**Exhibit10.2**

 

AMENDMENT NO. 1 TOLOAN AGREEMENT

 

This Amendment No. 1 toLoan Agreement dated as of February 18, 2004 (this “Amendment”) is enteredinto with reference to the Loan Agreement dated as of September 5, 2003(the “Loan Agreement”), among Alliance Gaming Corporation, the Lenders, theSyndication Agent, the Documentation Agent, Banc of America Securities LLC andCIBC World Markets Corp., as Joint Lead Arrangers and Joint Book Managers, andBank of America, N.A., as Administrative Agent. Capitalized terms used in thisAmendment and not otherwise defined herein are used with the meanings set forthfor those terms in the Loan Agreement. For purposes of this Amendment, Banc ofAmerica Securities LLC and CIBC World Markets Corp. are acting as Joint LeadArrangers and Joint Book Managers.

 

1.            Amendments. The Borrower and the AdministrativeAgent (acting with the consent of the Requisite Lenders and, in the case ofclauses (b), (d) and (e) below only, all of the holders of the TermLoans) hereby agree to amend the Loan Agreement as follows:

 

(a)           Section 1.1 of the Loan Agreement is hereby amendedby adding the following definitions thereto in appropriate alphabeticalsequence:

 

“Applicable Debt Rating”means, as of the last day of any Fiscal Quarter, the rating assigned by theRating Agencies to the senior secured bank loan debt of the Borrower withoutthird-party credit enhancement (and any rating assigned to any other debtsecurity of the Borrower shall be disregarded).

 

“Moody’s” means Moody’s Investors Service, Inc.,and its successors.

 

“Rating Agencies” means S&P and Moody’s.

 

“S&P” meansStandard & Poor’s Ratings Group, a division of McGraw Hill, Inc.,and its successors.

 

“SDG Acquisition”means the transaction contemplated by that certain Stock Purchase Agreementdated November 10, 2003 by and among the Borrower, Sierra Design Group,Robert Luciano and Robert Luciano, as trustee of the Robert Luciano familytrust as in effect on November 15, 2003.

 

(b)           The definition of the term “Term Euro-Dollar Margin” in Section 1.1of the Loan Agreement is hereby amended to read in its entirety as follows:

 

“Term Euro-Dollar Margin”means 2.50%, or if applicable, for any Pricing Period, the percentage set forthbelow opposite the Applicable Debt Ratings as set forth on the most recentlydelivered Pricing Certificate:

 

| **Ratings**                                     | ** ** | **Term Eurodollar Margin** | ** ** |
|-------------------------------------------------|------------|----------------------------|------------|
| Ba2 or higher and BB or higher                  |       | 2.00%                      |       |
| any of Ba3 and BB- or Ba2 and BB- or Ba3 and BB |       | 2.25%                      |       |

 

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(c)           Section 2.7(a)(i) ofthe Loan Agreement is hereby amended and restated in its entirety as follows:

 

(i)            on the date of a Disposition made pursuant to Section 6.2(g) (otherthan a Disposition of the capital stock of United Coin Machine Co., PlantationInvestments, Inc. (d/b/a Rail City Casino), Rainbow Casino VicksburgPartnership LP (d/b/a Rainbow Casino) or Video Services, Inc. or the saleof all or substantially all of the assets of any such Persons) in an amountequal to the product of (1) the Revolving Commitment Percentage multipliedby (2) 100% of the Net Cash Proceeds of all such Dispositions in suchfiscal year in excess of $2,500,000;

 

(d)           Section 3.1(e) ofthe Loan Agreement is hereby amended by adding the phrase “Except as otherwiseprovided in clause (g) below,” at the beginning thereof.

 

(e)           Thereshall be added to Section 3.1 of the Loan Agreement a new clause (g) readingin its entirety as follows:

 

(g)          In the event that, during the twelve-month period ending onFebruary 18, 2005, the Term Loans are prepaid in whole or in part from theproceeds of any incurrence of Indebtedness (other than Indebtedness issuedthrough a public offering or a private placement) which has an interest ratelower than the interest rate then applicable to the Term Loans, the Borrowershall pay to each holder of a Term Loan, in connection with such prepayment, aprepayment premium (expressed as a percentage of the aggregate principal amountof the Term Loan prepaid) of 101% on the principal amount of the Term Loan ofsuch holder which are prepaid.

 

(f)            Section 6.2(b) ofthe Loan Agreement is hereby amended by deleting the figure “$15,000,000” inthe fourth line thereof and replacing it with the figure “$20,000,000”.

 

(g)           Section 6.12(j)of the Loan Agreement is hereby amended to read in its entirety as follows:

 

(j)            So long as no Default or Event of Default exists, the SDGAcquisition and other Acquisitions of Persons engaged primarily in the same orsimilar lines of business as the Borrower and its existing Subsidiaries (andexisting Investments of such Persons whether or not primarily related to suchbusiness) or of assets used in such businesses, provided that (i) for allAcquisitions other than the SDG Acquisition, the consideration paid (net ofCash and Cash Equivalents acquired) by the Borrower and its Subsidiaries forsuch Acquisitions consists (A) solely of the capital stock of the Borrowerand (B) Cash and other Property having an aggregate value not in excess of$50,000,000 for all periods from and after January 1, 2004 plus anadditional $50,000,000 from and after the latest to occur of (1) January 1,2005, (2) the Disposition of United Coin Machine Co. and (3) theDisposition of Plantation Investments, Inc. (d/b/a Rail City Casino); and (ii) givingpro forma effect to the making of such Acquisition as of the last day of the thenmost recently ended Fiscal Quarter, the Borrower is in pro forma compliancewith Sections 6.13 through 6.15;

 

2

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(h)          Section 6.12(o) of the Loan Agreement is herebyamended to read in its entirety as follows:

 

(o)          Investments consisting of loans to customers so long as theaggregate principal amount of such loans does not exceed $40,000,000 at anytime or $20,000,000 per property of any such customer; and

 

(i)            Section 6.15 of the Loan Agreement is hereby amendedby replacing the words “Fiscal Quarter” in the first line thereof with thewords “Fiscal Year”.

 

(j)            Section 7.1(c) of the Loan Agreement is herebyamended and restated to read in its entirety as follows:

 

(c)           As soon as practicable, and in any event not later than 45days following the end of each Fiscal Quarter, a completed Pricing Certificatesetting forth the Total Leverage Ratio and the Applicable Debt Rating as of thelast day of that Fiscal Quarter;

 

(k)           Exhibit C to the Loan Agreement is hereby amended andrestated to read in its entirety as set forth on Exhibit C attachedhereto.

 

2.             ConditionPrecedent.  The effectiveness of thisAmendment shall be conditioned upon the receipt by the Administrative Agent of (a) counterpartsof this Amendment executed by the Borrower, (b) written consents heretoexecuted by the Requisite Lenders in substantially the form of Exhibit Aattached hereto,  (c) writtenconsents hereto executed by each of the Guarantors and (d) the reasonablefees, costs and expenses of the Administrative Agent and BAS in connection withthis Amendment.  Notwithstanding theforegoing, the provisions of Sections l(b), (d) and (e) of thisAmendment shall not be effective until the Administrative Agent shall havereceived written consents hereto executed by each holder of a Term Loan.

 

3.             Representationsand Warranties. The Borrower represents and warrants to the AdministrativeAgent and the Lenders that, as of the date of this Amendment, (i) noDefault or Event of Default has occurred and remains continuing, and (ii) therepresentations and warranties contained in Article IV of the LoanAgreement and in each other Loan Document (except (A) for representationsand warranties which expressly speak as of a particular date or are no longertrue and correct as a result of a change which is permitted by the LoanAgreement or applicable Loan Document, (B) as disclosed by the Borrowerand approved in writing by the Requisite Lenders, or (C) for therepresentations and warranties set forth in Sections 4.4(a), 4.6 (firstsentence), 4.11 and 4.18 of the Loan Agreement) are true and correct as if madeon the date hereof.

 

4.             Confirmation.In all other respects, the terms of the Loan Agreement and the other LoanDocuments are hereby confirmed.

 

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IN WITNESS WHEREOF, theBorrower and the Administrative Agent have executed this Amendment as of thedate first written above by their duly authorized representatives.

 
|   | ALLIANCE  GAMING CORPORATION              |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       | /s/ Robert L. Saxton |   |
|   |                                      | Robert  L. Saxton, Chief Financial Officer |
|   |                                      |   |
|   |                                      |   |
|   | BANK  OF AMERICA, N.A., as Administrative |
|   | Agent                                     |
|   |                                      |   |
|   |                                      |   |
|   | By:                                       | /s/ Gina Meador |   |
|   |                                      | Gina  Meador, Vice President |

 

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[Exhibit A to Amendment]

 

CONSENT OF LENDER

 

This Consent of Lender isdelivered by the undersigned Lender to Bank of America, N.A., as AdministrativeAgent, with reference to the Loan Agreement dated as of September 5, 2003(the “Loan Agreement”), among Alliance Gaming Corporation, the Lenders,Syndication Agent, Documentation Agent and Joint Lead Arrangers and Joint BookManagers referred to therein, and Bank of America, N.A., as AdministrativeAgent. Capitalized terms used herein are used with the meanings set forth forthose terms in the Loan Agreement.

 

The undersigned is a partyto the Loan Agreement and hereby consents to the execution and delivery of theproposed Amendment No. 1 to Loan Agreement by the Administrative Agent onbehalf of the Lenders party to the Loan Agreement, substantially in the form ofthe draft presented to the undersigned.

 

 
|              |   |
|-------------------|--------|
| [Name  of Lender] |   |
|              |   |
| By:               |   |   |
|              |   |
| Title:            |   |   |
|                   |        |  |  |

 

A-1

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[Exhibit B to Amendment]

 

CONSENT OF GUARANTORS

 

This Consent of Guarantorsis delivered by the undersigned with reference to the Loan Agreement dated asof September 5, 2003 (the “Loan Agreement”), among Alliance GamingCorporation, the Lenders, Syndication Agent, Documentation Agent and Joint LeadArrangers and Joint Book Managers referred to therein, and Bank of America,N.A., as Administrative Agent. Capitalized terms used herein are used with themeanings set forth for those terms in the Loan Agreement.

 

The undersigned hereby (a) consentto the execution and delivery of the proposed Amendment No. 1 to LoanAgreement by the Borrower and the Administrative Agent, substantially in theform of the draft presented to the undersigned and (b) represent andwarrant to the Administrative Agent and the Lenders that each of the Guarantiesand the Collateral Documents executed by the undersigned remain in full forceand effect in accordance with their respective terms.

 
|   | “Guarantor”                                                          |
|--------|--------------------------------------------------------------------------------|
|   |                                                                           |
|   | BALLY  GAMING, INC.                                                            |
|   | (d/b/a  Bally Gaming and Systems),                                             |
|   | a  Nevada corporation                                                          |
|   |                                                                           |
|   |                                                                           |
|   | By:                                                                            | /s/ Robert  L. Saxton |   |
|   | Title:                                                                         | Treasurer |   |
|   |                                                                           |
|   |                                                                           |
|   | PLANTATION  INVESTMENTS, INC.  (d/b/a Rail City Casino),  a Nevada corporation |
|   |                                                                           |
|   |                                                                           |
|   | By:                                                                            | /s/ Robert  L. Saxton |   |
|   | Title:                                                                         | President |   |
|   |                                                                           |
|   |                                                                           |
|   | ALLIANCE  HOLDING COMPANY,  a Nevada corporation                               |
|   |                                                                           |
|   |                                                                           |
|   | By:                                                                            | /s/ Robert  L. Saxton |   |
|   | Title:                                                                         | Treasurer |   |
|        |                                                                                |  |  |  |

 

B-1

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|   | BALLY  GAMING INTERNATIONAL, INC.,  a Delaware corporation |
|--------|------------------------------------------------------------|
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Robert  L. Saxton |   |
|   | Title:                                                     | Treasurer |   |
|   |                                                       |   |
|   |                                                       |   |
|   | APT  GAMES, INC.,  a Nevada corporation                    |   |
|   |                                                       |   |
|   |                                                       |   |
|   | By:                                                        | /s/ Robert  L. Saxton |   |
|   | Title:                                                     | Treasurer |   |
|   |                                                       |
|   |                                                       |
|   | UNITED  COIN MACHINE CO.,  a Nevada corporation            |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Robert  L. Saxton |   |
|   | Title:                                                     | Vice President |   |
|   |                                                       |   |
|   |                                                       |   |
|   | FOREIGN  GAMING VENTURES, INC.,  a Nevada corporation      |   |
|   |                                                       |   |
|   |                                                       |   |
|   | By:                                                        | /s/ Robert  L. Saxton |   |
|   | Title:                                                     | Treasurer |   |
|   |                                                       |
|   |                                                       |
|   | LOUISIANA VENTURES, INC.,  a Nevada corporation            |
|   |                                                       |
|   |                                                       |
|   | By:                                                        | /s/ Robert  L. Saxton |   |
|   | Title:                                                     | Treasurer |   |
|   |                                                       |   |
|   |                                                       |   |
|   | UNITED  GAMING RAINBOW,  a Nevada corporation              |   |
|   |                                                       |   |
|   |                                                       |   |
|   | By:                                                        | /s/ Robert  L. Saxton |   |
|   | Title:                                                     | President |   |
|        |                                                            |  |  |  |

 

B-2

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|   | ACSC ACQUISITIONS INC.,  a Nevada corporation                     |
|--------|-------------------------------------------------------------------|
|   |                                                              |
|   |                                                              |
|   | By:                                                               | /s/ Robert  L. Saxton |   |
|   | Title:                                                            | Treasurer |   |
|   |                                                              |   |
|   |                                                              |   |
|   | ADVANCED CASINO SYSTEMS  CORPORATION, a Delaware corporation      |   |
|   |                                                              |   |
|   |                                                              |   |
|   | By:                                                               | /s/ Robert  L. Saxton |   |
|   | Title:                                                            | Treasurer |   |
|   |                                                              |
|   |                                                              |
|   | CMP ACQUISITIONS INC.,  a Nevada corporation                      |
|   |                                                              |
|   |                                                              |
|   | By:                                                               | /s/ Robert  L. Saxton |   |
|   | Title:                                                            | Treasurer |   |
|   |                                                              |   |
|   |                                                              |   |
|   | CASINO MARKETPLACE DEVELOPMENT  CORPORATION, a Nevada corporation |   |
|   |                                                              |   |
|   |                                                              |   |
|   | By:                                                               | /s/ Robert  L. Saxton |   |
|   | Title:                                                            | Treasurer |   |
|   |                                                              |
|   |                                                              |
|   | DATA CONCEPTS INTERNATIONAL, INC.,  a Nevada corporation          |
|   |                                                              |
|   |                                                              |
|   | By:                                                               | /s/ Robert  L. Saxton |   |
|   | Title:                                                            | Treasurer |   |
|   |                                                              |   |
|   |                                                              |   |
|   | CMS, LLC,a Mississippi limited  liability company                 |   |
|   |                                                              |   |
|   |                                                              |   |
|   | By:                                                               | /s/ Robert  L. Saxton |   |
|   | Title:                                                            | Manager |   |
|        |                                                                   |  |  |  |

 

B-3

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[Exhibit C to Amendment]PRICING CERTIFICATE

 

To:          Bank of America,N.A., as Administrative Agent

 

This Certificate is delivered with referenceto that certain Loan Agreement, dated as of September 5, 2003 (as amendedfrom time to time, the “Loan Agreement”) by and among Alliance GamingCorporation, a Nevada corporation (the “Borrower”), the Lenders therein named,and Bank of America, N.A., as Administrative Agent. Capitalized terms usedherein are used with the meanings set forth in the Loan Agreement, as amendedas of the date of this Pricing Certificate.

 

The undersigned Senior Officer of theBorrower hereby certifies that, as of the last day of the Fiscal Quarter ended12/31/03 (the “Subject Fiscal Quarter”), the Total Leverage Ratio was 2.78:1.00.  The Total Leverage Ratio as of the last dayof the Subject Fiscal Quarter was calculated as the ratio of:

 
| (a)    | Average  Total Debt; to                                                                           |   | $      | 405,614,000 |   |
|--------|---------------------------------------------------------------------------------------------------|--------|--------|-------------|--------|
|   |                                                                                              |   |   |        |
| (b)    | EBITDA  for the four Fiscal Quarter period ending on the last day of the Subject  Fiscal Quarter. |   | $      | 145,800,000 |   |

 

The undersigned Senior Officer of theBorrower hereby certifies that, as of the last day of the Subject Fiscal Quarter, the ApplicableDebt Rating from Moody’s was B1 and from S&P was BB-.

 

IN WITNESS WHEREOF, this Pricing Certificatehas been executed as of the date set forth below.

 
| ALLIANCE  GAMING CORPORATION,               |
|---------------------------------------------|
| a  Nevada Corporation                       |
|                                        |
|                                        |
| By:                                         | /s/ Robert L. Saxton |   |
| Robert  L. Saxton, Chief Financial Officer  |   |
| [Printed  Name and Title of Senior Officer] |
|                                        |
| Dated:                                      | 2/19/04 |   |
|                                             |  |  |  |

 

C-1

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