Exhibit 10.1
AMENDMENT NO. 2, dated as of July 24, 2006 (this "Amendment No. 2"), 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. 2, to amend Credit
Agreement, as set forth below.
C.
As of the Amendment No. 2 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 SEPTEMBER 30, 2006."
SECTION 2.
AMENDMENT TO SECTION 7.11.
SECTION 7.11 OF THE CREDIT
AMENDMENT IS HEREBY AMENDED AS FOLLOWS:
(A)
SECTION 7.11(A) OF THE CREDIT AGREEMENT, UP TO BUT EXCLUDING
SUBCLAUSE (Y), IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:
"THE BORROWER WILL, AND WILL CAUSE EACH OTHER CREDIT PARTY THAT IS A GUARANTOR
(WITHOUT, IN EITHER EVENT, ASSURANCE OF SUCCESS) TO, CAUSE ALL AMOUNTS OWING
UNDER THE LOANS AND ALL OBLIGATIONS UNDER THE RELATED GUARANTY TO BE SECURED ON
OR PRIOR TO JULY 31, 2006 (INCLUDING, WITHOUT LIMITATION, BY OBTAINING ALL
NECESSARY APPROVALS OF MISSISSIPPI STATE REGULATORY AUTHORITIES) BY (X) A FIRST
PRIORITY PERFECTED SECURITY INTEREST IN ALL STOCK, OTHER EQUITY INTERESTS AND
PROMISSORY NOTES OWNED BY THE BORROWER AND GUARANTORS IN DOMESTIC SUBSIDIARIES,"
1
(B)
SECTION 7.11(C) IS HEREBY AMENDED BY DELETING THE PHRASE "THE DATE
OF THIS AGREEMENT" AND REPLACING IT WITH THE PHRASE "JULY 31, 2006".
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. 2 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