Contract

Exhibit 10.1

AMENDMENTNO. 1, dated as of April 24, 2006 (this “Amendment No. 1”), to the Credit Agreement dated as of January 25,2006 (the “Credit Agreement”), among SHUFFLEMASTER, INC. (the “Borrower”),Deutsche Bank AG Cayman Islands Branch, as LENDER, DEUTSCHE BANK AG NEW YORKBRANCH, as administrative agent (the “Administrative Agent”)and DEUTSCHE BANK SECURITIES INC. as sole arranger and sole book-runner (the “Arranger”).

A.    Pursuant tothe Credit Agreement, the Lender have extended credit to the Borrower pursuantto the terms and subject to the conditions set forth therein.

B.     TheBorrower has requested that the Lender agree, subject to the conditions andterms set forth in this Amendment No. 1, to amend the definition of “MaturityDate” in the Credit Agreement, as set forth below.

C.     TheRequired Lenders (as defined in the Credit Agreement) are willing to amend theCredit Agreement pursuant to the terms and subject to the conditions set forthherein.

D.    Capitalizedterms used but not defined herein have the meanings assigned to them in theCredit Agreement, as amended hereby.

Accordingly, in consideration of the mutual agreementsherein contained and other good and valuable consideration, the sufficiency andreceipt of which are hereby acknowledged, and subject to the conditions setforth herein, the parties hereto hereby agree as follows:

SECTION 1.   Amendment to Section 2.05.   Section 2.05of the Credit Agreement is hereby deleted in its entirety and replaced with thefollowing:

“The Loan will mature on July 24, 2006.”

SECTION 2.   Amendment to Section 7.11.   Section 7.11of the Credit Agreement is hereby deleted in its entirety and replaced with thefollowing:

“Security, FurtherAssurances, Additional Subsidiaries.   (a) The Borrowerwill use its commercially reasonable efforts to, and will use its commerciallyreasonable efforts to cause each other Credit Party that is a Guarantor(without, in either event, assurance of success) to, cause all amounts owingunder the Loans and all obligations under the related Guaranty to be secured aspromptly as practicable after the Amendment No. 1 Effective Date (including,without limitation, by obtaining all necessary approvals of Mississippi stateregulatory authorities) by (x) a first priority perfected securityinterest in all stock, other equity interests and promissory notes owned by theBorrower and Guarantors, provided that not more than 65% of the totaloutstanding voting stock of any non-U.S. subsidiary of the Borrower shall berequired to be pledged, (y) a first priority perfected security interestin all other tangible and intangible assets (including, without limitation,receivables, contract rights, securities, patents, trademarks, otherintellectual property, inventory, equipment, material owned real estate, butexcluding cash and deposit accounts, leaseholds, vehicles, any property subjectto a valid restriction on assignment or the grant of which would result in theforfeiture of any rights of the Borrower or the Guarantors therein and anyother property for which the cost of obtaining a valid and perfected securityinterest is disproportionate to the value of such collateral) owned by Borrowerand the Guarantors, subject in each case to exceptions to be mutually agreedand otherwise reasonably satisfactory to the Administrative Agent and subjectas to priority to customary permitted liens and (z) the Borrower will, andwill cause the Guarantors to, deliver to the Administrative Agent such opinionsof counsel as may be reasonably requested by the Administrative Agent.Notwithstanding the foregoing, neither the Borrower nor any Guarantor shall berequired to enter into any control agreements or take any other action toperfect a security interest other than the filing of appropriate

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UCC financing statementsand the delivery of certificated securities and instruments included in thecollateral;

(b) the Borrower will, and will cause each of theother Credit Parties that are Guarantors to, at the expense of the Borrower,make, execute, endorse, acknowledge, file and/or deliver to the CollateralAgent from time to time such vouchers, invoices, schedules, confirmatoryassignments, conveyances, financing statements, transfer endorsements, powersof attorney, certificates, reports and other assurances or instruments and takesuch further steps relating to the collateral covered by any of the SecurityDocuments as the Collateral Agent may reasonably require; and

(c)  if any Credit Party acquires or creates aWholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary after thedate of this Agreement, then the Credit Party will give at least five BusinessDays’ notice of the acquisition or creation of such Wholly-Owned DomesticSubsidiary, and such Wholly-Owned Domestic Subsidiary shall execute acounterpart of the Guaranty within five Business Days after becoming a Wholly-OwnedDomestic Subsidiary. In addition, each new Wholly-Owned Domestic Subsidiarythat is required to execute a counterpart of the Guaranty shall execute anddeliver or cause to be executed and delivered, all other relevant documentation(including opinions of counsel) of the type described in Section 8 as suchnew Wholly-Owned Domestic Subsidiary would have had to deliver if such newWholly-Owned Domestic Subsidiary were a Credit Party on the Borrowing Date.

All Security Documents evidencing the securityrequired pursuant to the immediately preceding clause (a) shall bemutually agreed and otherwise in form and substance satisfactory to theAdministrative Agent, and shall effectively create first priority securityinterests in the property purported to be covered thereby, with such exceptionsas are acceptable to the Administrative Agent in its reasonable discretion.

SECTION 3.   Representationsand Warranties.   The Borrower represents and warrants to theAdministrative Agent and to each of the Lenders that:

(a)    ThisAmendment No. 1 has been duly executed and delivered by the Borrower andconstitutes its legal, valid and binding obligation enforceable in accordancewith its terms, except to the extent that the enforceability thereof may belimited by applicable bankruptcy, insolvency, reorganization, moratorium orother similar laws generally affecting creditors’ rights and by equitableprinciples (regardless of whether enforcement is sought in equity or at law).

(b)   Aftergiving effect to this Amendment No. 1, the representations and warrantiesof each Credit Party set forth in the Credit Documents are true and correct in allmaterial respects on and as of the Amendment No. 1 Effective Date, exceptto the extent such representations and warranties expressly relate to anearlier date (in which case such representations and warranties were true andcorrect in all material respects as of such earlier date).

(c)    Immediatelyafter giving effect to this Amendment No. 1, no Default or Event ofDefault has occurred and is continuing.

SECTION 4.   Conditionsto Effectiveness.   This Amendment No. 1 shall becomeeffective on the date on which each of the following conditions is satisfied:

(a)    TheAdministrative Agent (or its counsel) shall have received from each of theRequired Lenders, the Borrower and the Guarantors, a counterpart of thisAmendment No. 1 signed on behalf of such party;

(b)   Allcorporate and other proceedings taken or to be taken in connection with thisAmendment No. 1 and all documents incidental thereto, whether or notreferred to herein, shall be reasonably satisfactory in form and substance tothe Administrative Agent; and

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(c)    Therepresentations and warranties in Section 3 of this Amendment No. 1 shallbe true and correct.

Upon satisfaction of the conditions precedent setforth above, the Administrative Agent shall promptly notify the Borrower, andthe Lenders of its determination that this Amendment No. 1 has becomeeffective which determination shall, absent manifest error, be conclusive andbinding on the Borrower and the Lenders for all purposes.

SECTION 5.   Credit Agreement.   Exceptas expressly set forth herein, this Amendment No. 1 shall not byimplication or otherwise limit, impair, constitute a waiver of, or otherwiseaffect the rights and remedies of the Lenders, the Administrative Agent, theBorrower or any other Credit Party under the Credit Agreement or any otherCredit Document, and shall not alter, modify, amend or in any way affect any ofthe terms, conditions, obligations, covenants or agreements contained in theCredit Agreement or any other Credit Document, all of which are ratified andaffirmed in all respects and shall continue in full force and effect. Nothingherein shall be deemed to entitle the Borrower to any future consent to, orwaiver, amendment, modification or other change of, any of the terms,conditions, obligations, covenants or agreements contained in the CreditAgreement or any other Credit Document in similar or different circumstances.After the Amendment No. 1 Effective Date, any reference to the CreditAgreement shall mean the Credit Agreement as modified hereby, provided that anyreference in the Credit Agreement to the date of the Credit Agreement, asmodified hereby, shall in all instances remain as of January 25, 2006, andreferences in the Credit Agreement to “the date hereof” and “the date of thisAgreement,” and phrases of similar import, shall in all instances be andcontinue to refer to January 25, 2005, and not the date of this Amendment No. 1.This Amendment No. 1 shall constitute a “Credit Document” for all purposesof the Credit Agreement and the other Credit Documents.

SECTION 6.   Governing Law.   THISAMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALLBE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEWYORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT NO. 1 MAY BEBROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THESOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OFNEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AMENDMENT NO. 1, THE BORROWERHEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLYAND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.

SECTION 7.   Counterparts.   ThisAmendment No. 1 may be executed in any number of counterparts and by thedifferent parties hereto on separate counterparts, each of which when soexecuted and delivered shall be an original, but all of which shall togetherconstitute one and the same instrument. A set of counterparts executed by allthe parties hereto shall be lodged with the Borrower and the AdministrativeAgent.

SECTION 8.   Headings.   Theheadings of the several sections and subsections of this Amendment No. 1are inserted for convenience only and shall not in any way affect the meaningor construction of any provision of this Amendment No. 1.

SECTION 9.   Severability.   Anyprovision of this Amendment No. 1 held to be invalid, illegal orunenforceable in any jurisdiction shall, as to such jurisdiction, beineffective to the extent of such invalidity, illegality or unenforceabilitywithout affecting the validity, legality and enforceability of the remainingprovisions hereof; and the invalidity of a particular provision in a particularjurisdiction shall not invalidate such provision in any other jurisdiction. Theparties shall endeavor in good-faith negotiations to replace the invalid,illegal or unenforceable provisions with valid provisions, the economic effectof which comes as close as possible to that of the invalid, illegal orunenforceable provisions.

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IN WITNESS WHEREOF, the parties hereto have caused thisAmendment No. 1 to be duly executed by their respective authorizedofficers as of the day and year first written above.

Shuffle Master, Inc.

 

By:

/s/ PAUL MEYER

 

 

Name:

Paul Meyer

 

 

Title:

President

 

DEUTSCHE BANK AG NEW YORK BRANCH,

 

Individually and as Administrative Agent

 

By:

/s/ STEVEN P. LAPHAM

 

 

Name: Steven P. Lapham

 

 

Title: Managing Director

 

By:

/s/ MARY KAY COYLE

 

 

Name: Mary Kay Coyle

 

 

Title: Managing Director

 

 

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To Approve Amendment No. 1:

DEUTSCHE BANK AG CAYMAN ISLANDS
BRANCH, as a Lender

 

By:

/s/ STEVEN P. LAPHAM

 

 

 

Name: Steven P. Lapham

 

 

Title: Managing Director

 

By:

/s/ MARY KAY COYLE

 

 

 

Name: Mary Kay Coyle

 

 

Title: Managing Director

 

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