Exhibit
10.2


 


AMENDMENT NO. 1 TO
LOAN AGREEMENT


 


This Amendment No. 1 to
Loan Agreement dated as of February 18, 2004 (this “Amendment”) is entered
into with reference to the Loan Agreement dated as of September 5, 2003
(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. For purposes of this Amendment, Banc of
America Securities LLC and CIBC World Markets Corp. are acting as Joint Lead
Arrangers and Joint Book Managers.


 


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


 


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


 


“Applicable Debt Rating”
means, as of the last day of any Fiscal Quarter, the rating assigned by the
Rating Agencies to the senior secured bank loan debt of the Borrower without
third-party credit enhancement (and any rating assigned to any other debt
security 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” means
Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc.,
and its successors.


 


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


 


(b)           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 2.50%, or if applicable, 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 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%

  	
   

  






 





















 


(c)           Section 2.7(a)(i) of
the 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) (other
than a Disposition of the capital stock of United Coin Machine Co., Plantation
Investments, Inc. (d/b/a Rail City Casino), Rainbow Casino Vicksburg
Partnership LP (d/b/a Rainbow Casino) or Video Services, Inc. or the sale
of all or substantially all of the assets of any such Persons) in an amount
equal to the product of (1) the Revolving Commitment Percentage multiplied
by (2) 100% of the Net Cash Proceeds of all such Dispositions in such
fiscal year in excess of $2,500,000;


 


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


 


(e)           There
shall be added to Section 3.1 of the Loan Agreement a new clause (g) reading
in its entirety as follows:


 


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


 


(f)            Section 6.2(b) of
the Loan Agreement is hereby amended by deleting the figure “$15,000,000” in
the 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 SDG
Acquisition and other Acquisitions 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) for all
Acquisitions other than the SDG Acquisition, 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
$50,000,000 for all periods from and after January 1, 2004 plus an
additional $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) the
Disposition of Plantation Investments, Inc. (d/b/a Rail City Casino); 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;


 


2





















 


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


 


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


 


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


 


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


 


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


 


(k)           Exhibit C to the Loan Agreement is hereby amended and
restated to read in its entirety as set forth on Exhibit C attached
hereto.


 


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 and (d) the reasonable
fees, costs and expenses of the Administrative Agent and BAS in connection with
this Amendment.  Notwithstanding the
foregoing, the provisions of Sections l(b), (d) and (e) of this
Amendment shall not be effective until the Administrative Agent shall have
received written consents hereto executed by each holder of a Term Loan.


 


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.


 


3





















 


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:

  	
  /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

  



 


4





















 


[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. 1 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:

  	
   

  	
   

  
				



 


A-1





















 


[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. 1 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:

  	
  /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





















 


	
   

  	
  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





















 


	
   

  	
  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





















 


[Exhibit C to Amendment]



PRICING CERTIFICATE


 


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


 


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


 


The undersigned Senior Officer of the
Borrower hereby certifies that, as of the last day of the Fiscal Quarter ended
12/31/03 (the “Subject Fiscal Quarter”), the Total Leverage Ratio was 2.78:1.00.  The Total Leverage Ratio as of the last day
of 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 the
Borrower hereby certifies that, as of the last day of the Subject Fiscal Quarter, the Applicable
Debt Rating from Moody’s was B1 and from S&P was BB-.


 


IN WITNESS WHEREOF, this Pricing Certificate
has 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