Amendment No. 1 to Credit Agreement among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, and Other Lenders

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.

SECTION 3.           Representations and Warranties.  The Borrower represents and warrants to the Administrative Agent and to each of the Lenders that:

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:

2

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

3

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.

4

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.

S-1

S-2

S-3

S-4