**Exhibit 10.12**

 

**MPC Corporation 906 East Karcher Road**

**Nampa, Idaho 83687**

 

October 1, 2007

 

Gateway, Inc.

7565 Irvine Center Drive

Irvine, California 92618

 

DearSirs:

 

Inconnection 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 limitedliability company (“**Buyer**”),Gateway, Inc., a Delaware corporation (“**Seller**”) andGateway Technologies, Inc., a Delaware corporation (“**GatewayTechnologies**”), the parties to the Agreement hereby agree asfollows:

 

1.        *Time of Closing*. Each reference to “12:01 A.M.” in the firstparagraph 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. Pacifictime on the Closing Date.

 

2.        *Transfer of Gateway Technologies’ Interest in GP*. Section3.02 of the Agreement is hereby amended and restated in its entirety to read “Forthe consideration, and subject to the terms and conditions in this Agreement,Gateway Technologies shall sell, convey, transfer and deliver to GCI, and GCIshall purchase from Gateway Technologies, at the Closing, the 10% membershipinterest in GP owned by Gateway Technologies and any rights and benefitsincident to the ownership thereof, free and clear of any Liens. Such sale andpurchase shall occur, and for all purposes shall be deemed to occur,immediately following the sale and purchase of the GCI Stock referred to inSection 3.01”.

 

3.        *Conditions to Closing*.

 

(a)   Each of Buyer and MPC herebywaives the condition to Closing set forth in Section 9.11 of the Agreement, andsuch condition is deemed satisfied by the continuation of the existingprofessional 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 herebyamended to read “$8,000,000”.

 

4.        *Closing Deliverables*.

 

(a)   The closing deliverable setforth in Section 12.01(h) of the Agreement shall be deemed satisfied bydelivery of an executed copy of the Payoff Letter to Buyer.

 

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(b)   The closing deliverable setforth in Section 12.01(i) shall be deemed satisfied by (i) the UCC terminationstatements delivered to Buyer and MPC prior to Closing and (ii) the delivery ofUCC termination statements acknowledging the termination of GECC’s securityinterest in the Purchased Assets and the Purchased Securities, which Selleragrees to use its reasonable efforts to deliver to Buyer as promptly aspracticable following the Closing.

 

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

 

Capitalized terms used but not otherwisedefined within this letter agreement shall have the meanings ascribed to themin the Agreement.

 

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

 

Thisletter agreement (i) may be executed in any number of counterparts, each ofwhich shall be deemed to be an original but all of which together shall bedeemed to be one and the same agreement, (ii) shall be construed andinterpreted according to the internal laws of the State of Delaware, excludingany choice of law rules that may direct the application of the laws of ajurisdiction other than the State of Delaware, (iii) constitutes the entireagreement of the parties with respect to the subject matter hereof andsupersedes all other prior agreements and understandings, both written andoral, of the parties with respect to the subject matter of this letteragreement and (iv) may be amended only by a writing signed by each of theparties hereto.

 

2

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If theforegoing correctly sets forth our agreement with respect to the matters setforth 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]

 

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