Exhibit 99.1
Anchor Gaming
000 Xxxxx Xxxx
Xxxxx X
Xxx Xxxxx, XX 00000
May 7, 1999
Xx. Xxxx X. Xxxxxxx
Powerhouse Technologies, Inc.
000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
VIA FACSIMILE, ORIGINAL TO FOLLOW
Dear Xxxx:
This letter will set forth our agreement as follows:
o You agree that notwithstanding any provision of the Agreement and Plan of
Merger dated March 9, 1999 between you and the undersigned, as amended, or
any agreements executed by Anchor Gaming in connection with the Agreement
and Plan of Merger (including, without limitation, any confidentiality or
similar agreement), Anchor Gaming and its affiliates will be permitted to
acquire less than 5% of the outstanding common stock of Powerhouse
Technologies, Inc. prior to the closing of the Merger Agreement.
o Anchor Gaming understands that it will be subject to state and federal
securities laws regarding purchases and sales of securities while in
possession of material non-public information with respect to any such
acquisition. It will inform its affiliates of such obligations as well.
o Anchor Gaming agrees, and agrees to cause each affiliate of Anchor Gaming
that acquires any such common stock pursuant to this letter agreement to
vote any such shares consistent with the recommendation of the Board of
Directors of Powerhouse from time to time, and to dispose of or hold any
such shares in connection with any Third Party Acquisition involving
Powerhouse consistent with the recommendations of the Board of Directors of
Powerhouse, and if Anchor Gaming beneficially owns any shares of common
stock of Powerhouse Technologies, Inc. acquired under the terms of this
letter agreement at the time that any transaction involving a Superior
Proposal (as defined in the Agreement and Plan of Merger) is consummated,
then Anchor Gaming agrees to dispose of such shares at the closing of such
transaction as recommended by the Board of Directors of Powerhouse
Technologies, Inc.
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Powerhouse Technologies, Inc.
May 7, 1999
Page 2
o Anchor Gaming agrees, and agrees to cause each affiliate of Anchor Gaming,
to refrain from purchasing any such common stock until two (2) business
days following the filing by Powerhouse Technologies, Inc. of a Current
Report on Form 8-K announcing the subject matter of this letter.
Please sign and return the additional copy of this letter if it accurately
reflects our agreement.
/s/ Xxxxxxxx X. Xxxx
Xxxxxxxx X. Xxxx, CPA
Chief Financial Officer
AGREED AND ACCEPTED
POWERHOUSE TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxx
Its: Sr. VP Legal and Administration
Date: May 13, 1999
cc: Xxxxxx & Xxxx L.L.P.
Xxxxxx & Xxxxxx L.L.P.
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