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Exhibit 10.20    
  


 
  FIRST AMENDMENT TO CREDIT AGREEMENT


        THIS
FIRST AMENDMENT TO CREDIT AGREEMENT ("First Amendment") is made and entered into as of the 31st day of October, 2001, by and among SHUFFLE MASTER, INC., a
Minnesota corporation ("SMI Minn"), SHUFFLE MASTER OF MISSISSIPPI, INC., a Mississippi corporation ("SMI Miss") and SHUFFLE MASTER INTERNATIONAL LIMITED, a corporation organized under the laws
of the country of Barbados ("SMIL" and together with SMI Minn and SMI Miss, collectively the "Borrowers") and U.S. BANK NATIONAL ASSOCIATION (herein together with its successors and
assigns the "Lender"). 


R E C I T A L S:  


        WHEREAS: 


        A.    Borrowers
and Lender entered into a Credit Agreement dated as of September 30, 1999, as amended by that certain letter agreement dated September 27, 2000
(the "Existing Credit Agreement") for the purpose of establishing a revolving line of credit in favor of Borrowers, up to the maximum principal amount of Ten Million Dollars ($10,000,000.00). 



        B.    For
the purpose of this First Amendment, all capitalized words and terms not otherwise defined herein shall have the respective meanings and be construed herein as
provided in Section 1.01 of the Existing Credit Agreement and any reference to a provision of the Existing Credit Agreement shall be deemed to incorporate that provision as a part hereof, in
the same manner and with the same effect as if the same were fully set forth herein. 


        C.    Borrowers
desire to amend the Existing Credit Agreement for the following purposes: 



        (i)    increasing
the Aggregate Commitment to Fifteen Million Dollars ($15,000,000.00); 


        (ii)  deleting
the DSC Ratio and Adjusted DSC Ratio Requirements set forth in Sections 6.03 and 6.04, respectively, of the Existing Credit Agreement; 


        (iii)  adding
a Fixed Charge Coverage Ratio Requirement of no less than 1.10 to 1.00; and 


        (iv)  extending
the Maturity Date to October 31, 2003, as may be further extended from time to time in accordance with the provisions set forth in Section 2.13
of the Existing Credit Agreement. 




        D.    Lender
has agreed to make the amendments set forth in the preceding recital paragraph subject to the terms, conditions and provisions set forth in this First Amendment. 


        NOW,
THEREFORE, in consideration of the foregoing and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do agree to
the amendments and modifications to the Existing Credit Agreement in each instance effective as of the First Amendment Effective Date, as specifically hereinafter provided as follows: 



        1.    Definitions.    Section 1.01 of the Existing Credit Agreement entitled "Definitions" shall be and is
hereby amended to include the following definitions. Those terms which are currently defined by Section 1.01 of the Existing Credit Agreement and which are also defined below shall be
superseded and restated by the applicable definition set forth below: 


        "Aggregate
Commitment" shall mean reference to the aggregate amount committed by Lender for advance to or on behalf of Borrowers as Borrowings under the Credit Facility in the principal
amount of Fifteen Million Dollars ($15,000,000.00) subject to the additional reductions and/or limitations for advance as set forth or incorporated in the definition of Maximum Permitted Balance. 


        "Capital
Expenditures" shall mean, for any period, without duplication, the aggregate of all expenditures (whether paid in cash or accrued as liabilities during that period and including
Capitalized Lease Liabilities) by a Borrower or the Borrower Consolidation, as the context may require, during 





 




such period that, in conformity with GAAP, are required to be included in or reflected by the property, plant or equipment or similar fixed or capital asset accounts reflected in the balance sheet of
a Borrower or the Borrower Consolidation, as the context may require (including equipment which is purchased simultaneously with the trade-in of existing equipment owned by Borrower or the
Borrower Consolidation, as the context may require, to the extent of (a) the gross amount of such purchase price less (b) the cash proceeds of trade-in credit of the
equipment being traded in at such time), but excluding capital expenditures made in connection with the replacement or restoration of assets, to the extent reimbursed or refinanced from insurance
proceeds paid on account of the loss of or damage to the assets being replaced or restored, or from awards of compensation arising from the taking by condemnation of or the exercise of the power of
eminent domain with respect to such assets being replaced or restored. 


        "Commitment
Increase" shall mean the increase of the Aggregate Commitment by Five Million Dollars ($5,000,000.00) from Ten Million Dollars ($10,000,000.00) to Fifteen Million Dollars
($15,000,000.00) as of the First Amendment Effective Date. 


        "Commitment
Increase Fee" shall have the meaning set forth in Paragraph 4(d) of the First Amendment. 


        "Credit
Agreement" shall mean the Existing Credit Agreement as amended by the First Amendment, together with all Schedules, Exhibits and other attachments thereto, as it may be further
amended, modified, extended, renewed or restated from time to time. 


        "EBITDAR"
shall mean with reference to any Person, for any Fiscal Period under review, the sum of (i) Net Income for that period, plus (ii) Interest Expense for that
period, plus (iii) the aggregate amount of federal and state taxes on or measured by income for that period (whether or not payable during that period), plus (iv) depreciation,
amortization and all other non-cash expenses for that period, plus (v) the aggregate amount of Rent Expense due during such period, in each case determined in accordance with GAAP
and, in the case of items (ii), (iii), (iv) and (v) only to the extent deducted in the determination of Net Income for that period. 


        "Existing
Credit Agreement" shall have the meaning set forth in Recital Paragraph A of the First Amendment. 


        "First
Amendment" shall mean the First Amendment to Credit Agreement. 


        "First
Amendment Effective Date" shall mean the date upon which each of the Conditions Precedent to First Amendment Effective Date have been fully satisfied. 


        "Fixed
Charge Coverage Ratio" shall be defined as follows: 



EBITDAR,
less the aggregate amount of federal and state taxes actually paid on or measured by income, less Distributions actually paid (without duplication), less Non-Financed Capital
Expenditures 


Divided
by (÷) the sum of Interest Expense, plus the sum of Rental Expense, plus principal payments required to be made on all interest bearing Indebtedness during the period under review,
plus payments required to be made on Capitalized Lease Liabilities during the period under review. 




        "Maturity
Date" shall mean October 31, 2003, as may be extended from time to time for one (1) year periods in the manner and subject to the terms of Section 2.13 of
the Credit Agreement. 


        "Maximum
Permitted Balance" shall mean the maximum amount of principal which may be outstanding on the Credit Facility from time to time which shall be the lesser of: (a) Fifteen
Million Dollars ($15,000,000.00), or (b) the amount to which the Maximum Permitted Balance is voluntarily 


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permanently reduced by Borrowers pursuant to Section 2.01(c) or is otherwise reduced or limited pursuant to Sections 2.04, 5.09 or 8.02. 



        "Non-Financed
Capital Expenditures" shall mean Capital Expenditures which are paid by Borrowers from assets of the Borrower Consolidation and not through any loan, credit
arrangement, lease or other financing from any source. 


        "Rent
Expense" shall mean with respect to any Person, as of the last day of any fiscal period under review, the sum of all rent payments, lease payments, charges and related expenses
paid or payable for that fiscal period by such Person under all operating leases. 


        "Revolving
Credit Note" shall mean the Revolving Credit Note (First Restated), a copy of which is marked "Exhibit A", affixed to the First Amendment and by this reference incorporated
herein and made a part hereof, executed by Borrowers on or before the First Amendment Effective Date, payable to the order of Lender, evidencing the Credit Facility, as the same may be amended,
modified, supplemented, replaced, renewed or restated from time to time. 


        2.    Commitment Increase.    From and after the First Amendment Effective Date, the Aggregate Commitment shall be and
is hereby increased from Ten Million Dollars ($10,000,000.00) to Fifteen Million Dollars ($15,000,000.00). 


        3.    Deletion of Voluntary Permanent Reduction Provisions.    As of the First Amendment Effective Date, subparagraphs
(c) and (d) of Section 2.01 concerning Voluntary Permanent Reductions shall be and are hereby deleted in their entirety. 


        4.    Replacement of DSC Ratio and Adjusted DSC Ratio with Fixed Charge Coverage Ratio Covenant.    As of the First
Amendment Effective Date, Sections 6.03 and 6.04 of the Existing Credit Agreement entitled "DSC Ratio" and "Adjusted DSC Ratio" shall be and are hereby fully deleted, and replaced in their entirety as
follows: 



        "Section 6.03.    Fixed Charge Coverage Ratio.    Commencing as of the First Amendment Effective Date and
continuing as of each Fiscal Quarter end until the Maturity Date, the Borrower Consolidation shall maintain a minimum Fixed Charge Coverage Ratio of no less than 1.10 to 1.00. Each Fixed Charge
Coverage Ratio calculation shall be made on a cumulative basis with respect to each applicable Fiscal Quarter and the most recently ended three (3) preceding Fiscal Quarters on a rolling four
(4) Fiscal Quarter basis. 


        Section 6.04.    Intentionally Deleted."    




        5.    Conditions Precedent to First Amendment Effective Date.    The occurrence of the First Amendment Effective Date
is subject to Lender having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Lender, and the occurrence of each other condition precedent
set forth below on or before November 16, 2001: 



        a.    Due
execution by Borrowers and Lender of three (3) duplicate originals of this First Amendment; 


        b.    Due
execution by Borrowers of the original Revolving Credit Note (First Restated); 


        c.    Corporate
resolutions or other evidence of requisite authority of Borrowers to execute the First Amendment; 


        d.    Payment
of a fee in the amount of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) (the "Commitment Increase Fee") to Lender, which shall be fully refundable to
Borrowers in the event this First Amendment is not executed by Lender; 



        e.    Borrowers
shall have executed and delivered to Lender an amendment to the Security Agreement for the purpose of securing repayment of the Commitment Increase; and 



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        f.      Reimbursement
to Lender by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Lender in connection with the Commitment
Increase, including, but not limited to, reasonable attorneys' fees of Henderson & Morgan, LLC and all other like expenses remaining unpaid as of the First Amendment Effective Date, but in no
event in excess of Two Thousand Dollars ($2,000.00) in the aggregate. 




        6.    Representations of Borrowers.    Borrowers hereby represent to the Lender that: 



        a.    The
representations and warranties contained in Article IV of the Existing Credit Agreement and contained in each of the other Loan Documents (other than
representations and warranties which expressly speak only as of a different date, which shall be true and correct in all material respects as of such date) are true and correct on and as of the First
Amendment Effective Date in all material respects as though such representations and warranties had been made on and as of the First Amendment Effective Date, except to the extent that such
representations and warranties are not true and correct as a result of a change which is permitted by the Credit Agreement or by any other Loan Document or which has been otherwise consented to by
Lender; 


        b.    Since
the date of the most recent financial statements referred to in Section 5.08 of the Existing Credit Agreement, no Material Adverse Change has occurred and no
event or circumstance which could reasonably be expected to result in a Material Adverse Change or Material Adverse Effect has occurred; 


        c.    No
event has occurred and is continuing which constitutes a Default or Event of Default under the terms of the Credit Agreement; and 


        d.    The
execution, delivery and performance of this First Amendment has been duly authorized by all necessary action of Borrowers and this First Amendment constitutes a
valid, binding and enforceable obligation of Borrowers. 




        7.    Incorporation by Reference.    This First Amendment shall be and is hereby incorporated in and forms a part of
the Existing Credit Agreement. 


        8.    Governing Law.    This First Amendment to Credit Agreement shall be governed by the internal laws of the State
of Nevada without reference to conflicts of laws principles. 


        9.    Counterparts.    This First Amendment 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. 


        10.    Continuance of Terms and Provisions.    All of the terms and provisions of the Credit Agreement shall remain
unchanged except as specifically modified herein. 


        11.    Replacement Exhibits Attached.    The following replacement Exhibits are attached hereto and incorporated
herein and made a part of the Credit Agreement as follows: 




Exhibit A—Revolving
Credit Note (First Restated)—Form 


Exhibit E—Compliance
Certificate—Form 




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



	 	 	BORROWERS:
	 	 	 	 
	 	 	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

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

Relationship Manager




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Exhibit 10.20


FIRST AMENDMENT TO CREDIT AGREEMENT