EXHIBIT 2
September 15, 1995
Alliance Gaming Corporation
0000 Xxxxxxx Xxxxxxx
Xxx Xxxxx, Xxxxxx 00000
Gentlemen:
The undersigned purchaser hereby commits, subject to the conditions
described below, to purchase the number of shares of Special Stock (the
"Shares") of Alliance Gaming Corporation (the "Company") specified on the
signature page hereof at a purchase price per share of $4.50 per share.
A summary of the proposed terms of the Offering is attached hereto.
The undersigned's commitment to purchase the Shares is subject to the
following:
(i) The execution and delivery by the Company and the undersigned of a
definitive Stock Purchase Agreement;
(ii) The execution and delivery by the Company, the undersigned and
the Bank of New York ("BONY"), as Escrow Agent, of an Escrow
Agreement providing for the payment of funds to BONY to be held in
escrow pending the closing of the transaction;
(iii) Completion and delivery by the undersigned to Xxxxxxxxx, Xxxxxx &
Xxxxxxxx Securities Corporation ("DLJSC") of the Investors'
Questionnaire to be furnished to the undersigned; and
(iv) Satisfaction of the conditions to closing set forth in the Stock
Purchase Agreement, including but not limited to the consummation
of the tender offer by the Company for shares of Bally Gaming
Corporation on or before December 15, 1995.
Alliance Gaming Corporation
Page 2 September 15, 1995
The undersigned affirms that it has received a copy of the Private
Placement Memorandum dated September 1995 and has had the opportunity to review
such Private Placement Memorandum prior to making this commitment to purchase
the Shares.
Very truly yours,
By:
--------------------------
Name:
Title:
Address:
Phone Number:
No. of Shares ------------
Attachment
REVISED SUMMARY OF TERMS OF THE OFFERING
ISSUER: Alliance Gaming Corporation (the "Company")
ISSUE: Up to _____ Shares of Special Stock (the "Offering")
ISSUE PRICE: $4.50
AMOUNT: Up to $30 million
SHARES OF
COMMON STOCK
OUTSTANDING: 12,987,000
COMMON STOCK
NASDAQ SYMBOL: ALLY
CONVERSION: Each share of Special Stock will be convertible into one share
of Common Stock subject to approval by a shareholder vote to
occur within six months from closing. If the shareholder vote is
not held to approve the conversion within six months from
closing, shareholders will have the right to require the Company
to repurchase the Special Stock at a per share price, payable in
cash, equal to the higher of (i) a 25% premium to the issue
price or (ii) the current market price of the Common Stock.
LOCK-UP PERIOD: Six months from the closing of the Offering.
REGISTRATION
RIGHTS: The Purchasers will be entitled to (i) unlimited prorated
piggyback registration rights and (ii) commencing six months
from closing, three demand registrations upon demand from
holders of a minimum of 10% of the Special Stock.
CLOSING
CONDITIONS: Closing of the Offering is conditioned upon the acceptance of
the Bally shares for purchase in the Company's cash tender offer
such that, when added to the number of Bally shares owned by the
Company on the date thereof, the total shares would equal at
least a majority of total Bally common shares outstanding.
COMMITMENT
FEES: 1.5% upon commitment for the First Commitment Period (6 weeks)
0.25% per week thereafter for a six Week period
COMMITMENT
MATURITY: Initially, November 2, 1995, extendible to December 15, 1995 at
the option of the Company.
TIMING:
. PRICING September 15, 1995
. CLOSING OF
COMMITMENTS September 20, 1995
USE OF
PROCEEDS: The proceeds of the Offering will be used by the Company to
increase the number of Bally shares included in its cash tender
offer and for working capital purposes. Upon completion of the
Tender Offer, the Company shall own a majority of the
outstanding shares of Bally.
