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 LIMITED, a corporation organized under the laws of
the Country of Barbados (collectively the "Borrowers") jointly and severally
promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION (together with its
successors and assigns, the "Lender") such sums as Lender may hereafter loan or
advance or re-loan to the Borrowers from time to time pursuant to the Credit
Facility as described in the Credit Agreement, hereinafter defined, the unpaid
balance of which shall not exceed in the aggregate the Maximum Permitted Balance
at any time, together with interest on the principal balance outstanding from
time to time at the rate or rates set forth in the Credit Agreement.
A. Incorporation of Credit Agreement.
1. Reference is made to the Credit Agreement dated concurrently
herewith (the "Credit Agreement"), executed by and among the Borrowers and
Xxxxxx. Terms defined in the Credit Agreement and not otherwise defined herein
are used herein with the meanings defined for those terms in the Credit
Agreement. This is the Revolving Credit Note ("Revolving Credit Note") referred
to in the Credit Agreement, and any holder hereof is entitled to all of the
rights, remedies, benefits and privileges provided for in the Credit Agreement
as originally executed or as it may from time to time be supplemented, modified
or amended. The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
2. The outstanding principal indebtedness evidenced by this
Revolving Credit Note shall be payable as provided in the Credit Agreement and
shall be paid in full on the Maturity Date.
3. Interest shall be payable on the outstanding daily unpaid
principal amount of each Borrowing
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hereunder from the date thereof until payment in full and shall accrue and be
payable at the rates and on the dates set forth in the Credit Agreement both
before and after Default and before and after maturity and judgment, with
interest on overdue interest to bear interest at the Default Rate, to the
fullest extent permitted by applicable law.
4. The amount of each payment hereunder shall be made to the Lender
at the Lender's office as specified in the Credit Agreement at the time or times
set forth therein, in lawful money of the United States of America and in
immediately available funds.
5. Borrowings hereunder shall be made in accordance with the terms,
provisions and procedures set forth in the Credit Agreement.
B. Default. The "Late Charges and Default Rate" provisions contained in
Section 2.09 and the "Events of Default" provisions contained in Article VII of
the Credit Agreement are hereby incorporated by this reference as though fully
set forth herein. Upon the occurrence of a Default or Event of Default,
Borrowers' right to convert or exercise its Interest Rate Option for a IBOR
Loan, or the continuation thereof, shall immediately, without notice or demand,
terminate.
C. Waiver. Borrowers waive diligence, demand, presentment for payment,
protest and notice of protest.
D. Collection Costs. In the event of the occurrence of an Event of
Default, the Borrowers agree to pay all reasonable costs of collection,
including a reasonable attorney's fee, in addition to and at the time of the
payment of such sum of money and/or the performance of such acts as may be
required to cure such default. In the event legal action is commenced for the
collection of any sums owing hereunder the undersigned agrees that any judgment
issued as a consequence of such action against Borrowers shall bear interest at
a rate equal to the Default Rate until fully paid.
E. Interest Rate Limitation. Notwithstanding any provision herein or in
any document or instrument now or hereafter securing this Revolving Credit Note,
the total liability for payments in the nature of interest shall not
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exceed the limits now imposed by the applicable laws of the State of Nevada or
the United States of America.
F. Security. This Revolving Credit Note is secured by the Security
Agreement described in the Credit Agreement.
G. Governing Law. This Revolving Credit Note has been delivered in Las
Vegas, Nevada, and shall be governed by and construed in accordance with the
laws of the State of Nevada.
H. Partial Invalidity. If any provision of this Revolving Credit Note
shall be prohibited by or invalid under any applicable law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision of any other provision of this
Revolving Credit Note.
I. No Conflict with Credit Agreement. This Revolving Credit Note is
issued under, and subject to, the terms, covenants and conditions of the Credit
Agreement, which Credit Agreement is by this reference incorporated herein and
made a part hereof. No reference herein to the Credit Agreement and no provision
of this Revolving Credit Note or the Credit Agreement shall alter or impair the
obligations of Borrower, which are absolute and unconditional, to pay the
principal of and interest on this Revolving Credit Note at the place, at the
respective times, and in the currency prescribed in the Credit Agreement. If any
provision of this Revolving Credit Note conflicts or is inconsistent with any
provision of the Credit Agreement, the provisions of the Credit Agreement shall
govern.
IN WITNESS WHEREOF, this Revolving Credit Note has been executed as of
the date first hereinabove written.
SHUFFLE MASTER, INC.,
a Minnesota corporation
By /s/ Xxxx X. Xxxxxxx
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Name Xxxx X. Xxxxxxx
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Title Secretary/Treasurer
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SHUFFLE MASTER OF
MISSISSIPPI, INC.,
a Mississippi corporation
By /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name Xxxx X. Xxxxxxx
-----------------------------------
Title Vice President
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SHUFFLE MASTER INTERNATIONAL
LIMITED, a corporation
organized under the laws of
the Country of Barbados
By /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name Xxxx X. Xxxxxxx
-----------------------------------
Title Vice President/Treasurer
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