] 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.
AMENDMENT NO. 2, dated as of July 14, 2008 (this “Amendment No. 2”), to the Credit Agreement dated as of November 30, 2006 (as amended prior to the date hereof, the “Credit Agreement”), among SHUFFLE MASTER, INC. (the “Borrower”), DEUTSCHE BANK TRUST...Credit Agreement • July 14th, 2008 • Shuffle Master Inc • Miscellaneous manufacturing industries • New York
July , 2008Equity Underwriting Agreement • July 14th, 2008 • Shuffle Master Inc • Miscellaneous manufacturing industries
The undersigned understands that you, as the representative of the several underwriters (the “Representative”), propose to enter into an Equity Underwriting Agreement (the “Underwriting Agreement”) with Shuffle Master, Inc., a Minnesota corporation (the “Company”), providing for the offering (the “Offering”) by the several underwriters, including the Representative (the “Underwriters”), of shares of common stock, par value $.01, of the Company (the “Common Stock”).
