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Exhibit 10.21    
  


 
  FIRST AMENDMENT TO SECURITY AGREEMENT


        THIS
FIRST AMENDMENT TO SECURITY AGREEMENT ("First Amendment to Agreement") is made and entered into as of October 31, 2001 by and among SHUFFLE MASTER, INC., a Minnesota
corporation, SHUFFLE MASTER OF MISSISSIPPI, INC., a Mississippi corporation and SHUFFLE MASTER INTERNATIONAL LIMITED, a corporation organized under the laws of the country of Barbados
(collectively referred to as "Debtors") and U.S. BANK NATIONAL ASSOCIATION (hereinafter referred to as "Secured Party"). 


R E C I T A L S:  


        A.    Debtors,
as borrowers, and Secured Party, as lender, entered into that certain Credit Agreement dated as of September 30, 1999, as amended by that certain letter
agreement dated September 27, 2000, and as further amended by First Amendment to Credit Agreement dated concurrently herewith (the "Existing Credit Agreement"). 



        B.    Under
the terms of the Existing Credit Agreement, Lender established a reducing revolving line of credit in favor of Debtors in the initial maximum principal amount not
to exceed Ten Million Dollars ($10,000,000.00) (the "Existing Credit Facility"). 


        C.    The
obligations of Debtors to repay principal amounts advanced under the Existing Credit Facility, together with accrued interest thereon, was evidenced by a Revolving
Credit Note dated September 20, 1999 executed by Debtors and payable to the order of Secured Party in a principal amount not to exceed Ten Million Dollars ($10,000,000.00) outstanding at any
one time (the "Existing Note"). 


        D.    Debtors
and Secured Party executed, among other instruments, a Security Agreement dated September 20, 1999 (the "Existing Agreement"), for the purpose, among other
things, of securing payment and performance of the obligations of Debtors under the Existing Credit Agreement and the Existing Note. 


        E.    Debtors
and Secured Party have entered into that certain First Amendment to Credit Agreement which is dated concurrently, or substantially concurrent, herewith (the
"First Amendment to Credit Agreement"), pursuant to which, among other things: (i) the maximum amount available for borrowing under the Existing Credit Facility is increased from Ten Million
Dollars ($10,000,000.00) to Fifteen Million Dollars ($15,000,000.00) (the "Additional Commitment"); (ii) the Maturity Date was extended to October 31, 2003; and (iii) certain
modifications were made to the financial covenants under the Existing Credit Agreement. 


        F.    Debtors
executed and delivered to Secured Party a Revolving Credit Note (First Restated), which is dated concurrently, or substantially concurrent, herewith, in a maximum
principal amount of Fifteen Million Dollars ($15,000,000.00) (the "Restated Note") for the purpose of restating the Existing Note in order to provide, among other things, for the Existing Note, as
restated, to evidence Debtors' obligation to repay amounts advanced under the Existing Credit Facility, as increased by the Additional Commitment, together with accrued interest thereon. 



        G.    Debtors
and Secured Party now wish to amend the Existing Agreement for the purpose, among other things, of: (i) providing notice of the Additional Commitment and
the Restated Note; (ii) confirming that the Existing Agreement secures Debtors' payment and performance under the Restated Note; and (iii) to the extent that Debtors' payment and
performance under the Restated Note may not be secured by the Existing Agreement, amending the Existing Agreement to so secure such payment and performance (collectively, the "Existing Agreement
Modifications"). 





 



        NOW,
THEREFORE, for the purpose, among other things, of: (i) amending the Existing Agreement; and (ii) providing for the Existing Agreement Modifications; all as
hereinafter set forth, and for other good and valuable consideration, the parties hereto do agree as follows: 


        1.    Section 1.03(a)
of the Existing Agreement is hereby amended to read, and is restated in its entirety, as follows: 



        "Section 1.03.    Secured Obligations.    This Agreement secures, and the Collateral is security for, the
following (collectively, the "Secured Obligations"): 



        (a)  Payment
when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including payment of amounts that would become due
but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of: (i) the principal sum which is, at any time, advanced and
unpaid under the Credit Facility (as defined in the Credit Agreement), not to exceed Fifteen Million Dollars ($15,000,000.00) at any one time, all on a revolving line of credit basis;
(ii) interest and other charges accrued on said principal sum, or accrued on interest and other charges then outstanding under the Credit Facility (all including, without limitation, interest
and other charges that would accrue on such obligations, but for the filing of a petition in bankruptcy with respect to any of the Debtors); and (iii) any other obligations of Debtors under the
Revolving Credit Note referred to below; all according to the terms of the Revolving Credit Note (First Restated) dated concurrently, or substantially concurrent, with the First Amendment to
Agreement, which is made by Debtors and is payable to the order of Secured Party according to the tenor and effect of said Revolving Credit Note (First Restated), and all renewals, extensions,
amendments, restatements, replacements, substitutions and other modifications thereof (hereinafter collectively referred to as the "Revolving Credit Note"). 





        2.    All
references herein, and in the Existing Agreement (as amended hereby) to: 



        "Agreement"
shall be to the Existing Agreement as amended by the First Amendment to Agreement. 


        "Credit
Agreement" shall mean the Existing Credit Agreement as amended by the First Amendment to Credit Agreement and as it may hereafter be renewed, extended, amended, restated or
otherwise modified. 




        3.    Except
as set forth herein, the Existing Agreement shall remain unchanged and of full force and effect. 


        4.    This
First Amendment to Agreement may be executed in any number of separate counterparts with the same effect as if the signatures hereto and hereby were upon the same
instrument. All such counterparts shall together constitute one and the same document. 


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        IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agreement as of the day and year first written above. 



	 	 	DEBTORS:
	 	 	 	 
	 	 	SHUFFLE MASTER, INC.,

a Minnesota corporation
	 	 	 	 
	 	 	By	/s/  MARK L. YOSELOFF      

	 	 	Name	Mark L. Yoseloff

	 	 	Title	CEO

	 	 	 	 
	 	 	SHUFFLE MASTER OF MISSISSIPPI, INC.,

a Mississippi corporation
	 	 	 	 
	 	 	By	/s/  MARK L. YOSELOFF      

	 	 	Name	Mark L. Yoseloff

	 	 	Title	CEO

	 	 	 	 
	 	 	SHUFFLE MASTER INTERNATIONAL LIMITED,

a corporation organized under the laws of the Country of Barbados
	 	 	 	 
	 	 	By	/s/  MARK L. YOSELOFF      

	 	 	Name	Mark L. Yoseloff

	 	 	Title	CEO

	 	 	 	 
	 	 	SECURED PARTY:
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By	/s/  RYAN M. STIPE      
 Ryan M. Stipe,

Vice President




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	STATE OF	                      	)	 	 
	 	 	 	 	) ss.
	COUNTY OF	                      	 	 	)





        This
instrument was acknowledged before me on                             , 2001, by
                             as
                             of SHUFFLE MASTER, INC. 



	

 	
 	

 Notary Public





	 	 	 	 	 
	STATE OF	                      	)	 	 
	 	 	 	 	) ss.
	COUNTY OF	                      	 	 	)





        This
instrument was acknowledged before me on                             , 2001, by
                             as
                             of SHUFFLE MASTER OF MISSISSIPPI, INC. 



	

 	
 	

 Notary Public





	 	 	 	 	 
	STATE OF	                      	)	 	 
	 	 	 	 	) ss.
	COUNTY OF	                      	 	 	)





        This
instrument was acknowledged before me on                             , 2001, by
                             as
                             of SHUFFLE MASTER INTERNATIONAL LIMITED. 



	

 	
 	

 Notary Public





	 	 	 	 	 
	STATE OF	                      	)	 	 
	 	 	 	 	) ss.
	COUNTY OF	                      	 	 	)





        This
instrument was acknowledged before me on                             , 2001, by RYAN M. STIPE as Vice
President of SHUFFLE MASTER INTERNATIONAL LIMITED. 



	

 	
 	

 Notary Public




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Exhibit 10.21


FIRST AMENDMENT TO SECURITY AGREEMENT