EXHIBIT 4.1Rights Agreement • July 10th, 1998 • Shuffle Master Inc • Miscellaneous manufacturing industries • Minnesota
W I T N E S S E T HSettlement Agreement • February 1st, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries
RECITALSExecutive Employment Agreement • January 29th, 2002 • Shuffle Master Inc • Miscellaneous manufacturing industries • Minnesota
RECITALSExecutive Employment Agreement • September 6th, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries • Minnesota
EXHIBIT 10.9 REVOLVING CREDIT NOTE $10,000,000.00 September 30, 1999 FOR VALUE RECEIVED, the undersigned, SHUFFLE MASTER, INC., a Minnesota corporation, SHUFFLE MASTER OF MISSISSIPPI, INC., a Mississippi Corporation and SHUFFLE MASTER INTERNATIONAL...Revolving Credit Note • February 1st, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
ARTICLE I DEFINITIONSCredit Agreement • February 1st, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
W I T N E S S E T H:Exclusive License Agreement • February 1st, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
AGREEMENT AND PLAN OF MERGER By and Among BALLY TECHNOLOGIES, INC., MANHATTAN MERGER CORP., and SHFL ENTERTAINMENT, INC. Dated as of July 15, 2013Merger Agreement • July 18th, 2013 • SHFL Entertainment Inc. • Miscellaneous manufacturing industries • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 15, 2013, is made by and among Bally Technologies, Inc., a Nevada corporation (“Parent”), Manhattan Merger Corp., a Minnesota corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and SHFL entertainment, Inc., a Minnesota corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.
EXHIBIT 10.11 SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Agreement") is made and entered into as of September 30, 1999, by and between SHUFFLE MASTER, INC., a Minnesota corporation, SHUFFLE MASTER OF MISSISSIPPI, INC., a Mississippi Corporation and...Security Agreement • February 1st, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
] Shares Shuffle Master, Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • July 14th, 2008 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
Shuffle Master, Inc., a Minnesota corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (“you” or the “Representative”) an aggregate of [ ] shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (“Common Stock”). The respective amounts of the Firm Shares to be to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to [ ] additional shares of Common Stock (the “Option Shares”) as set forth below.
W I T N E S S E T H:Non-Exclusive License Agreement • February 1st, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
EX - 10.26 Employment Agreement - Mark LipparelliEmployment Agreement • June 14th, 2001 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
REGISTRATION RIGHTS AGREEMENT Dated as of May 13, 2004 by and between SHUFFLE MASTER, INC. andRegistration Rights Agreement • May 27th, 2004 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 13, 2004, by and between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Casinos Austria AG (“Initial Shareholder”).
CREDIT AGREEMENTCredit Agreement • January 13th, 2011 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
THIS CREDIT AGREEMENT, dated as of October 29, 2010, is entered into by and among: (1) SHUFFLE MASTER, INC., a Minnesota corporation (the “Borrower”); (2) each of the financial institutions party to this Agreement from time to time (each a “Lender” and, collectively, the “Lenders”); and (3) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”)), L/C Issuer and Swing Line Lender. Wells Fargo Securities, LLC (“WFS”) and Banc of America Securities LLC have each been given the titles of joint lead arranger and joint lead bookrunner in connection with this Agreement; Bank of America, N.A. has been given the title of syndication agent in connection with this Agreement; and Union Bank, N.A. has been given the title of documentation agent in connection with this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2008 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
THIS AGREEMENT is made and entered into as of the 16th day of October, 2007, by and between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Coreen Sawdon (the “Employee”), a resident of the State of Nevada.
CREDIT AGREEMENT among SHUFFLE MASTER, INC., as the BORROWER, the Subsidiary Guarantors party hereto from time to time, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as a LENDER and as the ADMINISTRATIVE AGENT, and the other Lenders party hereto from time...Credit Agreement • June 9th, 2010 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
CREDIT AGREEMENT, dated as of November 30, 2006, among SHUFFLE MASTER, INC., a Minnesota corporation (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS as a Lender and the other Lenders party hereto from time to time, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, 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 (in such capacity, the “Syndication Agent”). All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
EMPLOYMENT AGREEMENT Linster (“Lin”) W. FoxEmployment Agreement • August 6th, 2009 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
THIS AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of August, 2009, by and between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Linster (“Lin”) W. Fox (the “Employee”), a resident of the State of California.
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2011 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
This EMPLOYMENT AGREEMENT (the "Agreement"), made on September 30, 2011, and effective as of October 3, 2011 (the "Agreement Date") is between Shuffle Master, Inc. ("Company"), and Louis Castle ("Executive").
SECURITY AGREEMENT By SHUFFLE MASTER, INC., as Borrower and THE GUARANTORS PARTY HERETO and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral AgentSecurity Agreement • December 6th, 2006 • Shuffle Master Inc • Miscellaneous manufacturing industries
This SECURITY AGREEMENT dated as of November 30, 2006 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SHUFFLE MASTER, INC., a Minnesota corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
Shuffle Master, Inc. 1.25% Contingent Convertible Senior Notes Due 2024 PURCHASE AGREEMENTPurchase Agreement • May 27th, 2004 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Roger SnowEmployment Agreement • January 14th, 2009 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of December 2008, by and between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Roger Snow (the “Employee”), a resident of the State of Nevada.
SETTLEMENT AGREEMENTSettlement Agreement • July 15th, 2005 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
This SETTLEMENT AGREEMENT (“Agreement”) is entered into and made effective on July 12, 2005, (the “Effective Date”) by and between Shuffle Master, Inc. (“Shuffle Master”), a Minnesota corporation having a principal place of business at 1106 Palms Airport Drive, Las Vegas, Nevada 89119, on the one hand, and VendingData Corporation, a Nevada corporation having a principal place of business at 6830 Spencer Street, Las Vegas, Nevada 89119, Casinovations, Inc., a Nevada corporation having a principal place of business at 6830 Spencer Street, Las Vegas, Nevada 89119, and Casinovations Sales Inc., a Nevada corporation having a principal place of business at 6830 Spencer Street, Las Vegas, Nevada 89119, on the other hand (collectively “VendingData”).
AMENDED AND RESTATED COVENANT NOT TO COMPETE AGREEMENT Mark L. YoseloffCovenant Not to Compete Agreement • January 7th, 2009 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of December, 2008, by and between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Mark L. Yoseloff (the “Employee”), a resident of the State of Nevada.
SOFTWARE DISTRIBUTION LICENSE AGREEMENTSoftware Distribution License Agreement • October 2nd, 2007 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
This Software Distribution License Agreement (this “Agreement”) is made this 26th day of September, 2007 (the “Effective Date”) by and between Progressive Gaming International Corporation, a Nevada corporation, with a primary business address of 920 Pilot Road, Las Vegas, Nevada 89119, and its Affiliates (jointly and severally “PGIC” or “Licensor”), on the one hand, and Shuffle Master, Inc., a Minnesota corporation, with a primary business address 1106 Palms Airport Drive, Las Vegas, Nevada 89119, and its Affiliates (jointly and severally “SMI” or “Licensee”), on the other hand, for the purpose of granting Licensee a limited license to use and distribute the Licensed Software.
COVENANT NOT TO COMPETE AGREEMENTCovenant Not to Compete Agreement • March 15th, 2004 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
THIS AGREEMENT is made and entered into as of February 23, 2004 by and between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Mark L. Yoseloff (the “Employee”), a resident of the State of Nevada.
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Mark L. YoseloffEmployment Agreement • January 7th, 2009 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) is made and entered into as of the 31st day of December, 2008, by and between Shuffle Master, Inc., a Minnesota corporation (the "Company"), and Mark L. Yoseloff (the "Employee"), a resident of the State of Nevada.
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement • January 13th, 2011 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
This Severance and Release Agreement (“Agreement”) is made and entered into as of January 7, 2011 (the “Effective Date”) between PHILLIP PECKMAN (“Peckman”) and SHUFFLE MASTER, INC. ("SMI") (sometimes referred to collectively as the “Parties” or individually as a “Party”).
EXHIBIT 8 CROSS SUPPLIER AGREEMENT This Agreement is entered into as of this 28th day of December, 1999 ("Effective Date"), by and between MIKOHN GAMING CORPORATION ("MIKN"), a Nevada corporation, and SHUFFLE MASTER, INC. ("SHFL"), a Minnesota...Cross Supplier Agreement • February 1st, 2000 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
AGREEMENT AND GUARANTYAgreement and Guaranty • May 27th, 2004 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
THIS AGREEMENT AND GUARANTY (this “Agreement”) is made as of the 12th day of May, 2004, by Shuffle Master, Inc., a Minnesota corporation (“SMI”), on the one hand, and Casinos Austria Aktiengesellschaft, an Austrian stock corporation (“CASAG”) and CAI Casinoinvest Middle East GmbH, an Austrian limited liability company (“CAI”), on the other hand (individually, an “Obligee” and, collectively, the “Obligees”). Except as otherwise indicated herein, capitalized terms used in this Agreement have the- same meanings set forth in the Purchase Agreement (as defined below).
1 Definitions 1 1.1 Definitions 1 1.2 Words and expressions 5 1.3 Other rules of interpretation 7 2 Term 7 3 Grant of rights 7 3.1 Grant of Exclusive Rights 7 3.2 Distribution of Relevant Table Gaming Products 8 3.3 Consideration of Possible Grant of...Asia Representative Agreement • June 14th, 2006 • Shuffle Master Inc • Miscellaneous manufacturing industries • Victoria
Subject to each of the terms and conditions of this Agreement, Stargames and Shuffle Master have agreed to appoint the Representative and the Representative hereby accepts such appointment, as their sole and exclusive distributor and system integrator for promoting, selling and distributing Products to Casinos in the Exclusive Territory.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2008 • Shuffle Master Inc • Miscellaneous manufacturing industries
This First Amendment (the “Amendment”), dated as of January 9th, 2008, is to that certain Employment Agreement (the “Employment Agreement”), dated as of January 9, 2006, between Shuffle Master, Inc. (“the Company”) and Brooke Dunn (“Employee”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the same meaning as in the Employment Agreement.
EMPLOYMENT AGREEMENT Mark L. YoseloffEmployment Agreement • March 15th, 2004 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
THIS AGREEMENT is made and entered into as of the 23rd day of February, 2004, by and between Shuffle Master, Inc., a Minnesota corporation (the “Company”), and Mark L. Yoseloff (the “Employee”), a resident of the State of Nevada.
ContractCredit Agreement • November 2nd, 2006 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
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.
ContractEmployment Agreement • August 14th, 2009 • Shuffle Master Inc • Miscellaneous manufacturing industries • Nevada
ContractCredit Agreement • April 6th, 2007 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
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.
