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AMENDMENT NO. 2 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 2 to Reducing Revolving Loan Agreement (this
"Amendment") is entered into with reference to the Reducing Revolving Loan
Agreement dated as of June 10, 1998 (as heretofore amended, the "Loan
Agreement") among American Coin Merchandising, Inc. ("Borrower"), the Lenders
party thereto, and ▇▇▇▇▇ Fargo Bank, National Association, as Administrative
Agent. Capitalized terms used but not defined herein are used with the meanings
set forth for those terms in the Loan Agreement.
Borrower and the Administrative Agent, acting with the consent of
all of the Lenders pursuant to Section 11.2 of the Loan Agreement, agree as
follows:
1. Section 1.1. Section 1.1 of the Loan Agreement is amended by
striking the definition of "Commitment" and substituting in its place the
following:
"Commitment" means, subject to Sections 2.5, 2.6, and 2.7,
(a) from the Closing Date through the date upon which
Borrower issues the security required by Section 5.15(a),
$50,000,000, (b) from such date through the date upon
which Borrower issues the securities required by Section
5.15(b), $55,000,000 and (c) on and after such date,
$60,000,000.
2. Section 1.1. Section 1.1 of the Loan Agreement is further
amended by striking the definition of "Junior Subordinated Debentures" and
substituting in its place the following:
"Junior Subordinated Debentures" means junior subordinated
debentures issued by Borrower to a Trust Issuer in a
principal amount equal to the Trust Preferred Securities,
the interest payments on which arising prior to the
Maturity Date may be deferred by Borrower for at least
eight (8) consecutive calendar quarters absent the
existence of a proceeding under a Debtor Relief Law
involving Borrower.
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3. Section 1.1. Section 1.1 of the Loan Agreement is further
amended by adding the following new definitions at the appropriate alphabetical
places:
"Incremental Margin" means (a) if the security described
in Section 5.15(b) has not been issued by September 30,
1998, .25% (25 basis points) thereafter until it has been
issued, (b) if such security has not been issued by
December 31, 1998, .50% (50 basis points) thereafter until
it has been issued, (c) if such security has not been
issued by March 31, 1999, .75% (75 basis points)
thereafter until it has been issued and (d) if such
security has not been issued by June 30, 1999, 1% (100
basis points) thereafter until it has been issued.
"Interest Reserve" means (a) from the dates of issuance of
the securities described in Sections 5.15(a) and 5.15(b)
through December 31, 1998, an amount equal to five (5)
quarters of interest payable on such securities, (b) from
January 1, 1999 through March 31, 1999, an amount equal to
four (4) quarters of interest payable on such securities,
(c) from April 1, 1999 through June 30, 1999, an amount
equal to three (3) quarters of interest payable on such
securities, (d) from July 1, 1999 through September 30,
1999, an amount equal to two (2) quarters of interest
payable on such securities and (e) from October 1, 1999
through December 31, 1999, an amount equal to one (1)
quarter of interest payable on such securities; provided
that each of the step-downs set forth above in the number
of quarters of interest payable to be included in the
Interest Reserve is conditioned upon verification by the
Administrative Agent that the interest then currently
payable on such securities has in fact been paid and
provided further that no Interest Reserve shall be
required for such securities consisting of (A)
Subordinated Obligations or (B) a Trust Preferred Security
if the related Junior Subordinated Debenture
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provides for interest deferral by Borrower for at least
twenty (20) consecutive calendar quarters.
4. Section 2.1(a). Section 2.1(a) of the Loan Agreement is amended
by striking the first sentence thereof and substituting in its place the
following:
Subject to the terms and conditions set forth in this
Agreement, at any time and from time to time from the
Closing Date through the Maturity Date, each Lender shall,
pro rata according to that Lender's Pro Rata Share of the
then applicable Commitment, make Advances to Borrower
under the Commitment in such amounts as Borrower may
request that do not result in the sum of (i) the aggregate
principal amount outstanding under the Notes plus (ii) the
Interest Reserve plus (iii) the Aggregate Effective Amount
of all outstanding Letters of Credit to exceed the
Commitment.
5. Section 3.1(b). Section 3.1(b) of the Loan Agreement is amended
by deleting the period at the end of the second sentence thereof and inserting
at that place the following:
plus the Incremental Margin.
6. Section 3.1(c). Section 3.1(c) of the Loan Agreement is amended
by deleting the period at the end of the second sentence thereof and inserting
at that place the following:
plus the Incremental Margin.
7. Section 3.1(d). Section 3.1(d) of the Loan Agreement is amended
by striking clause (i) thereof and substituting in its place the following:
(i) the amount, if any, by which the sum of (A) the
principal Indebtedness evidenced by the Notes plus (B) the
Interest Reserve plus (C) the Aggregate Effective Amount
of all outstanding Letters of Credit at any time exceeds
the then applicable Commitment (including the
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Commitment as reduced pursuant to Section 2.5, 2.6 or
2.7) shall be payable immediately; and
8. Section 5.15. Section 5.15 of the Loan Agreement is
amended to read in full as follows:
5.15 Securities Issuance. Issue and sell (a) not later
than September 30, 1998, for not less than $17,000,000 a
security of Borrower that is either (i) a Subordinated
Obligation or (ii) a Trust Preferred Security, in either
case in form and substance acceptable to the Requisite
Lenders and (b) as soon as practicable, for not less than
$8,000,000 an additional such security.
9. Conditions Precedent. The effectiveness of this Amendment shall
be conditioned upon:
(a) the receipt by the Administrative Agent of all of
the following, each properly executed by an
authorized officer of each party thereto and dated
as of the date hereof:
(i) Counterparts of this Amendment executed
by all parties hereto; and
(ii) Written consent of all of the Lenders as
required under Section 11.2 of the Loan
Agreement in the form of Exhibit A to
this Amendment;
(b) payment to the Administrative Agent, for the
account of the Lenders according to their Pro Rata
Share of the Commitment, of an amendment fee of
$75,000;
(c) payment to the Administrative Agent, for the
account of the Administrative Agent, of an
administrative fee in the amount agreed upon by
the Administrative Agent and Borrower; and
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(d) payment to the Administrative Agent of all unpaid
amounts for legal expenses of the Administrative
Agent heretofore invoiced to Borrower.
10. Representation and Warranty. Borrower represents and warrants
that no Default or Event of Default has occurred and remains continuing.
11. Confirmation. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment by their duly authorized representatives.
Dated: September 23, 1998
AMERICAN COIN MERCHANDISING, INC.
By: /s/ W. ▇▇▇▇ ▇▇▇▇
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W. ▇▇▇▇ ▇▇▇▇
Chief Financial Officer
▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
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Exhibit A to Amendment
CONSENT OF LENDER
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Reference is hereby made to that certain Reducing
Revolving Loan Agreement dated as of June 10, 1998 (as heretofore amended,
the "Loan Agreement") among American Coin Merchandising, Inc. ("Borrower"),
the Lenders party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as
Administrative Agent. Capitalized terms used but not defined herein are used
with the meanings set forth for those terms in the Loan Agreement.
The undersigned Lender hereby consents to the execution
and delivery of Amendment No. 2 to Reducing Revolving Loan Agreement by the
Administrative Agent on its behalf substantially in the form of the most
recent draft presented to the undersigned Lender.
Date: September __, 1998
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[Name of Institution]
By
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[Printed Name and Title]
