Exhibit
10.1


AMENDMENT NO. 1,
dated as of April 5, 2007 (this “Amendment No. 1”), to the Credit
Agreement dated as of November 30, 2006 (the “Credit Agreement”), among
SHUFFLE MASTER, INC. (the “Borrower”), DEUTSCHE BANK TRUST COMPANY
AMERICAS, as a Lender, the other Lenders party thereto from time to time,
DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (the “Administrative
Agent”) DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, N.A., as joint
lead arrangers and book managers and WELLS FARGO BANK, N.A., as syndication
agent.


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


B.            The
Borrower has requested that the Required Lenders agree, subject to the
conditions and terms set forth in this Amendment No. 1, to amend the Credit
Agreement, as set forth below.


C.            The
Required Lenders are willing to amend the Credit Agreement pursuant to the
terms and subject to the conditions set forth herein.


D.            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.           Waiver
and Consent.  Subject to
Section 4 of this Amendment, the Required Lenders hereby waive any Default
or Event of Default resulting from or relating in any respect to (i) the
Agreed Adjustments (as defined below); (ii) any failure to deliver any
financial statements for annual or quarterly accounting periods ended on
October 31, 2006 or January 31, 2007 when or as required (other than as
required by the amendment to Section 9.01(a) set forth in Section 2 of this
Amendment No. 1); and (iii) any failure to comply with any obligation that
became required to be performed or observed under any of such provisions by
reason of the occurrence of any such Default or Event of Default, including,
without limitation, any Default or Event of Default arising under the
provisions of Sections 9.01(a), 9.01(e)(i) and the penultimate sentence of the
second paragraph of the definition of “Applicable Margin” of the Credit
Agreement and any related or substantially comparable provision of any Credit
Document.


SECTION 2.           Amendments
to the Credit Agreement.


(a)           Notwithstanding anything to the contrary reported or
certified at any time by the Borrower pursuant to the terms of the Credit
Agreement, solely for purposes of determining Applicable Margin and Commitment
Commission Percentage under the Credit Agreement, the Total Leverage Ratio
shall be deemed to be 3.8x for all periods ended on or prior to January 31,
2007; provided that this provision shall cease to apply upon the earlier to
occur of May 31, 2007 and the delivery to the Lenders of financial statements
of the Borrower for the quarterly accounting period ended January 31, 2007.













(b)           Section 1.01 of the Credit Agreement is hereby amended to
add the following definition:  “Agreed
Adjustments” shall mean adjustments having the effect of reducing
Consolidated Net Income by not more than $3,000,000 arising out of the
re-audit, revision or restatement of any financial statement for the annual or
quarterly accounting periods ended on October 31, 2006 delivered to the
Administrative Agent or any Lender by the Borrower or any of its Subsidiaries
(including, without limitation, any misstatement therein or in any certificate,
representation or warranty relating thereto and any error, defect or deficiency
in accounting procedures or in the application of accounting principles
reflected thereby or relating thereto).


(c)           The first sentence of the definition of “Consolidated
EBITDA” in Section 1.01 of the Credit Agreement is hereby amended to remove the
word “and” prior to clause (vi) of such sentence and to add at the end of such
sentence the following: “, and (vii) Agreed Adjustments”


(d)           Section 9.01(a) of the Credit Agreement is hereby amended
to include the following at the end of clause (a):


“Notwithstanding
the requirements of this Section 9.01(a), with respect to the quarterly
accounting period ended January 31, 2007, the Borrower shall furnish such
information required by clauses (i), (ii) and (iii) above by May 31, 2007.”


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. 1 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. 1, 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. 1 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. 1, no Default or  Event of Default has occurred and is
continuing.


SECTION 4.           Conditions
to Effectiveness.  This Amendment No.
1 shall become effective on the date (the “Amendment No. 1 Effective Date”)
on which each of the following conditions is satisfied:



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(a)           The Administrative Agent (or its counsel) shall have
received from the Required Lenders, the Borrower and the Guarantors, a
counterpart of this Amendment No. 1 signed on behalf of such party;


(b)           All corporate and other proceedings taken or to be taken
in connection with this Amendment No. 1 and all documents incidental thereto,
whether or not referred to herein, shall be reasonably satisfactory in form and
substance to the Administrative Agent;


(c)           The representations and warranties in Section 3 of this
Amendment No. 1 shall be true and correct; and


(d)           The Borrower shall have paid all
reasonable out-of-pocket costs and expenses (including the expenses of Cahill
Gordon & Reindel LLP) of the
Administrative Agent pursuant to Section 13.01 of the Credit Agreement, to the
extent so demanded by the Administrative Agent on or prior to the date hereof
(without limitation or prejudice to the right of the Administrative Agent to
make any future demand).


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. 1 has become effective, which determination shall, absent
manifest error, be conclusive and binding on the Borrower and the Required
Lenders for all purposes.


SECTION 5.           Credit
Agreement.  Except as expressly set
forth herein, this Amendment No. 1 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. 1
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 November 30, 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 November 30,
2006, and not the date of this Amendment No. 1. 
This Amendment No. 1 shall constitute a “Credit Document” for all
purposes of the Credit Agreement and the other Credit Documents.


SECTION 6.           Governing
Law.  THIS AMENDMENT NO. 1 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. 1 MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW



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YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF
NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AMENDMENT NO. 1, 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. 1 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. 1 are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this
Amendment No. 1.


SECTION 9.           Severability.  Any provision of this Amendment No. 1 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. 1 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:  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHUFFLE MASTER INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark L. Yoseloff

  
	
   

  	
   

  	
  Name:  Mark L.
  Yoseloff

  
	
   

  	
   

  	
  Title:  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHUFFLE UP PRODUCTIONS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark L. Yoseloff

  
	
   

  	
   

  	
  Name:  Mark L.
  Yoseloff

  
	
   

  	
   

  	
  Title:  CEO

  
				



 



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  DEUTSCHE BANK TRUST COMPANY AMERICAS,
  Individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Alexander
  B. V. Johnson

  
	
   

  	
   

  	
  Name: 
  Alexander B. V. Johnson

  
	
   

  	
   

  	
  Title: 
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Joanna
  Soliman

  
	
   

  	
   

  	
  Name:  Joanna
  Soliman

  
	
   

  	
   

  	
  Title: 
  Assistant Vice President

  
				



 



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  To Approve Amendment No. 1:

  
	
   

  
	
  DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender

  
	
   

  
	
  By:

  	
  /s/  Alexander
  B. V. Johnson

  	
   

  
	
  Name:  Alexander B. V. Johnson

  	
   

  
	
  Title:  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  Joanna
  Soliman

  	
   

  
	
  Name:  Joanna Soliman

  	
   

  
	
  Title:  Assistant Vice President

  	
   

  



 



 S-3
 









 


	
  To Approve Amendment No. 1:

  
	
   

  
	
   

  
	
  Wells Fargo Bank, N.A., as a Lender

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Virginia S. Christenson

  	
   

  
	
  Name: Virginia
  S. Christenson

  
	
  Title: Vice
  President/Senior Relationship Manager

  
	
   

  
	
   

  
	
  Amalgamated Bank, as a Lender

  
	
   

  
	
   

  
	
  By:

  	
  /s/ J. Bruce Meredith

  	
   

  
	
  Name: J.
  Bruce Meredith

  
	
  Title: Senior
  Vice President

  



 



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