STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "AGREEMENT") is made as of
September ____, 2000, among ANCHOR GAMING, a Nevada corporation (the
"COMPANY"), and severally each of the stockholders of the Company listed on
Exhibit A hereto (each a "▇▇▇▇▇▇ PARTY" and collectively, the "▇▇▇▇▇▇
PARTIES").
WHEREAS, each ▇▇▇▇▇▇ Party is the record and beneficial owner of a
certain number of shares of common stock, par value $.01 per share, of the
Company (the "COMMON STOCK") set forth next to such ▇▇▇▇▇▇ Party's name on
Exhibit A hereto (collectively, the "SHARES");
WHEREAS, subject to the terms and conditions specified herein, each of the
▇▇▇▇▇▇ Parties severally wishes to sell to the Company, and the Company wishes
to purchase from the ▇▇▇▇▇▇ Parties, the Shares;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained in this Agreement, the Company and each of the ▇▇▇▇▇▇ Parties
severally and not jointly agrees as follows:
1. PURCHASE AND SALE OF SHARES. Upon the terms and subject to the
conditions set forth in this Agreement, each of the ▇▇▇▇▇▇ Parties agrees to
sell (or cause to be sold) to the Company, and the Company agrees to purchase
from the ▇▇▇▇▇▇ Parties, the Shares set forth next to such ▇▇▇▇▇▇ Party's name
on Exhibit A hereto for the Per Share Purchase Price (as hereafter defined).
The "Per Share Purchase Price" shall be $66.60 per share if the Closing (as
defined in Section 2) is on or before October 16, 2000. If the Closing does not
occur on or before October 16, 2000, but occurs on or before November 6, 2000,
the Per Share Purchase Price shall be increased daily by an amount equal to six
and one-half percent (6 1/2 %) per annum simple interest based on a 360 day
year, calculated daily beginning October 16, 2000 until the Closing Date for
each day the Closing is extended. If the Closing does not occur on or before
November 6, 2000, the Per Share Purchase Price shall be increased daily by an
amount equal to twelve percent (12%) per annum simple interest based on a 360
day year, calculated daily for each day the Closing is extended after November
6, 2000 until the Closing Date.
2. CLOSING; DELIVERIES. The closing of the purchase and sale of the Shares
(the "CLOSING") shall occur at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ or such
other location as the parties hereto may mutually agree. Unless this Agreement
is earlier terminated pursuant to Section 7.1., the Closing shall take place as
promptly as practicable, but no later than five business days following
satisfaction or waiver of the conditions set forth in Section 6.
At the Closing,
(i) each ▇▇▇▇▇▇ Party shall deliver (or cause to be delivered) to the
Company the stock certificates evidencing the Shares set forth opposite such
▇▇▇▇▇▇ Party's name on Exhibit A hereto that are represented by stock
certificates, duly executed or accompanied by stock power(s) duly endorsed in
blank and shall cause the non-certificated Shares set forth opposite such ▇▇▇▇▇▇
Party's name on Exhibit A hereto that are held in the accounts indicated on
Exhibit A, if any, to be transferred by book entry to the account of the
Company.
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(ii) the Company shall pay to each ▇▇▇▇▇▇ Party an amount equal to the
product of (x) the Per Share Purchase Price MULTIPLIED BY (y) the number of
Shares that are being sold to the Company pursuant to this Agreement. With
respect to each of the ▇▇▇▇▇▇ Parties other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, such amount
shall be payable by wire transfer in immediately available funds to an account
or accounts designated at least two business days prior to the Closing Date by
such ▇▇▇▇▇▇ Party in writing to the Company. With respect to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
a portion of such amount shall be payable by the Notes (as hereafter defined),
which Notes shall be executed and delivered at the Closing, and the balance
shall be payable by wire transfer in immediately available funds to an account
or accounts designated at least two business days prior to the Closing Date by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ in writing to the Company. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ agrees that he
will, in connection with his receipt of the Notes, execute for the benefit of
the Company's senior lenders and purchasers of any debt securities issued to
finance the transactions contemplated by the Transaction Documents, a
subordination agreement subordinating his rights under the Notes to the rights
of such lenders and purchasers to the same extent (as nearly as practical) as
the rights of such purchasers are subordinate to those of such senior lenders.
The "Notes" shall mean a promissory note in the principal amount of Sixty One
Million And 00/100 Dollars ($61,000,000), and a promissory note in the principal
amount of Five Million And 00/100 Dollars ($5,000,000), each payable to ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ or his assignee, with interest accruing at eleven percent (11%) per
annum for a twelve (12) month term and substantially in the forms attached
hereto as Exhibit C -1 and Exhibit C-2, respectively (collectively, the
"NOTES"); and
(iii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and the Company shall duly execute and deliver a
Consulting Agreement in substantially the form of Exhibit D hereto (the
"CONSULTING AGREEMENT"), the Nuevo Sol Purchase Agreement (as hereinafter
defined), and the Ourway Assignment (as hereinafter defined).
The date on which the Closing occurs is hereinafter referred to as the
"CLOSING DATE." Upon execution of this Agreement, (x) each of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall deliver to the Company his or her resignation from
the Company's Board of Directors, which resignations shall, by their respective
terms, automatically become effective immediately upon the Closing, and (y)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall duly execute and deliver to the Company his resignation
from the Company's Board of Directors and from his position as chairman of the
board of the Company and as an officer and director of all subsidiaries and
other affiliates of the Company (other than Nuevo Sol Turf Club, Inc., a New
Mexico corporation ("NUEVO SOL"), and Ourway Realty, LLC, a Massachusetts
limited liability company ("OURWAY")), of which ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is an officer
and/or director, which resignations shall, by their terms, automatically become
effective immediately upon the Closing.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to each of the ▇▇▇▇▇▇ Parties as of the date hereof and
as of the Closing Date as follows:
3.1. ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized, validly existing and in good standing under the laws of its state of
incorporation and has all requisite corporate power and authority to enter into
and to carry out and perform its obligations under the Transaction Documents.
For purposes of this Agreement, "TRANSACTION DOCUMENTS" shall mean (a) this
Agreement, (b) the Consulting Agreement and (c) the Notes.
3.2. DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENT; NO
CONFLICT.
3.2.1 The execution, delivery and performance of the
Transaction Documents have been duly authorized by all necessary corporate
action on the part of the Company. This Agreement has
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been, and when executed and delivered the other Transaction Documents will be,
duly executed and delivered by the Company and constitutes, or when executed and
delivered at the Closing will constitute, valid and binding obligations of the
Company, enforceable against it in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws and equitable principles relating to or limiting
creditors' rights generally and limitations on corporate distributions.
3.2.2. The execution, delivery and, subject to obtaining the
consents set forth in Schedule 3.2 hereto, performance by the Company of the
Transaction Documents and the consummation of the transactions contemplated
thereby will not, except in each case where the effect of non-compliance could
not, individually or in the aggregate, reasonably be expected to have a material
adverse effect on the ability of the Company to perform its obligations under
the Transaction Documents, (i) modify, breach or constitute grounds for the
occurrence or declaration of a default under or give rise to a right to
terminate any agreement, license, indenture, undertaking or other instrument to
which the Company is a party or by which it or any of its assets may be bound or
affected, (ii) violate any provision of law or any regulation or any order,
judgment or decree of any court or other agency of government to which the
Company is subject, (iii) violate any provision of the Articles of Incorporation
or By-Laws of the Company, or (iv) result in the creation or imposition of (or
the obligation to create or impose) any liens, mortgages, pledges, charges,
claims or other encumbrances on any of the Company's properties.
3.3. GOVERNMENTAL CONSENT. Except as set forth in Schedule 3.3 hereto,
no consent, approval, authorization, permit, waiver or license of or from,
notification to, or declaration or filing with, any federal, state, local,
municipal, foreign or other governmental body or authority ("GOVERNMENTAL
BODY"), including, without limitation, any consent, approval, authorization,
permit, waiver or license of or from, notification to, or declaration or filing
with, any gaming authority ("GAMING AUTHORITY") in any jurisdiction in which the
Company is licensed to conduct gaming, to conduct parimutual wagering or to
provide gaming, parimutual or lottery equipment or services, or in which the
Company is seeking such a license at the time this Agreement is executed
("GAMING CONSENTS"), on the part of the Company, is required for the execution
and delivery of, or performance of its obligations under, the Transaction
Documents or the purchase of the Shares from the ▇▇▇▇▇▇ Parties pursuant to this
Agreement.
3.4. NO THIRD PARTY DISCUSSIONS. As of the date of execution of this
Agreement, with the exception of the Transaction Documents, the Nuevo Sol
Purchase Agreement and the Ourway Assignment, the Company has not entered into
any written or oral agreements, and is not engaged in any current ongoing
discussions, with any third party regarding any merger, stock exchange,
reorganization or change in control of the Company.
3.5. FINANCING COMMITMENT. The Company has received a commitment letter
from Bank of America N.A. in the form attached as Exhibit E hereto (the
"COMMITMENT LETTER"), which has not been amended, modified or rescinded and is
in full force and effect.
3.6. FINDERS' FEES. Except for ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., Inc., there
is no investment banker, broker, finder or other intermediary that has been
retained by or is authorized to act on behalf of the Company who might be
entitled to any fee or commission upon consummation of the transactions
contemplated by this Agreement or any of the other Transaction Documents
(excluding, in each case, any related financing transactions).
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3.7. SPECIAL COMMITTEE. The transactions contemplated by the
Transaction Documents have been duly authorized by a duly constituted committee
of the board of directors of the Company that was irrevocably vested with the
full power of the board of directors of the Company to negotiate and authorize
the transactions contemplated by the Transaction Documents. No member of such
committee had, at any relevant time, any interest, relationship, agreement or
understanding that causes him not to be independent and disinterested for the
purposes of authorizing the transactions contemplated by the Transaction
Documents.
4. REPRESENTATIONS AND WARRANTIES OF THE ▇▇▇▇▇▇ PARTIES. Each ▇▇▇▇▇▇ Party
hereby as to itself only severally and not jointly represents and warrants to
the Company as of the date hereof and as of the Closing Date as follows:
4.1. ORGANIZATION AND QUALIFICATION. Each such ▇▇▇▇▇▇ Party that is not
an individual is duly organized, validly existing and, if not a trust, in good
standing under the laws of its jurisdiction of organization. Each ▇▇▇▇▇▇ Party
that is not an individual has all requisite power and authority to enter into
and to carry out and perform its obligations under the Transaction Documents to
which it is a party. Each such ▇▇▇▇▇▇ Party that is an individual has full legal
capacity to execute and deliver the Transaction Documents to which it is a party
and to carry out and perform its obligations thereunder.
4.2. DUE EXECUTION, DELIVERY AND PERFORMANCE OF THE AGREEMENT;
NO CONFLICT.
4.2.1. The execution, delivery and performance of the
Transaction Documents have been duly authorized by all necessary action on the
part of each such ▇▇▇▇▇▇ Party. This Agreement has been, and when executed and
delivered the other Transaction Documents will be, duly executed and delivered
by such ▇▇▇▇▇▇ Party that is party thereto and constitutes, or when executed and
delivered at the Closing will constitute, valid and binding obligations of such
▇▇▇▇▇▇ Party that is party thereto, enforceable against such ▇▇▇▇▇▇ Party in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws and equitable
principles relating to or limiting creditors' rights generally. With respect to
each such ▇▇▇▇▇▇ Party that is a trust, the trustee or trustees executing and
delivering this Agreement on behalf of such ▇▇▇▇▇▇ Party constitute all the
trustees of such ▇▇▇▇▇▇ Party.
4.2.2. The execution, delivery and, subject to obtaining the
consents set forth in Schedules 3.3 and 4.3 hereto, the performance by each such
▇▇▇▇▇▇ Party of the Transaction Documents to which it is a party, and the
consummation of the transactions contemplated thereby, will not, to the best of
such ▇▇▇▇▇▇ Party's knowledge, except in each case where the effect of
non-compliance could not, individually or in the aggregate, reasonably be
expected to have a material adverse effect on the ability of such ▇▇▇▇▇▇ Party
to perform its respective obligations under the Transaction Documents to which
it is a party, (i) modify, breach or constitute grounds for the occurrence or
declaration of a default under or give rise to a right to terminate any
agreement, license, indenture, undertaking or other instrument to which such
▇▇▇▇▇▇ Party is a party or by which it or any of its assets may be bound or
affected, (ii) violate any provision of law or any regulation or any order,
judgment or decree of any court or other agency of government to which any such
▇▇▇▇▇▇ Party is subject, (iii) violate any provision of the organizational or
government documents, including, without limitation, any trust agreement, of any
such ▇▇▇▇▇▇ Party, or (iv) result in the creation or imposition of (or the
obligation to create or impose) any liens, mortgages, pledges, charges, claims
or other encumbrances on any of the Shares of any such ▇▇▇▇▇▇ Party.
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For purposes of this Section 4.2.2., "to the best of such ▇▇▇▇▇▇
Party's knowledge" means to the actual knowledge of those individuals set forth
next to the name of each ▇▇▇▇▇▇ Party listed on Exhibit A hereto, solely with
respect to such individual's knowledge of that particular ▇▇▇▇▇▇ Party and
without any obligation on such individual's part to investigate into any such
matters.
4.3. GOVERNMENTAL CONSENT. Except as set forth in Schedule 3.3 or 4.3
hereto , no consent, approval, authorization, permit, waiver or license of or
from, notification to, or declaration or filing with, any Governmental Body on
the part of any such ▇▇▇▇▇▇ Party is required for the execution and delivery of
the Transaction Documents to which it is a party or the sale of the Shares by
such ▇▇▇▇▇▇ Party to the Company pursuant to this Agreement.
4.4. OWNERSHIP OF SHARES. Each such ▇▇▇▇▇▇ Party is the sole record
owner and each such ▇▇▇▇▇▇ Party or such ▇▇▇▇▇▇ Party's immediate family members
are the sole beneficial owners of the Shares as are set forth opposite such
▇▇▇▇▇▇ Party's name on Exhibit A hereto, free and clear of any mortgage,
security interest, pledge, hypothecation, assignment, deposit arrangement, lien,
charge, preference, priority or other security agreement, option, warrant,
attachment, right of first refusal, preemptive right, conversion, put, call or
other claim or right, restriction on transfer, or preferential arrangement of
any kind or nature whatsoever (including, without limitation, any restriction on
the transfer of any assets, any conditional sale or other title retention
agreement, any financing lease involving substantially the same economic effect
as any of the foregoing and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction) (collectively,
"Encumbrances"). At the Closing, such ▇▇▇▇▇▇ Party will deliver (or cause to be
delivered) to the Company valid, good and marketable title to the Shares being
sold by such ▇▇▇▇▇▇ Party to the Company, free and clear of all Encumbrances.
Other than the irrevocable proxy granted by each ▇▇▇▇▇▇ Party (other than
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇) to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, which proxy each ▇▇▇▇▇▇ Party agrees
will be cancelled effective as of the Closing Date, none of the Shares being
sold by any such ▇▇▇▇▇▇ Party to the Company hereunder is subject to any voting
agreement or other contract, agreement, arrangement, commitment or understanding
restricting the voting, dividend rights, transfer or other disposition of such
Shares.
4.5. FINDERS' FEES. There is no investment banker, broker, finder or
other intermediary that has been retained by or is authorized to act on behalf
of any such ▇▇▇▇▇▇ Party who might be entitled to any fee or commission upon
consummation of the transactions contemplated by this Agreement or any of the
other Transaction Documents.
4.6. INFORMATION. Each such ▇▇▇▇▇▇ Party has received certain
information concerning the business, properties, prospects and financial
condition of the Company and has had an opportunity to request and receive
additional information from the Company as desired in order to evaluate the
merits and risks of entering into this Agreement.
5. COVENANTS. Each ▇▇▇▇▇▇ Party severally and not jointly covenants and
agrees with the Company as set forth below:
5.1. REGULATORY APPROVAL. The Company shall file, as soon as
practicable after the date of this Agreement, all material notices, reports and
other documents required to be filed with any Governmental Body on behalf of the
Company, and shall use its best efforts to obtain any necessary consents or
approvals with respect to the transactions contemplated by the Transaction
Documents, and to submit promptly any additional information requested by any
such Governmental Body or Gaming Authority, and
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shall cooperate in any investigations or inquiries conducted by any such
Governmental Body or Gaming Authority with respect to any notices, reports or
other documents filed with such Governmental Body or Gaming Authority in
connection with the transactions contemplated by the Transaction Documents. The
Company will advise the ▇▇▇▇▇▇ Parties of any Gaming Consents that are required
on behalf of any of the ▇▇▇▇▇▇ Parties to consummate the purchase of the Shares
hereunder. At the request of any ▇▇▇▇▇▇ Party, and contingent upon such ▇▇▇▇▇▇
Party promptly providing any necessary information, the Company will prepare and
file any notice, report, application or other document required on behalf of
such ▇▇▇▇▇▇ Party to consummate the purchase of the Shares hereunder. All
requests for information from the Company to any ▇▇▇▇▇▇ Party in connection with
the Gaming Consents shall be made by the Company in writing to such ▇▇▇▇▇▇ Party
and in accordance with Section 9.2 of this Agreement.
Each ▇▇▇▇▇▇ Party shall use its best efforts to file, as soon as
practicable after the date of this Agreement, all notices, reports and other
documents required to be filed with any Governmental Body (other than Gaming
Consents), on behalf of such ▇▇▇▇▇▇ Party, with respect to the transactions
contemplated by the Transaction Documents. Each ▇▇▇▇▇▇ Party shall cooperate
with the Company in obtaining the Gaming Consents, submit promptly any
additional information requested by any Governmental Body or Gaming Authority,
and shall cooperate in any investigations or inquiries conducted by any
Governmental Body or Gaming Authority with respect to any notices, reports or
other documents filed with such Governmental Body or Gaming Authority in
connection with the transactions contemplated by the Transaction Documents.
The Company and each ▇▇▇▇▇▇ Party shall (A) give the other parties
hereto prompt notice of the commencement of any action, suit, litigation,
arbitration, proceeding or investigation ("LEGAL PROCEEDING") by or before any
court or Governmental Body with respect to the transactions contemplated by this
Agreement, and (B) keep the other parties informed as to the status of any such
Legal Proceeding.
5.2. FINANCING. The Company shall use its best efforts, as soon as
practicable after the date of this Agreement, to diligently pursue and obtain
the financing necessary to consummate the transactions contemplated by this
Agreement, from Bank of America or otherwise, on the terms set forth in the
Commitment Letter, or upon such other terms and conditions as are, in the
Company's good faith judgment, no less favorable to the Company than those set
forth in the Commitment Letter.
5.3. STANDSTILL. For a period of two years from the date of this
Agreement, unless specifically invited in writing by the Company, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ will not in any manner: (a) effect or seek, offer or propose to effect
(whether publicly or otherwise), (i) any acquisition of any securities (or
beneficial ownership thereof) in excess of an aggregate of 5% of the number of
shares of common stock of the Company outstanding at the time of acquisition
thereof by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or any assets of the Company or any of its
subsidiaries, (ii) any tender or exchange offer, merger or other business
combination involving the Company or any of its subsidiaries, (iii) any
recapitalization, restructuring, liquidation, dissolution or other extraordinary
transaction with respect to the Company or any of its subsidiaries, or (iv) any
"solicitation" of "proxies" (as such terms are used in the proxy rules of the
Securities and Exchange Commission) or consents to vote any voting securities of
the Company; (b) join a "group" (as defined under the under the Securities
Exchange Act of 1934, as amended) with respect to the Company to effect or seek,
offer or propose to effect any of the actions specified in (a) above (except
that this clause will not prohibit acquisition by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of an
aggregate of 5% or less of the number of shares of common stock of the Company
outstanding at the time of acquisition thereof by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇); or (c)
take any action that would require the Company to make a public announcement
regarding any of the types of matters set forth in (a) above. During such
period, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ will not request the Company (or its directors,
officers,
6
employees or agents) to amend or waive any provision of this Section
5.2 (including, without limitation, this sentence).
5.4. INTENTIONALLY DELETED.
5.5. INTENTIONALLY DELETED.
5.6. PROXIES. Each ▇▇▇▇▇▇ Party covenants and agrees for the benefit of
each other ▇▇▇▇▇▇ Party that effective as of the Closing, the proxy granted by
such ▇▇▇▇▇▇ Party in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ existing as of the date hereof
will be cancelled and made of no further force or effect without action on the
part of any ▇▇▇▇▇▇ Party.
5.7. FURTHER ASSURANCES. Each party hereto, at the request of any other
party hereto, shall execute and deliver (or cause to be executed and delivered)
such other instruments and do and perform (or cause to be done and performed)
such other acts and things (including, without limitation, all actions
reasonably necessary, proper or advisable to seek and obtain any and all
consents, approvals, authorizations, permits, waivers and licenses of any
Governmental Body, as may be necessary or desirable to consummate the
transactions contemplated by the Transaction Documents. Without limiting the
generality of the foregoing, each ▇▇▇▇▇▇ Party agrees that it will not vote any
of the Shares owned or held by it or with respect to which such ▇▇▇▇▇▇ Party has
voting power, whether by written consent or otherwise, to delay, impair, impede,
hinder or prevent the consummation of the transactions contemplated hereby.
5.8. INDEMNIFICATION.
(a) The indemnification provisions of the Restated Articles of
Incorporation and By-Laws of the Company as in effect on the date hereof shall
not be amended, repealed or otherwise modified in any manner that would
adversely affect the rights thereunder of any ▇▇▇▇▇▇ Party who on the date
hereof is a director, officer, employee or agent of the Company. In addition,
the Company acknowledges and affirms its continuing obligation to honor, in
accordance with their respective terms, each of the indemnification agreements
of each ▇▇▇▇▇▇ Party that is a party to such an agreement as of the date hereof,
including, without limitation, the Indemnification Agreement between the Company
and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ dated September, 1994, the Indemnification Agreement
between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated August 14, 1995, and the
Indemnification Agreement between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ dated
September, 1994.
(b) Notwithstanding the Closing, and regardless of any investigation made
at any time by or on behalf of any ▇▇▇▇▇▇ Party or any information that any
▇▇▇▇▇▇ Party may have, the Company agrees to indemnify, save and hold each
▇▇▇▇▇▇ Party harmless against, to the extent permissible by Nevada law, any
costs or expenses (including attorneys' fees), claims, demands, actions, suits
and proceedings, judgments, fines (including attorneys' fees), losses,
liabilities or damages, and any amounts paid in settlement, directly or
indirectly arising out of, relating to or in connection with (i) any breach by
the Company of any surviving representation, warranty, covenant or agreement of
the Company contained in this Agreement, or (ii) the transactions contemplated
by this Agreement; provided, however, that the Company shall not indemnify any
▇▇▇▇▇▇ Party against claims by any other ▇▇▇▇▇▇ Party or indemnify a ▇▇▇▇▇▇
Party against its own breach of this Agreement.
(c) Notwithstanding the Closing, and regardless of any investigation made
at any time by or on behalf of the Company or any information that the Company
may have, each ▇▇▇▇▇▇ Party severally and not jointly, agrees to indemnify, save
and hold the Company harmless against any costs or expenses (including
7
attorneys' fees), claims, demands, actions, suits and proceedings, judgments,
fines (including attorneys' fees), losses, liabilities or damages, and any
amounts paid in settlement, directly or indirectly arising out of, relating to
or in connection with any breach made solely by such ▇▇▇▇▇▇ Party of any
surviving representation, warranty, covenant or agreement made solely by such
▇▇▇▇▇▇ Party contained in this Agreement.
5.8.1. Intentionally Deleted.
5.8.2. All expenses, including all attorneys' fees, of the
▇▇▇▇▇▇ Parties incurred and subject to this Section 5.8. shall be paid by the
Company as they are incurred and in advance of the final disposition of the
action, suit or proceeding.
5.8.3. Each ▇▇▇▇▇▇ Party claiming indemnification under
Section 5.8(b) ("Claimant") shall provide the Company notice of any such claims
of liability with reasonable promptness, and the Company, at its election, shall
have the right of defense in such proceedings, by counsel of its own choosing,
at the Company's expense. The failure of any Claimant to give such notice shall
not relieve the Company from any liability which it may have to the Claimant
under Section 5.8(b), except to the extent of actual prejudice suffered by the
Company on account of such failure. Claimant shall cooperate fully in all
respects with the Company in any such defense. If the Company does not notify
Claimant within ten (10) days of Claimant's notice to the Company of a potential
claim that the Company will defend the same, or should the Company fail to file
any answer or other pleading at least five (5) days before the same is due,
Claimant may defend or settle such claim or action at the Company's sole cost
and expense in such manner as Claimant deems appropriate, in its sole
discretion. If the Company so notifies Claimant concurrently with the Company's
notice of election to defend, the Company may defend, but not settle, a claim
without waiving its right to assert that such claim is not subject to th
indemnification in Section 5.8(b). If the Company elects to defend a claim,
Claimant may, at the Company's expense, participate in such matter with counsel
of Claimant's own choosing.
5.8.4. In the event that the Company or any of its successors
or assigns (i) consolidates with or merges into any other person and shall not
be the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers all or substantially all of its properties and assets
to any person, then and in each such case, proper provisions shall be made so
that the successors and assigns of the Company shall assume the obligations of
the Company set forth in this Section 5.8.
5.8.5. For a period of six years after the Closing Date, the
Company shall cause to be maintained in effect the current policies of
directors' and officers' liability insurance maintained by the Company and its
subsidiaries (provided that the Company may substitute therefor policies of at
least the same coverage and amounts containing terms and conditions that are no
less advantageous to the current directors and officers) with respect to matters
arising on or before the Closing Date.
5.8.6. The Company shall pay all reasonable expenses,
including reasonable attorneys' fees, that may be incurred by any ▇▇▇▇▇▇ Party
in enforcing the indemnity and other obligations provided in this Section 5.8.
5.8.7. The rights of each ▇▇▇▇▇▇ Party hereunder shall be in
addition to, and not in limitation of, any other rights such ▇▇▇▇▇▇ Party may
have or hereafter acquire, including, without limitation, under the charter or
bylaws of the Company, any indemnification agreement, under applicable law or
otherwise.
8
5.8.8. The obligations of the Company in this Section 5.8 .
shall survive the Closing, shall continue indefinitely and shall inure to the
benefit of the ▇▇▇▇▇▇ Parties' and their respective heirs, executors,
administrators, successors and assigns.
6. CONDITIONS TO THE CLOSING.
6.1. CONDITIONS TO THE COMPANY'S OBLIGATIONS AT THE CLOSING. The
Company's obligation to purchase the Shares of any ▇▇▇▇▇▇ Party at the Closing
is subject to the satisfaction (or waiver by the Company), on or prior to the
Closing, of the following conditions:
6.1.1. REPRESENTATIONS AND WARRANTIES TRUE. The representations
and warranties of each ▇▇▇▇▇▇ Party set forth in Section 4 hereof shall be true
and correct in all material respects (if not qualified by materiality) and in
all respects (if qualified by materiality) (i) as of the date hereof and (ii) as
of the Closing Date as if made on such date (provided that in the cases of
clauses (i) and (ii), any such representation and warranty made as of a specific
date shall be true and correct in all material respects (if not qualified by
materiality) and in all respects (if qualified by materiality) on and as of such
specific date).
6.1.2. PERFORMANCE OF OBLIGATIONS. Such ▇▇▇▇▇▇ Party shall
have performed in all material respects all covenants and obligations herein
required to be performed or observed by such ▇▇▇▇▇▇ Party on or prior to the
Closing.
6.1.3. CONSENTS, PERMITS, AND WAIVERS. On or prior to the
Closing Date, the Company shall have filed and obtained any and all consents,
approvals, authorizations, permits, licenses and waivers required to be obtained
by the Company for consummation of the transactions contemplated by this
Agreement and the other Transaction Documents.
6.1.4. ABSENCE OF RESTRAINT. No order to restrain, enjoin or
otherwise prevent the consummation of the transactions contemplated hereby shall
have been entered by any court or Governmental Body and not rescinded or
overturned. No litigation instituted by any Governmental Body shall be pending
to restrain or invalidate any material part of the transactions contemplated by
this Agreement.
6.1.5. FAIRNESS AND SOLVENCY OPINIONS. The Company shall have
received a fairness opinion and a solvency opinion from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ &
▇▇▇▇▇ Financial Advisors, Inc., or from another investment banking firm
reasonably acceptable to the Company, in each case in form and substance
reasonably acceptable to the Company and effective as of the Closing Date.
6.1.6. FINANCING. The Company shall have obtained financing,
from Bank of America or otherwise, in an aggregate principal amount of not less
than $250,000,000.00 on the terms set forth in the Commitment Letter, or upon
such other terms and conditions as are, in the Company's good faith judgment, no
less favorable to the Company than those set forth in the Commitment Letter.
6.1.7. BOARD RESIGNATION. The resignations of ▇▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ from the Company's Board of Directors shall have
been delivered to the Company to become effective on the Closing Date.
6.1.8. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ RESIGNATIONS. The resignation of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ from the Company's Board of Directors and from his position as
chairman of the board of the Company and as an officer and director of all
subsidiaries and other affiliates of the Company (other than Nuevo Sol and
Ourway)
9
of which ▇▇▇▇▇▇ is an officer and/or director shall have been delivered
to the Company to become effective on the Closing Date.
6.1.9. CONSULTING AGREEMENT. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall have
executed and delivered to the Company a copy of the Consulting Agreement, which
shall be in full force and effect.
6.1.10. NUEVO SOL AND OURWAY PURCHASE AGREEMENTS. ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ or his assignee and the Company shall have executed and delivered that
certain Asset Purchase Agreement of even date herewith between the Company and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or his assignee regarding the purchase of all the assets of
Nuevo Sol, in a form agreed to by both parties ("NUEVO SOL PURCHASE AGREEMENT"),
and that certain Assignment of Membership Interests of even date herewith
between the Company and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or his assignee regarding the purchase
of the Company's membership interest in Ourway, in a form agreed to by both
parties ("OURWAY ASSIGNMENT"), each of which shall be in full force and effect.
6.2. CONDITIONS TO OBLIGATIONS OF THE ▇▇▇▇▇▇ PARTIES. The
obligation of each ▇▇▇▇▇▇ Party to sell the Shares set forth opposite such
▇▇▇▇▇▇ Party's name on Exhibit A at the Closing is subject to the satisfaction
(or waiver by such ▇▇▇▇▇▇ Party), on or prior to the Closing, of the following
conditions:
6.2.1. REPRESENTATIONS AND WARRANTIES TRUE. The
representations and warranties of the Company set forth in Section 3 hereof
shall be true and correct in all material respects (if not qualified by
materiality) and in all respects (if qualified by materiality) (i) as of the
date hereof and (ii) as of the Closing Date as if made on such date (provided
that in the cases of clauses (i) and (ii), any such representation and warranty
made as of a specific date shall be true and correct in all material respects
(if not qualified by materiality) and in all respects (if qualified by
materiality) on and as of such specific date).
6.2.2. PERFORMANCE OF OBLIGATIONS. The Company shall have
performed in all material respects all covenants and obligations herein required
to be performed or observed by it on or prior to the Closing.
6.2.3. CONSENTS, PERMITS, AND WAIVERS. On or prior to the
Closing Date, the Company shall have filed and obtained any and all consents,
approvals, authorizations, permits and waivers required to be obtained on behalf
of such ▇▇▇▇▇▇ Party for consummation of the transactions contemplated by this
Agreement and the other Transaction Documents.
6.2.4. ABSENCE OF RESTRAINT. No order to restrain, enjoin or
otherwise prevent the consummation of the transactions contemplated hereby shall
have been entered by any court or Governmental Body and not rescinded or
overturned. No litigation instituted by any Governmental Body shall be pending
to restrain or invalidate any material part of the transactions contemplated by
this Agreement.
6.2.5. CONSULTING AGREEMENT. With respect to the obligations
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Company shall have executed and delivered to ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇ a copy of the Consulting Agreement, which shall be in full force and
effect.
6.2.6. NUEVO SOL AND OURWAY PURCHASE AGREEMENTS. With respect
to the obligations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Company shall have executed and
delivered to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ the Nuevo Sol Purchase Agreement and the Ourway
Assignment, each of which shall be in full force and effect.
7. TERMINATION.
10
7.1. TERMINATION. The obligations of the parties contained herein
relating to the sale and purchase of the Shares may be terminated at any time
prior to the Closing Date:
7.1.1. By the Company or any ▇▇▇▇▇▇ Party (but only with
respect to such ▇▇▇▇▇▇ Party) if the Closing shall not have occurred on or
before December 15, 2000.
7.1.2. By mutual agreement of the Company and the ▇▇▇▇▇▇
Parties or by mutual agreement of the Company and any one ▇▇▇▇▇▇ Party (but only
with respect to such ▇▇▇▇▇▇ Party).
7.1.4. By either the Company or any ▇▇▇▇▇▇ Party (but only
with respect to such ▇▇▇▇▇▇ Party) if any court or Governmental Body shall have
issued an injunction, order or decree (a "RESTRAINT") or taken any other action
permanently enjoining, restraining or otherwise preventing the consummation of
the transactions contemplated by this Agreement and such Restraint or other
action shall become final and non-appealable, provided the party seeking to
terminate this Agreement shall have used its best efforts to prevent entry of
and to remove such Restraint.
7.1.5. By the Company if any ▇▇▇▇▇▇ Party (but only with
respect to such ▇▇▇▇▇▇ Party) shall have breached or failed to perform in any
material respect any representation, warranty, covenant or agreement contained
in this Agreement on the part of such ▇▇▇▇▇▇ Party and such ▇▇▇▇▇▇ Party has not
cured such breach or failure within five business days following notification
thereof by the Company or is not using its reasonable efforts to cure such
breach after such notification.
7.1.6. By any ▇▇▇▇▇▇ Party (but only with respect to such
▇▇▇▇▇▇ Party) if the Company shall have breached or failed to perform in any
material respect any representation, warranty, covenant or agreement contained
in this Agreement on the part of the Company and the Company has not cured such
breach or failure within five business days following notification thereof by
such ▇▇▇▇▇▇ Party or is not using its reasonable efforts to cure such breach
after such notification.
7.2. EFFECT OF TERMINATION. In the event of the termination of this
Agreement pursuant to Section 7.1., this Agreement shall become void and have no
effect with respect to those parties terminating the Agreement, without any
liability on the part of any such party or its directors, officers or
stockholders, except that each party hereto shall remain liable for its breaches
of this Agreement prior to its termination. Notwithstanding the foregoing,
nothing in this Section 7.2. shall relieve any party to this Agreement of
liability for fraud in connection with this Agreement or relieve the Company of
any obligations to any ▇▇▇▇▇▇ Parties not terminating the Agreement.
8. FEES AND EXPENSES. All costs and expenses incurred in connection with
this Agreement and the consummation of the transactions contemplated hereby
shall be paid by the party incurring such expenses.
9. MISCELLANEOUS.
9.1. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENT.
Notwithstanding any investigation made by any party to this Agreement, the
representations and warranties made by the Company and each ▇▇▇▇▇▇ Party in this
Agreement shall not survive the Closing (other than the representations and
warranties of the ▇▇▇▇▇▇ Parties contained in Section 4.4., and the
representations and warranties of the Company contained in each of Sections 3.4.
and 3.7., which shall survive indefinitely), and in each case shall thereafter
be of no further force or effect, except in the case of fraud in connection with
this Agreement. All
11
covenants and agreements contained in this Agreement shall survive the Closing
Date in accordance with their terms, including, without limitation, the
indemnification of the ▇▇▇▇▇▇ Parties by the Company in Section 5.8.
9.2. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed by first-class registered or
certified airmail, or nationally recognized overnight express courier postage
prepaid, or by facsimile, and shall be deemed given on the first business day
delivery is attempted or upon receipt, whichever is sooner (or upon facsimile
confirmation) and shall be delivered as follows:
if to the Company, to:
Anchor Gaming
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
with a copy to:
Irell & ▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
if to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
if to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, EFJ Investments
LP, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust UA 03-20-98 Bryce ▇▇▇▇▇ ▇▇▇▇▇,
or ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust UA 03-20-98 ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
to such party's address as set forth on Exhibit B, with a copy
to:
▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
12
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
if to ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to such party's address as set
forth on Exhibit B, with a copy to:
Art ▇▇▇▇▇, Esq.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
if to any ▇▇▇▇▇▇ Party other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, EFJ Investments LP,
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust UA 03-20-98 Bryce ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust UA 03-20-98 ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
or ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, to such party's address as set forth
on Exhibit B.
9.3. ADJUSTMENTS. In the event of any change in the Common Stock by reason
of a stock dividend, split-up, recapitalization, combination, conversion,
exchange of shares or other similar change in the corporate or capital structure
of the Company, the type and number of shares or securities subject to various
provisions of this Agreement (and the per share price of such shares or
securities) shall be adjusted appropriately, so that the Company's and the
▇▇▇▇▇▇ Parties' rights under this Agreement shall be preserved as nearly as
practicable.
9.4. ASSIGNABILITY AND ENFORCEABILITY. This Agreement shall be binding on
and enforceable by the parties and their respective successors and permitted
assigns. No party may assign or delegate any of its rights, benefits,
obligations or duties under this Agreement to any person or entity without the
prior written consent of the other parties hereto, except that any ▇▇▇▇▇▇ Party
may assign its rights (but not delegate any duties) under this Agreement to a
family limited partnership or trust established for the benefit of such ▇▇▇▇▇▇
Party or his or her family or to any wholly owned affiliate of such ▇▇▇▇▇▇
Party. No such assignment or delegation shall relieve the Company or any ▇▇▇▇▇▇
Party, as the case may be, of its obligations or duties under this Agreement.
9.5. AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of
this Agreement shall be binding on any party unless consented to in writing by
such party. No waiver of any provision of this Agreement shall be construed as a
waiver of any other provision nor shall any waiver constitute a continuing
waiver unless otherwise expressly provided. No provision of this Agreement shall
be deemed waived by a course of conduct, including, without limitation, the act
of Closing, unless such waiver is in writing signed by all parties and stating
specifically that it was intended to modify this Agreement.
9.6. ENTIRE AGREEMENT. This Agreement, the other Transaction Documents,
the Nuevo Sol Purchase Agreement and the Ourway Assignment, including, without
limitation, the Schedules and Exhibits and any agreements or documents referred
to herein or therein or executed contemporaneously herewith or therewith,
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior written agreements, understandings,
negotiations and discussions and all prior and contemporaneous oral agreements,
understandings, negotiations and discussions. There are no conditions,
covenants, agreements, representations, warranties or other provisions, express
or implied, collateral or otherwise, relating to the subject matter hereof
except as herein provided.
13
9.7. HEADINGS. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed to
be part of this Agreement.
9.8. SEVERABILITY. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
9.9. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada, without regard to the
choice of law provisions thereof.
9.10. CONSTRUCTION. The parties hereto agree that ambiguities in this
Agreement, if any, shall not be construed strictly or in favor of or against any
party hereto but rather shall be given a fair and reasonable construction
without regard to the rule of construction that any ambiguity shall be resolved
against the drafting party.
9.11. SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, it is agreed that the parties hereto shall be entitled to
an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the United
States or any state having jurisdiction, this being in addition to any other
remedy to which they are entitled at law or in equity.
9.12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.
14
9.13. ▇▇▇▇▇▇ PARTY SEVERABILITY. Notwithstanding anything to the contrary
herein, each and every representation, warranty, covenant, obligation,
agreement, duty and other provision of this Agreement relating to a certain
▇▇▇▇▇▇ Party shall be several with respect to such ▇▇▇▇▇▇ Party, as though this
Agreement were made solely between the Company and such certain ▇▇▇▇▇▇ Party.
Without limiting the generality of the foregoing, any breach, default or
termination of this Agreement by any one ▇▇▇▇▇▇ Party shall have no effect on
any other ▇▇▇▇▇▇ Party and each representation and warranty of any ▇▇▇▇▇▇ Party
will be made with respect only to such ▇▇▇▇▇▇ Party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
ANCHOR GAMING
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
▇▇▇▇▇▇ PARTIES:
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
[SIGNATURE PAGE CONTINUES]
15
[SIGNATURE PAGE CONTINUED]
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ FAMILY LIMITED PARTNERSHIP
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
[SIGNATURE PAGE CONTINUES]
16
[SIGNATURE PAGE CONTINUED]
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 GRANTOR
RETAINED ANNUITY TRUST #1
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 GRANTOR
RETAINED ANNUITY TRUST #1
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
EFJ INVESTMENTS LP
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ TRUST
UA 03-20-98
BRYCE ▇▇▇▇▇ ▇▇▇▇▇
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ TRUST
UA 03-20-98
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
By:
----------------------------
Name:
---------------------------
Title:
--------------------------
17
EXHIBIT A
LIST OF ▇▇▇▇▇▇ PARTIES
STOCKHOLDER INDIVIDUAL NUMBER OF SHARES TO BE SOLD
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 3,200,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 225,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 206,200
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 60,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 112,000
▇▇▇▇▇▇▇ Family Limited ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 100,000
Partnership
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 9,000
Grantor Retained
Annuity Trust #1
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 9,000
Grantor Retained
Annuity Trust #2
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 230,000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 220,000
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 177,480
EFJ Investments L.P. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 45,000
as Trustee of EFJ
Management Trust,
General Partner
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 1,260
Trust UA 03-20-98 as Trustee
Bryce ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 1,260
Trust UA 03-20-98 as Trustee
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
TOTAL 4,596,200
---------
18
EXHIBIT B
ADDRESSES OF ▇▇▇▇▇▇ PARTIES
▇▇▇▇▇▇ PARTY ADDRESS
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ c/o Anchor Gaming
▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
EFJ Investments LP ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust UA ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
03-20-98 Bryce ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Trust UA ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇-▇▇-▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Family Limited c/o ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 c/o ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Grantor Retained Annuity ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Trust #1
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1999 Grantor c/o ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Retained Annuity Trust #2 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
19
EXHIBIT C -1
PROMISSORY NOTE
20
EXHIBIT C -2
PROMISSORY NOTE
21
EXHIBIT D
CONSULTING AGREEMENT
22
EXHIBIT E
COMMITMENT LETTER
23
SCHEDULE 3.2
COMPANY CONSENTS
(i) Any and all consents required by the Company's Senior Credit
Facility with Bank of America as lead bank.
(ii) All consents set forth on Schedule 3.3
24
SCHEDULE 3.3
COMPANY GOVERNMENTAL CONSENTS
25
SCHEDULE 4.3
▇▇▇▇▇▇ PARTY GOVERNMENTAL CONSENTS
26
THIS DOCUMENT IS REALLY VERSION 13 - WHICH IS FINAL VERSION
HOWEVER FOOTER WAS MANUALLY MODIFIED BECAUSE OF MINOR CHANGES AND SLIP PAGES
AGREED UPON ON 9/23/00.
DO NOT USE COMPUTER NAMED VERSION V12 AS FINAL
COMPUTER NAMED VERSION V12 IS FINAL VERSION
27
