EXHIBIT 99.2
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
This Amendment No. 1 (this "Amendment") is made and entered into as of
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February 4, 2002, by and among ACSC Acquisitions, Inc., a Nevada corporation
("Buyer"), Advanced Casino Systems Corporation, a Delaware corporation (the
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"Company"), PPI Corporation, a New Jersey corporation and debtor-in-possession
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under Chapter 11 Case No. 01-11729, jointly administrated, in the United States
Bankruptcy Court for the District of Delaware ("Seller"), and Greate Bay Casino
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Corporation, a Delaware corporation and debtor-in-possession under Chapter 11
Case No. 01-11729, jointly administrated, in the United States Bankruptcy Court
for the District of Delaware ("Greate Bay"). HWCC-Holdings, Inc., a Texas
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corporation ("HWCC"), agrees to complete and perform its obligations hereunder
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and acknowledges and consents to the terms and conditions of this Amendment and
the consummation of the transactions contemplated hereby by its signature on the
signature page hereof.
RECITALS
WHEREAS, Buyer, the Company, Seller and Greate Bay are parties and HWCC
agreed to complete and perform its obligations under and acknowledged and
consented to that certain Stock Purchase Agreement, dated as of December 19,
2001 (the "Agreement");
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WHEREAS, Section 15.11 of the Agreement provides that the Agreement may be
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amended by a written instrument specifically designating the terms and
provisions so modified if signed by Buyer, the Company, Seller, Greate Bay and
HWCC; and
WHEREAS, each of Buyer, the Company, Seller, Greate Bay and HWCC has
determined that it is desirable to amend the Agreement as set forth in this
Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer, the Company, Seller, Greate Bay and HWCC hereby agree as
follows:
1. Defined Terms. All capitalized terms used, but not defined, in this
Amendment shall have the meanings given to such terms in the Agreement.
2. Purchase Price Adjustment.
(a) Section 1.4(a) of the Agreement shall be deleted and replaced in its
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entirety with the following:
"(a) On or before the later of (i) ten business days after the Closing
Date or (ii) three business days after the Company delivers to Buyer the
Closing Balance Sheet, a
representative of Buyer and a representative of Greate Bay and HWCC shall
jointly prepare and deliver to the Escrow Agent a mutually agreed upon
schedule that sets forth (i) the Company's Actual Working Capital as of the
Closing Date and (ii) the Post Closing Adjustment, if any, to the Purchase
Price. If the Company's Actual Working Capital as of the Closing Date is
less than $5,100,000, then the Purchase Price shall be reduced by the
difference between $5,100,000 and the Actual Working Capital. Any such
adjustment to the Purchase Price pursuant to this Section 1.4(a) shall be
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referred to herein as the "Post Closing Adjustment." A Post Closing
Adjustment that results in a reduction of the Purchase Price shall
correspondingly reduce the Secondary Escrow Funds to be distributed to
Seller, or HWCC as Seller's designee, under the Secondary Escrow
Agreement."
(b) Section 1.4(e) of the Agreement shall be deleted and replaced in its
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entirety with the following:
"(e) The Seller, Buyer, Company, Greate Bay and HWCC shall use their
reasonable best efforts to cause the Escrow Agent to distribute the
Secondary Escrow Funds held under the Secondary Escrow Agreement to the
parties in accordance with the final Post Closing Adjustment as determined
pursuant to this Section 1.4 as soon as practicable after its final
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determination."
3. Bankruptcy Procedures. Section 10.3(d) of the Agreement shall be deleted
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and replaced in its entirety with the following:
"(d) The parties recognize that, notwithstanding this Agreement, the
Seller and Greate Bay, in accordance with the Sales Procedures Order, may
entertain offers for the Shares ("Competing Bids") from other persons
("Competing Bidders"). In the event of any consideration of such offers,
whether in the form of an auction process or otherwise, the Sale Procedures
Order shall provide that:
(i) no Competing Bid will be accepted or approved by the Debtors
unless it is made pursuant to terms and conditions substantially similar to
those contained in this Agreement (except with respect to the Purchase
Price and the identity of the proposed purchaser). Any proposed changes
shall be marked so as to show all modifications to the Agreement and shall
be subject to subsequent Court approval upon application by the Debtor or
the person making the Competing Bid. No Competing Bid shall be considered
unless it provides for aggregate consideration having a value equal to at
least the sum of (A) the Purchase Price, plus (B) the Break-Up Fee, if any
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is required to be paid on account of the competing bid, plus (C) the
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Expense Reimbursement, plus (D) $1.00, and, if there is a bidding process,
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the next Competing Bid shall be in an increment of at least $200,000 net
consideration to the Debtors and each successive Competing Bid thereafter
shall be in increments of at least $100,000 net consideration to the
Debtors in each round of bidding. Any person who makes a Competing Bid but
who contends Debtors have not, prior to the bid deadline, provided access
to all information reasonably required by such person to complete their due
diligence, may submit their bid with a due diligence contingency of a
reasonable duration. Such person may participate in the auction and appear
at the March 6, 2002
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sale hearing and be heard on the issue of its bid being the highest and
best bid notwithstanding the due diligence contingency. If the Court finds
that Debtors have not provided information that such person reasonably
required to complete its due diligence, then the Court may consider such
person's bid notwithstanding the due diligence contingency;
(ii) no Competing Bid will be considered unless the Debtors
determine that the Competing Bidder has the capacity to complete the
purchase of the Shares and that the Competing Bid is not subject to any
financing, regulatory or due diligence contingency; and
(iii) copies of all Competing Bids, motions, objections or any
other bankruptcy pleadings relating to the sale of the Shares shall be
delivered to Buyer by the Debtors within one business day of their receipt
by the Debtors."
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4. Exhibit F. The Sales Procedure Order attached as Exhibit F to the
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Agreement shall be deleted and replaced in its entirety with the ORDER
CONTINUING HEARING ON DEBTORS' SALE MOTION AND APPROVING(i) BREAK-UP FEE,
OVERBID PROTECTIONS, AND CERTAIN OTHER BID PROCEDURES IN CONNECTION WITH
PROPOSED SALE OF COMMON STOCK OF NON-DEBTOR SUBSIDIARY, ADVANCED CASINO SYSTEMS
CORPORATION, AND (ii) FORM AND MANNER OF NOTICE RELATED TO SALE attached to this
Amendment as Exhibit A and shall replace Exhibit F of the Agreement and
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constitute the Sales Procedure Order for all purposes under the Agreement.
5. Bankruptcy Court Approval. Greate Bay's and Seller's obligations
hereunder and under the Agreement are subject to Bankruptcy Court approval.
6. Entire Agreement. This Amendment and the Agreement, together with the
exhibits and schedules thereto, shall constitute the entire understanding and
agreement among Buyer, the Company, Seller, Greate Bay and HWCC with regard to
the subjects hereof and thereof.
7. No Other Modification. Except as set forth in this Amendment, the terms
and conditions of the Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above.
ACSC ACQUISITIONS, INC.
By:
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Name:
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Title:
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ADVANCED CASINO SYSTEMS CORPORATION
By:
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Name:
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Title:
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PPI CORPORATION
By:
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Name:
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Title:
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GREATE BAY CASINO CORPORATION
By:
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Name:
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Title:
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HWCC-HOLDINGS, INC.
By:
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Name:
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Title:
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