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.


 

















 


(b)   The closing deliverable set
forth in Section 12.01(i) shall be deemed satisfied by (i) the UCC termination
statements delivered to Buyer and MPC prior to Closing and (ii) the delivery of
UCC termination statements acknowledging the termination of GECC’s security
interest in the Purchased Assets and the Purchased Securities, which Seller
agrees to use its reasonable efforts to deliver to Buyer as promptly as
practicable following the Closing.


 


(c)   The closing deliverable set
forth in Section 12.02(i) of the Agreement shall be deemed satisfied by
delivery of stock certificates representing the MPC Shares no later than 10
Business Days following the Closing, and MPC agrees to use its reasonable
efforts to cause its transfer agent to deliver such certificates to Seller.


 


Capitalized terms used but not otherwise
defined within this letter agreement shall have the meanings ascribed to them
in the Agreement.


 


This letter agreement shall constitute an amendment of the Agreement
pursuant to Section 16.07 thereof and shall be effective immediately prior to
the Closing. Except as expressly set forth in this letter agreement, the Agreement
is and shall continue to be in full force and effect and, as so amended hereby,
is hereby ratified and confirmed in all respects.


 


This
letter agreement (i) may be executed in any number of counterparts, each of
which shall be deemed to be an original but all of which together shall be
deemed to be one and the same agreement, (ii) shall be construed and
interpreted according to the internal laws of the State of Delaware, excluding
any choice of law rules that may direct the application of the laws of a
jurisdiction other than the State of Delaware, (iii) constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and
oral, of the parties with respect to the subject matter of this letter
agreement and (iv) may be amended only by a writing signed by each of the
parties hereto.


 


2

















 


If the
foregoing correctly sets forth our agreement with respect to the matters set
forth above, please so indicate by signing below.


 


 


	
   

  	
  MPC CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Curtis Akey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Curtis Akey

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
						



 


 


	
   

  	
  MPC-PRO, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Curtis Akey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Curtis Akey

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Accepted and agreed as of the date first written above:

  
						



 


 


	
   

  	
  GATEWAY, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Goldsberry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Goldsberry

  
	
   

  	
   

  	
  Title:

  	
  SVP & CFO

  
						



 


 


	
   

  	
  GATEWAY TECHNOLOGIES,

  	
   

  
	
   

  	
  INC..

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Goldsberry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Goldsberry

  
	
   

  	
   

  	
  Title:

  	
  SVP & CFO

  
						



 


[Signature Page to Side Letter Agreement]