Exhibit
10.1


AMENDMENT NO. 4,
dated as of October 31, 2006 (this “Amendment No. 4”), 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. 4, to amend Credit
Agreement, as set forth below.


C.            As of the Amendment No. 4 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 November 30, 2006.”


SECTION 2.        Representations and Warranties. The
Borrower represents and warrants to the Administrative Agent and to each of the
Lenders that:


(a)           This Amendment No. 4
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. 4, 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. 4 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. 4, no Default or  Event of Default has occurred and is
continuing.


SECTION 3.        Conditions to Effectiveness. This
Amendment No. 4 shall become effective on the date (the “Amendment No. 4
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. 4 signed on behalf
of such party;


(b)           All
corporate and other proceedings taken or to be taken in connection with this
Amendment No. 4 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 2 of this Amendment No. 4 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. 4 has become effective,
which determination shall, absent manifest error, be conclusive and binding on
the Borrower and the Lenders for all purposes.


SECTION 4.        Credit Agreement. Except as
expressly set forth herein, this Amendment No. 4 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 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. 4 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. 4. This Amendment No. 4 shall
constitute a “Credit Document” for all purposes of the Credit Agreement and the
other Credit Documents.


SECTION 5.        Governing Law. THIS AMENDMENT NO.
4 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. 4 MAY BE BROUGHT
IN THE COURTS OF THE STATE OF


 



 2
 






 



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. 4,
THE BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURTS.


SECTION 6.        Counterparts. This Amendment No. 4
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 7.        Headings. The headings of the
several sections and subsections of this Amendment No. 4 are inserted for convenience
only and shall not in any way affect the meaning or construction of any
provision of this Amendment No. 4.


SECTION 8.        Severability. Any provision of
this Amendment No. 4 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.



 3














 


IN WITNESS
WHEREOF, the parties hereto have caused this Amendment No. 4 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: Senior Vice  President
  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

  



 



 S-1
 






 



 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH, Individually and as Administrative
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Brenda Casey

  
	
   

  	
   

  	
  Name: Brenda Casey

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ James Rolison

  
	
   

  	
   

  	
  Name: James Rolison

  
	
   

  	
   

  	
  Title: Director

  



 



 S-2
 






 



To Approve Amendment No.
4:


	
  DEUTSCHE BANK AG CAYMAN
  ISLANDS

  
	
  BRANCH, as a Lender

  
	
   

  
	
   

  	
  By:

  	
   /s/ Brenda Casey

  	
   

  
	
   

  	
   

  	
  Name: Brenda Casey

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ James Rolison

  	
   

  
	
   

  	
   

  	
  Name: James Rolison

  
	
   

  	
   

  	
  Title: Director

  



 



 S-3