Exhibit 10.1


 


AMENDMENT
NO. 2 TO LOAN AGREEMENT


This Amendment No. 2
to Loan Agreement dated as of December 10, 2004 (this “Amendment”) is
entered into with reference to the Loan Agreement dated as of September 5,
2003, as amended by that certain Amendment No. 1 to Loan Agreement dated
as of February 18, 2004 (as so amended, the “Loan Agreement”), among
Alliance Gaming Corporation, the Lenders, the Syndication Agent, the
Documentation Agent, Banc of America Securities LLC and CIBC World Markets
Corp., as Joint Lead Arrangers and Joint Book Managers, and Bank of America,
N.A., as Administrative Agent. 
Capitalized terms used in this Amendment and not otherwise defined
herein are used with the meanings set forth for those terms in the Loan
Agreement.


1.             Amendments.  The Borrower and the Administrative Agent
(acting with the consent of the Requisite Lenders and, in the case of clauses
(b) and (c) below only, the holders of at least 51% of the Pro Rata Shares of
the aggregate Revolving Commitments and in the case of clause (h) below,
all of the Revolving Lenders) hereby agree to amend the Loan Agreement as
follows:


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




	
  Total
  Leverage Ratio

  	
   

  	
  Revolver
  Euro-Dollar Margin

  
	
  Less than 2.25:1.00

  	
   

  	
  2.00%

  
	
  Equal to or greater than 2.25:1.00 but less than 2.75:1.00

  	
   

  	
  2.25%

  
	
  Equal to or greater than 2.75:1.00 but less than 3.25:1.00

  	
   

  	
  2.50%

  
	
  Equal to or greater than 3.25:1.00 but less than 4.00:1.00

  	
   

  	
  2.75%

  
	
  Equal to or greater than 4.00:1.00

  	
   

  	
  3.00%

  






 


 


 
























 


(b)           The definition of
the term “Revolver Reduction Amount” in Section 1.1 of the Loan Agreement
is hereby amended to read in its entirety as follows:


           “Revolver Reduction Amount” means, as to each
Quarterly Payment Date set forth below, the amount opposite that Quarterly
Payment Date:


	
  Quarterly Payment Dates

  	
   

  	
  Revolver
  Reduction Amount

  	
   

  
	
  September
  30, 2005 though and including June 30, 2008

  	
   

  	
  $

  	
  0

  	
   

  
	
  Revolver
  Maturity Date

  	
   

  	
  $

  	
  75,000,000

  	
   

  



 


provided that, in the
event that the Revolving Commitment is hereafter increased in the manner
contemplated by Section 2.8, then the Revolver Reduction Amount for each
then remaining Quarterly Payment Date to and including June 30, 2008 shall
be increased to an amount that amortizes such Increased Commitment in equal
quarterly installments through and including June 30, 2008.


(c)           The definition of
the term “Revolving Commitment” in Section 1.1 of the Loan Agreement is hereby
amended by deleting the figure “$125,000,000 and replacing it with the figure “$75,000,000.”


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


“Term
Euro-Dollar Margin” means for any Pricing Period, the percentage set forth
below opposite the Applicable Debt Ratings as set forth on the most recently
delivered Pricing Certificate:




	
  Ratings

  	
   

  	
  Term Euro-Dollar Margin

  
	
  Ba2 or higher and BB or higher

  	
   

  	
  2.75%

  
	
  either Ba3 or BB-

  	
   

  	
  3.00%

  
	
  either B1 or B+

  	
   

  	
  3.25%

  
	
  either B2 or B or lower

  	
   

  	
  3.50%

  






 


In the event of a one
level difference in the ratings, pricing will be determined by the lower of the
two ratings.  In the event of a two level
difference in the ratings, pricing will be determined by the intermediate
rating.  An additional margin of 0.25%
shall be added to the applicable percentage for each Pricing Period for which
the applicable Total Leverage Ratio is greater than 4.00:1.00 and the
applicable percentage set forth above will be reduced by 0.25% for each Pricing
Period for which the applicable Total Leverage Ratio is less than 3.50:1.00
(except for the measurement period ending December 31, 2004).


(e)           Section 1.1 of
the Loan Agreement is hereby amended by adding the following definition thereto
in appropriate alphabetical sequence:


 


 
























“Amendment No. 2”
means that certain Amendment No. 2 to Loan Agreement dated as of
December 10, 2004 among, inter  alia, the Borrower, various
Lenders and the Administrative Agent.


(f)            Section 2.8 of
the Loan Agreement is hereby amended to read in its entirety as follows:


2.8           Optional Increases to the
Revolving Commitment.  From and after
the effective date of Amendment No. 2, the Borrower may from time to time
through the Revolver Maturity Date propose to increase the aggregate amount of
the Revolving Commitment in accordance with this Section.  The aggregate principal amount of the
increases to the Revolving Commitment made pursuant to this Section (the amount
of any such increase, the “Increased Revolving Commitment”), shall not exceed
$50,000,000.  The Borrower shall provide
at least 15 days’ notice to the Administrative Agent (or such shorter
period as the Administrative Agent may agree to accept) of any requested
increase in the Revolving Commitment.


(a)           The Borrower may designate any Lender
party to this Agreement (with the consent of such Lender, which may be given or
withheld in its sole discretion) or another Person which qualifies as an
Eligible Assignee (which may be, but need not be, existing Lenders) which at
the time agrees to (i) in the case of any such designated Lender that is
an existing Lender, increase its Pro Rata Share of the Revolving Commitment and
(ii) in the case of any other such Person (an “Additional Lender”), become
a party to this Agreement.  The sum of
the increases in the Pro Rata Shares of the Revolving Commitment of the
existing Lenders pursuant to this subsection (a) plus the new commitments
of the Additional Lenders shall not in the aggregate exceed the unsubscribed
amount of the Increased Revolving Commitment.


(b)           An increase in the aggregate amount
of the Revolving Commitment pursuant to this Section shall become
effective upon the receipt by the Administrative Agent of an agreement in form
and substance satisfactory to the Administrative Agent signed by the Borrower,
by each Additional Lender and by each other applicable Lender whose Pro Rata
Share of the Revolving Commitment is to be increased, setting forth the new Pro
Rata Shares of the Revolving Commitment of such Lenders and setting forth the
agreement of each Additional Lender to become a party to this Agreement and to
be bound by all the terms and provisions hereof, together with such evidence of
appropriate corporate authorization on the part of the Borrower with respect to
the Increased Revolving Commitment, amendments to any Loan Documents requested
by the Administrative Agent in relation to the Increased Revolving Commitment
(which amendments the Administrative Agent is hereby authorized to execute on
behalf of the Creditors) and such opinions of counsel for the Borrower with
respect to the Increased Revolving Commitments, title endorsements and other
assurances as the Administrative Agent may reasonably request.


(c)           Notwithstanding anything to the
contrary herein, in no event shall the interest rate payable on any Increased
Revolving Commitment exceed the interest rate from time to time payable on
Revolving Loans.


 


 
























(g)           Clauses (vii) and
(viii) of Section 3.1(d) of the Loan Agreement are hereby amended by
deleting “, Rainbow Casino Vicksburg Partnership LP (d/b/a Rainbow Casino)”
from each of such clauses.


(h)           There shall be added
to Section 3.1(d) of the Loan Agreement a new clause (xi) reading in its
entirety s follows:


(A)          If all of the Revolving Lenders shall have
executed consents to this Amendment, such clause shall read in its entirety as
follows:


(xi)           On the date upon which a Disposition
of any of the capital stock of Rainbow Casino Vicksburg Partnership LP (d/b/a
Rainbow Casino) or the sale of all or substantially all of the assets of such
Person occurs, the Term Notes shall be prepaid in an amount equal to the Net
Cash Proceeds received in such Disposition or sale.


(B)           If less than all of the Revolving
Lenders shall have executed consents to this Amendment, such clause shall read
in its entirety as follows:


(xi)           On the date upon which a Disposition
of any of the capital stock of Rainbow Casino Vicksburg Partnership LP (d/b/a
Rainbow Casino) or the sale of all or substantially all of the assets of such
Person occurs, the outstanding amounts under the Revolving Notes and Term Notes
shall be ratably prepaid in an amount equal to the Net Cash Proceeds received
in such Disposition or sale.  For the
avoidance of doubt, if there shall not be any outstanding Revolving Loans at
the time of such prepayment, all proceeds shall be applied to the prepayment of
the Term Loans.


(i)            Section 3.1(g)
of the Loan Agreement is hereby amended by deleting the date “February 18,
2005” and replacing it with the date “December 14, 2005”.


(j)            Section 6.5(b)
of the Loan Agreement is hereby amended to read in its entirety as follows:


(b)           so long as no Default or Event of
Default has occurred and is continuing or would result therefrom and after the
date on which the maximum Total Leverage Ratio permitted under
Section 6.13 is less than or equal to 3.50 to 1.0 (which, for the
avoidance of doubt, will be September 30, 2007 as of the effective date of
Amendment No. 2), Distributions by the Borrower, provided that the
aggregate amount of Distributions made by the Borrower pursuant to this
clause (b) shall not exceed (i) $125,000,000 during the period from the
Closing Date to and including the one year anniversary of the Closing Date and
(ii) at any time after the one year anniversary of the Closing Date,
$125,000,000 plus 50% of cumulative Net Income for all fiscal periods
commencing after June 30, 2003 (before extraordinary items) minus
the amount of Investments made pursuant to the last Paragraph of
Section 6.12; and


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


 


 
























(j)            Acquisitions made when no Default or
Event of Default exists of Persons engaged primarily in the same or similar
lines of business as the Borrower and its existing Subsidiaries (and existing
Investments of such Persons whether or not primarily related to such business)
or of assets used in such businesses, provided that (i) the consideration paid
(net of Cash and Cash Equivalents acquired) by the Borrower and its
Subsidiaries for such Acquisitions consists (A) solely of the capital stock of
the Borrower and (B) Cash and other Property having an aggregate value not
in excess of $100,000,000 during the term of this Agreement; and (ii) giving
pro forma effect to the making of such Acquisition as of the last day of the
then most recently ended Fiscal Quarter, the Borrower is in pro forma
compliance with Sections 6.13 through 6.15; provided, however,
that no such Acquisition may be made if the aggregate amount of Acquisitions
under this Section 6.12(j) would exceed $25,000,000 until after the date
on which the Total Leverage Ratio permitted under Section 6.13 is less
than or equal to 3.50 to 1.00 (which, for the avoidance of doubt, will be
September 30, 2007 as of the effective date of Amendment No. 2);


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


(k)           so long as no Event of Default has
occurred and is continuing or would result therefrom, Investments by the
Borrower in one or more joint ventures for the development of gaming equipment
in an aggregate amount not to exceed $25,000,000; provided, however,
that no such Investment may be made if the aggregate amount of Investments
under this Section 6.12(k) would exceed $10,000,000 until after the date
on which the Total Leverage Ratio permitted under Section 6.13 is less
than or equal to 3.50 to 1.00 (which, for the avoidance of doubt, will be
September 30, 2007 as of the effective date of Amendment No. 2);


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


(p)           other Investments of a type not
described in clauses (a) through (o) above in an aggregate amount not to
exceed $60,000,000; provided that no such Investment may be made under
this Section 6.12(p) until after the date on which the Total Leverage
Ratio permitted under Section 6.13 is less than or equal to 3.50 to 1.00
(which, for the avoidance of doubt, will be September 30, 2007 as of the
effective date of Amendment No. 2).


(n)           The chart in Section
6.13 of the Loan Agreement is hereby amended to read in its entirety as
follows:




	
  Fiscal
  Quarter Ended

  	
   

  	
  Maximum
  Total Leverage Ratio

  
	
  December 31, 2004

  	
   

  	
  4.25:1.00

  
	
  March 31, 2005

  	
   

  	
  4.50:1.00

  
	
  June 30, 2005

  	
   

  	
  4.75:1.00

  
	
  September 30, 2005 through December 31, 2005

  	
   

  	
  4.50:1.00

  






 


 


 
























 


	
  Fiscal
  Quarter Ended

  	
   

  	
  Maximum
  Total Leverage Ratio

  
	
  March 31, 2006 through June 30, 2006

  	
   

  	
  4.25:1.00

  
	
  September 30, 2006

  	
   

  	
  4.00:1.00

  
	
  December 31, 2006 through June 30, 2007

  	
   

  	
  3.75:1.00

  
	
  September 30, 2007 and thereafter

  	
   

  	
  3.50:1.00

  



 


(o)           There shall be added
to the Loan Agreement a new Section 6.16 reading in its entirety as follows:


“6.16 SDG Prepayments.  Prepay, buy-out or otherwise settle prior to
the date payment is due thereon, any of the contingent compensation that is
payable in connection with the SDG Acquisition except for, so long as no
Default or Event of Default has occurred and is continuing or would result
therefrom, (i) cash compensation in an aggregate amount not to exceed
$15,000,000, (ii) compensation payable in the form of the Borrower’s common
stock, and (iii) debt obligations of the Borrower that are subordinated to the
Obligations on terms reasonably acceptable to the Administrative Agent.”


2.             Condition
Precedent.  The effectiveness of this
Amendment shall be conditioned upon the receipt by the Administrative Agent of
(a) counterparts of this Amendment executed by the Borrower,
(b) written consents hereto executed by the Requisite Lenders in
substantially the form of Exhibit A attached hereto, (c) written
consents hereto executed by each of the Guarantors, (d) an amendment fee
in an amount equal to 0.250% of the aggregate Commitments of those Lenders that
shall have executed and returned consents in the form of Exhibit A to the
Administrative Agent on or before December 14, 2004, which fee shall be
distributed by the Administrative Agent to such consenting Lenders and (e) the
reasonable fees, costs and expenses of the Administrative Agent and BAS in
connection with this Amendment. 
Notwithstanding the foregoing, the provisions of Sections 1(b) and
1(c) of this Amendment shall not be effective until the Administrative Agent
shall have received written consents hereto executed by the holders of at least
51% of the Pro Rata Shares of the Aggregate Revolving Commitments and the
provisions of Section 1(h) of this Amendment shall not be effective until
the Administrative Agent shall have received written consents hereto executed
by all Revolving Lenders.


3.             Representations
and Warranties. The Borrower represents and warrants to the Administrative
Agent and the Lenders that, as of the date of this Amendment, (i) no Default or
Event of Default has occurred and remains continuing, and (ii) the
representations and warranties contained in Article IV of the Loan
Agreement and in each other Loan Document (except (A) for representations and
warranties which expressly speak as of a particular date or are no longer true
and correct as a result of a change which is permitted by the Loan Agreement or
applicable Loan Document, (B) as disclosed by the Borrower and approved in
writing by the Requisite Lenders, or (C) for the representations and
warranties set forth in Sections 4.4(a), 4.6 (first sentence), 4.11 and
4.18 of the Loan Agreement) are true and correct as if made on the date hereof.


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


 


 
























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


	
   

  	
  ALLIANCE GAMING
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


 


 
























 


[Exhibit A to Amendment]


CONSENT OF LENDER


This Consent of Lender is
delivered by the undersigned Lender to Bank of America, N.A., as Administrative
Agent, 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 Book
Managers referred to therein, and Bank of America, N.A., as Administrative
Agent.  Capitalized terms used herein are
used with the meanings set forth for those terms in the Loan Agreement.


The undersigned is a
party to the Loan Agreement and hereby consents to the execution and delivery
of the proposed Amendment No. 2 to Loan Agreement by the Administrative
Agent on behalf of the Lenders party to the Loan Agreement, substantially in
the form of the draft presented to the undersigned.


 


	
   

  
	
  [Name of Lender]

  
	
  By:

  	
   

  
	
  Title:

  	
   

  



 


 
























[Exhibit B to Amendment]


CONSENT OF GUARANTORS


This Consent of
Guarantors is delivered by the undersigned 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 Book Managers referred to therein, and Bank of America,
N.A., as Administrative Agent. 
Capitalized terms used herein are used with the meanings set forth for
those terms in the Loan Agreement.


The undersigned hereby
(a) consent to the execution and delivery of the proposed Amendment
No. 2 to Loan Agreement by the Borrower and the Administrative Agent,
substantially in the form of the draft presented to the undersigned and
(b) represent and warrant to the Administrative Agent and the Lenders that
each of the Guaranties and the Collateral Documents executed by the undersigned
remain in full force and effect in accordance with their respective terms.


	
   

  	
  “Guarantor”

  
	
   

  	
   

  
	
   

  	
  BALLY GAMING, INC.

  
	
   

  	
  (d/b/a Bally Gaming and Systems),

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALLIANCE HOLDING COMPANY,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BALLY
  GAMING INTERNATIONAL, INC.,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


 
























 


	
   

  	
  APT
  GAMES, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FOREIGN
  GAMING VENTURES, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOUISIANA
  VENTURES, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED
  GAMING RAINBOW,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ACSC
  ACQUISITIONS INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED
  CASINO SYSTEMS CORPORATION, a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 


 
























 


	
   

  	
  CMP
  ACQUISITIONS INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CASINO
  MARKETPLACE DEVELOPMENT CORPORATION,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATA
  CONCEPTS INTERNATIONAL, INC.,

  
	
   

  	
  a
  Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CMS,
  LLC,

  
	
   

  	
  a
  Mississippi limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title: