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