sell, convey, transfer and deliver to GCI, and GCI shall purchase
from Gateway Technologies, at the Closing, the 10% membership
interest in GP owned by Gateway Technologies and any rights and
benefits incident to the ownership thereof, free and clear of any
Liens. Such sale and purchase shall occur, and for all purposes
shall be deemed to occur, immediately following the sale and
purchase of the GCI Stock referred to in Section 3.01”.
3.
Conditions to Closing .
(a) Each of Buyer and MPC hereby
waives the condition to Closing set forth in Section 9.11 of the
Agreement, and such condition is deemed satisfied by the
continuation of the existing professional services agreement
between GCC and Quanta.
(b) The reference to
“$9,000,000” in the condition to Closing set in Section
10.06 of the Agreement is hereby amended to read
“$8,000,000”.
4.
Closing Deliverables .
(a) The closing deliverable set
forth in Section 12.01(h) of the Agreement shall be deemed
satisfied by delivery of an executed copy of the Payoff Letter to
Buyer.
