EXHIBIT 10.30
JACKPOT ENTERPRISES, INC.
0000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
October 30, 2000
E-T-T, Inc.
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn.: Xxxx Xxxxxxx, Esq.
Re: Stock Purchase Agreement
________________________
Dear Xx. Xxxxxxx:
We write in connection with the Stock Purchase Agreement, dated as
of July 8, 2000 (the "Agreement") between E-T-T, Inc. ("E-T-T") and Jackpot
Enterprises, Inc, ("Jackpot"). Unless defined herein, capitalized terms used
in this letter shall have the meaning assigned to such terms in the
Agreement. E-T-T and Jackpot hereby acknowledge that they are executing this
letter in an attempt to resolve a dispute that has arisen between them
since the execution of the Agreement. Accordingly, unless a closing takes
place pursuant to this letter agreement and except for Section (e) below,
this letter agreement and the discussions relating thereto constitute
settlement discussions under all applicable federal and state laws, and
therefore may not be used for any purpose in any judicial proceeding.
Jackpot and E-T-T hereby agree to a modification of the Agreement
as follows:
(a) Jackpot will accept $38 million in cash in full
satisfaction of the Purchase Price;
(b) E-T-T shall seek approval of the transactions from Xxxxx
County on Tuesday, October 31, 2000; from the Nevada Gaming Control
Board on November 8, 2000; and from the Nevada Gaming Commission on
November 16, 2000; provided that as to the meeting on November 16, 2000
if the Nevada Gaming Commission does not include the approval of the
transaction contemplated by the Agreement as amended hereby at such
meeting (a "Gaming Delay") E-T-T shall seek such approval at the next
regularly scheduled meeting of the Nevada Gaming Commission (the "Next
Meeting");
(c) The Purchase Price will be increased by an amount equal to
all fixed rent payments (including, but not limited to the one year rent
prepayment to Rite Aid) made by Jackpot and/or the Companies after
October 31, 2000 and prior to Closing less an amount equal to the per
day rent paid for the period prior to transfer of cash described below;
plus an amount equal to the per day unpaid rent for the K-Mart locations
from the period prior to transfer of cash described below;
(d) The transfer of possession of cash as provided in Section
6.11 of the Agreement shall occur at Midnight, Saturday, November 18,
2000 or the Saturday following the Next Meeting in the event of a Gaming
Delay, and the Closing must take place no later than Monday, November
20, 2000 or the Monday following the Next Meeting in the event of a
Gaming Delay, but in no event later than December 4, 2000 in order for
this letter agreement to remain effective; and
(e) The reference to "six months from the date of this
Agreement" in Section 6.14 of the Agreement shall be changed to December
11, 2000.
Jackpot acknowledges that E-T-T is in the process of finalizing its
financing for the transaction contemplated by the Agreement as amended hereby
and this letter agreement is contingent upon such financing. In the event
the Closing does not take place by the close of business Las Vegas time on
December 4, 2000, this letter agreement (except for Section (e) above) shall
be deemed null and void and the Agreement shall remain in full force and
effect as modified by Section (e) above. Except as provided for herein, this
letter agreement shall in no way be deemed to affect, release or waive any of
Jackpot's or E-T-T's rights or remedies or any of the covenants or conditions
in the Agreement in the event the transaction does not close as set forth
herein. Except as specifically modified hereby, all of the terms and
provisions of the Agreement, without modification, shall remain in full force
and effect to the same extent as of the date entered into.
If this letter accurately reflects our agreement to modify the
Agreement, please so indicate by signing below where indicated and delivering
the original executed letter to me.
Very truly yours,
JACKPOT ENTERPRISES, INC.
By: /s/ Xxxx X. Xxxxx
_____________________________________________
Name: Xxxx X. Xxxxx
Title: President and Chief Operating Officer
E-T-T, INC.
By: /s/ Xxxxxx Xxxxxx
_____________________________________________
