Exhibit
10.1


 


AMENDMENT NO. 2,
dated as of July 24, 2006 (this “Amendment No. 2”), to the Credit
Agreement dated as of January 25, 2006 (as amended prior to the date hereof,
the “Credit Agreement”), among SHUFFLE MASTER, INC. (the “Borrower”),
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH, as a lender (the “Lender”),
DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (the “Administrative
Agent”) and DEUTSCHE BANK SECURITIES INC. as sole arranger and sole
book-runner.


A.            Pursuant
to the Credit Agreement, the Lender has extended credit to the Borrower
pursuant to the terms and subject to the conditions set forth therein.


B.            The
Borrower has requested that the Lender agree, subject to the conditions and
terms set forth in this Amendment No. 2, to amend Credit Agreement, as set
forth below.


C.            As
of the Amendment No. 2 Effective Date (as defined below), the Lender is the
only lender party to the Credit Agreement.


D.            The
Lender is willing to amend the Credit Agreement pursuant to the terms and
subject to the conditions set forth herein.


E.             Capitalized
terms used but not defined herein have the meanings assigned to them in the
Credit Agreement.


Accordingly, in consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, and subject to the conditions set
forth herein, the parties hereto hereby agree as follows:


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


“The Loan will mature on September 30, 2006.”


SECTION 2.              Amendment
to Section 7.11.  Section 7.11 of the
Credit Amendment is hereby amended as follows:


(a)           Section 7.11(a) of the Credit
Agreement, up to but excluding subclause (y), is hereby deleted in its entirety
and replaced with the following:


“The Borrower will, and will cause each other
Credit Party that is a Guarantor (without, in either event, assurance of
success) to, cause all amounts owing under the Loans and all obligations under
the related Guaranty to be secured on or prior to July 31, 2006 (including,
without limitation, by obtaining all necessary approvals of Mississippi state
regulatory authorities) by (x) a first priority perfected security interest in all
stock, other equity interests and promissory notes owned by the Borrower and
Guarantors in domestic subsidiaries,”



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(b)           Section 7.11(c) is hereby amended by
deleting the phrase “the date of this Agreement” and replacing it with the
phrase “July 31, 2006”.


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


(a)           This Amendment No. 2 has been duly
executed and delivered by the Borrower and constitutes its legal, valid and
binding obligation enforceable in accordance with its terms, except to the
extent that the enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether
enforcement is sought in equity or at law).


(b)           After giving effect to this Amendment
No. 2, the representations and warranties of each Credit Party set forth in the
Credit Documents are true and correct in all material respects on and as of the
Amendment No. 2 Effective Date, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties were true and correct in all material respects
as of such earlier date).


(c)           Immediately after giving effect to
this Amendment No. 2, no Default or 
Event of Default has occurred and is continuing.


SECTION 4.              Conditions
to Effectiveness.  This Amendment No.
2 shall become effective on the date (the “Amendment No. 2 Effective Date”)on
which each of the following conditions is satisfied:


(a)           The
Administrative Agent (or its counsel) shall have received from the Lender, the
Borrower and the Guarantors, a counterpart of this Amendment No. 2 signed on behalf
of such party;


(b)           All
corporate and other proceedings taken or to be taken in connection with this
Amendment No. 2 and all documents incidental thereto, whether or not referred
to herein, shall be reasonably satisfactory in form and substance to the Administrative
Agent; and


(c)           The
representations and warranties in Section 3 of this Amendment No. 2 shall
be true and correct.


Upon satisfaction
of the conditions precedent set forth above, the Administrative Agent shall
promptly notify the Borrower and the Lenders of its determination that this
Amendment No. 2 has become effective, which determination shall, absent
manifest error, be conclusive and binding on the Borrower and the Lenders for
all purposes.


SECTION 5.              Credit
Agreement.  Except as expressly set
forth herein, this Amendment No. 2 shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Lenders, the Administrative Agent, the Borrower or any other Credit Party
under the Credit Agreement or any other Credit Document, and shall not alter,
modify, amend or in any way affect any of the terms, conditions, obligations,
covenants 



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or agreements contained
in the Credit Agreement or any other Credit Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle the
Borrower to any future consent to, or waiver, amendment, modification or other
change of, any of the terms, conditions, obligations, covenants or agreements
contained in the Credit Agreement or any other Credit Document in similar or different
circumstances.  After the Amendment No. 2
Effective Date, any reference to the Credit Agreement shall mean the Credit
Agreement as modified hereby, provided that any reference in the Credit
Agreement to the date of the Credit Agreement, as modified hereby, shall in all
instances remain as of January 25, 2006, and references in the Credit Agreement
to “the date hereof” and “the date of this Agreement,” and phrases of similar
import, shall in all instances be and continue to refer to January 25, 2005,
and not the date of this Amendment No. 2. 
This Amendment No. 2 shall constitute a “Credit Document” for all
purposes of the Credit Agreement and the other Credit Documents.


SECTION 6.              Governing
Law.  THIS AMENDMENT NO. 2 AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN
ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AMENDMENT NO. 2 MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE
WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS AMENDMENT NO. 2, THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS.


SECTION 7.              Counterparts.  This Amendment No. 2 may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.  A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the
Administrative Agent.


SECTION 8.              Headings.  The headings of the several sections and
subsections of this Amendment No. 2 are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Amendment No. 2.


SECTION 9.              Severability.  Any provision of this Amendment No. 2 held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.  The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.


 



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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment No. 2 to be duly executed by their respective authorized
officers as of the day and year first written above.


	
  

  	
   

  	
  SHUFFLE MASTER, INC.

  
	
  

  	
   

  	
  By:

  	
   

  	
  /s/ Richard Baldwin

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Richard Baldwin

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Sr. V.P. and CFO

  
	
   

  	
   

  	
  SHUFFLE MASTER
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mark Yoseloff

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Mark Yoseloff

  
	
   

  	
   

  	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
  SHUFFLE UP PRODUCTIONS,
  INC.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Mark Yoseloff

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Mark Yoseloff

  
	
   

  	
   

  	
   

  	
   

  	
  Title: CEO

  



 



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  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/ Joanna Soliman

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Joanna Soliman

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Assistant Vice President

  



 



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To Approve Amendment No.
2:


DEUTSCHE BANK AG CAYMAN
ISLANDS

BRANCH, as a Lender


	
  

  	
   

  	
  By:

  	
   

  	
  /s/ Steven P.
  Lapham

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Steven P. Lapham

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Joanna Soliman

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Joanna Soliman

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Assistant Vice President

  	
   

  	
   

  



 



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