AMERICAN COIN MERCHANDISING INC
EX-10.66 CONSENT, WAIVER AND AMENDMENT TO RELEASE
<DOCUMENT>
<TYPE>EX-10.66
<SEQUENCE>5
<FILENAME>d04093exv10w66.txt
<DESCRIPTION>EX-10.66 CONSENT, WAIVER AND AMENDMENT TO RELEASE
<TEXT>
<PAGE>


                                                                           10.66

               CONSENT, WAIVER AND AMENDMENT TO AND RELEASE UNDER
                                CREDIT AGREEMENT

                  This CONSENT, WAIVER AND AMENDMENT TO AND RELEASE UNDER CREDIT
AGREEMENT ("Amendment") is dated as of November 12, 2002, and is entered into by
and among AMERICAN COIN MERCHANDISING, INC., a Delaware corporation
("Borrower"), the financial institutions (together with their respective
successors and assigns, "Lenders") from time to time party to the Credit
Agreement (as hereinafter defined), MADISON CAPITAL FUNDING LLC, as a Lender and
as Agent for all Lenders ("Agent") and THE ROYAL BANK OF SCOTLAND PLC, NEW YORK
BRANCH, as a Lender and as a Documentation Agent for all Lenders.

                                   WITNESSETH:

                  WHEREAS, Borrower, Agent and Lenders are parties to that
certain Credit Agreement dated as of February 11, 2002 (as the same may be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"; capitalized terms not otherwise defined herein have the definitions
provided therefor in the Credit Agreement);

                  WHEREAS, on September 3, 2002, Borrower acquired (the "Kiddie
World Acquisition") certain of the assets (the "Acquired Assets") of Kiddie
World of America, Inc. ("Seller");

                  WHEREAS, Events of Default are in existence under Section
8.1.4(a) of the Credit Agreement as a result of the consummation of the Kiddie
World Acquisition, due to Borrower's breach of (a) Section 6.1.5(a) of the
Credit Agreement with respect to Borrower's failure to timely notify Agent of
the existence of certain Events of Default, (b) Section 7.1 of the Credit
Agreement relating to Borrower's incurrence of $1,125,000 of Debt to Seller in
connection with the consummation of the Kiddie World Acquisition (the "Seller
Debt"); (c) Section 7.2 of the Credit Agreement with respect to Borrower's grant
to Seller of Liens against the Acquired Assets in order to secure the Seller
Debt; (d) Section 7.7 of the Credit Agreement with respect to Borrower's use of
Revolving Loans to pay the cash portion of the purchase price of the Kiddie
World Acquisition; and (e) Section 7.11(k) of the Credit Agreement relating to
Borrower's consummation of the Kiddie World Acquisition without satisfaction of
the requirements thereof described on Schedule A hereto (each of the foregoing
an "Existing Default" and collectively, the "Existing Defaults"); Borrower has
requested that Agent and Lenders waive the Existing Defaults and consent to the
Kiddie World Acquisition;

                  WHEREAS, the parties desire to amend the Credit Agreement as
hereinafter set forth;

                  WHEREAS, Audax and Borrower have agreed to amend the Audax
Debt Documents in certain respects and Borrower has requested that Agent and
Lenders consent thereto; and


                                       1
<PAGE>

                  WHEREAS, Borrower has requested that Lenders agree to release
their Liens on certain assets of Borrower located in the State of Washington;

                  NOW THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Credit Agreement and this Amendment, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

                  1. CONSENTS. Subject to the satisfaction of the conditions set
forth in Section 5 below, Agent and Lenders hereby consent to (a) the
consummation by Borrower of the Kiddie World Acquisition and (b) the amendments
to the Audax Debt Documents contained in the agreement attached hereto as
Schedule B.

                  2. WAIVER. Subject to the satisfaction of the conditions set
forth in Section 5 below, Agent and Lenders hereby waive the Existing Defaults.
Upon the effectiveness of such waiver, the Kiddie World Acquisition shall be
deemed to be an Acquisition permitted pursuant to Section 7.11(k) of the Credit
Agreement. This is a limited waiver and shall not be deemed to constitute a
waiver of any other Event of Default or any future breach of the Credit
Agreement or any of the other Loan Documents or any other requirements of any
provision of the Credit Agreement or any other Loan Documents.

                  3. AMENDMENTS. Subject to the satisfaction of the conditions
set forth in Section 5 below, the Credit Agreement is amended as follows:

                  (a) The definition of the term "Pro Forma EBITDA" contained in
Section 1.1 of the Credit Agreement is amended and restated in its entirety, as
follows:

                  Pro Forma EBITDA means, with respect to any Restricted
         Subsidiary, business or division acquired in an Acquisition or joint
         venture Investment permitted to be made under Section 7.11 hereof, the
         Attributable Percentage of EBITDA for such Restricted Subsidiary,
         business, division or joint venture for the portion of the most recent
         twelve (12) month period that fell prior to the consummation of such
         Acquisition or Investment and for which financial statements are made
         available to Agent at the time of determination thereof, adjusted by
         identifiable and verifiable actual or pro forma one-time nonrecurring
         items, such as excess owner compensation, severance and one-time
         transaction-related expenses of the acquired business, in each case to
         the extent approved by Agent and Required Lenders, which approval shall
         not be unreasonably withheld; provided that, notwithstanding anything
         to the contrary contained herein, for each month prior to September,
         2002 included in any testing period, Pro Forma EBITDA for the business
         acquired in the Kiddie World Acquisition shall be deemed to be equal to
         $56,160.


                                       2
<PAGE>

                  (b) The definition of the term "Subordinated Debt" contained
in Section 1.1 of the Credit Agreement is amended and restated in its entirety,
as follows:

                  Subordinated Debt means (a) the Audax Subordinated Debt, (b)
         the Trust Subordinated Debt, (c) the Kiddie World Debt and (d) any
         additional unsecured Debt of Borrower which has subordination terms,
         covenants, pricing and other terms which have been approved in writing
         by Required Lenders.

                  (c) Section 1.1 of the Credit Agreement is amended to include
definitions of the terms, "Kiddie World", "Kiddie World Acquisition", "Kiddie
World Calculation Period", "Kiddie World Debt" and "Kiddie World Debt Documents"
in alphabetical order, as follows:

                  Kiddie World means Kiddie World of America, Inc., a Missouri
         corporation.

                  Kiddie World Acquisition means the acquisition by Borrower of
         certain of the assets of Kiddie World pursuant to a certain Asset
         Purchase and Sale Agreement dated September 2, 2002 and related
         agreements, instruments and documents.

                  Kiddie World Debt means the Borrower's Debt to Kiddie World in
         the principal amount of $1,125,000, evidenced by the Kiddie World Debt
         Documents.

                  Kiddie World Debt Documents means, collectively, the certain
         Note dated September 3, 2002 executed by Borrower in favor of Kiddie
         World, any Security Agreement at any time executed by Borrower in favor
         of Kiddie World, and all other agreements, instruments and documents
         evidencing, securing or otherwise relating to the Kiddie World Debt.

                  (d) A new Section 6.13 is hereby inserted into the Credit
Agreement, as follows:

                  6.13 Gambling Devices.

                  Upon request by Agent at any time that any property of
         Borrower consisting of "gambling devices," as defined under the laws
         of, and which are located in, the State of Washington, constitutes more
         than 10% of the value (at the lower of cost or market) of the total
         amount of all such types of property owned by Borrower, or an Event of
         Default is in existence, take such action as is reasonably requested by
         Agent and is consistent with applicable law, at Borrower's expense, in
         order to grant to Agent, and perfect in Agent's favor, a Lien on such
         "gambling devices".


                                       3
<PAGE>

                  (e) Section 7.1 of the Credit Agreement is amended by (i)
deleting the word "and" at the end of clause (l) thereof and (ii) amending and
restating clause (m) thereof in its entirety, as follows:

                  (m) the Kiddie World Debt in an aggregate outstanding
         principal amount not at any time exceeding $1,125,000, together with
         all accrued and unpaid interest thereon; and

                  (n) other Debt, in addition to the Debt listed above, in an
         aggregate outstanding principal amount not at any time to exceed
         $500,000, less the aggregate outstanding principal amount of the Senarc
         Debt and the Kiddie World Debt at such time (but in no event less than
         zero).

                  (f) Section 7.2 of the Credit Agreement is amended by (i)
deleting the word "and" at the end of clause (l) thereof and (ii) amending and
restating clause (m) thereof in its entirety, as follows:

                  (m) Liens on the assets acquired by Borrower in connection
         with the Kiddie World Acquisition that secure the Kiddie World Debt;
         and

                  (n) Liens not otherwise permitted by this Section 7.2 so long
         as (i) the Debt secured by such Liens is permitted under Section 7.1,
         (ii) the aggregate outstanding principal amount of the Debt secured by
         such Liens does not exceed $250,000, less the aggregate principal
         amount of the Senarc Debt and the Kiddie World Debt at such time (but
         in no event less than zero) and (iii) the aggregate fair market value
         (as of the date each such Lien is incurred) of the assets subject
         thereto does not exceed $250,000, less the aggregate fair market value
         of the assets securing the Senarc Debt and the Kiddie World Debt at the
         time that each of the Senarc Debt and Kiddie World Debt were incurred
         (but in no event less than zero).

                  (g) Clauses (iii)(c) and (iv) of Section 7.4 of the Credit
Agreement are hereby amended and restated in their entirety, as follows:

                  (c) make regularly scheduled payments of interest in respect
                  of Subordinated Debt (other than the Audax Subordinated Debt
                  or the Kiddie World Debt), or any other payment that may be
                  permitted under the applicable subordination agreement or
                  subordination provisions; (iv) make regularly scheduled
                  payments of interest and principal in respect of the Senarc
                  Debt, or any other payment that may be permitted under the
                  Senarc Debt Documents, and make regularly scheduled payments
                  of interest and principal in respect of the Kiddie World Debt,
                  in accordance with the terms of the Kiddie World Debt
                  Documents,

                  (h) Clause (m) of Section 7.11 of the Credit Agreement is
hereby amended by deleting the amount "$600,000" in the fourth line thereof and
inserting in its place the amount "$630,000".


                                       4
<PAGE>

                  (i) Clause (b) of Section 7.12 of the Credit Agreement is
hereby amended and restated in its entirety, as follows:

                  (b) any provisions of any agreement, instrument or document
         evidencing or securing any of the Subordinated Debt, including without
         limitation any of the Audax Subordinated Debt Documents, the Trust
         Subordinated Debt Documents or the Kiddie World Debt Documents,

                  (j) Subsection 7.14.5 of the Credit Agreement is amended and
restated in its entirety, as follows:

                  Not permit the total of (i) EBITDA for any Computation Period
         plus (ii) Pro Forma EBITDA for the portion of such Computation Period
         that is prior to the consummation of any applicable Acquisitions, to be
         less than the applicable amount set forth below for such Computation
         Period:

<Table>
<Caption>
  Computation
  Period Ending                            EBITDA
  -------------                            ------
<S>                                     <C>
September 30, 2002                      $21,825,000
December 31, 2002                       $22,075,000
March 31, 2003                          $22,325,000
June 30, 2003                           $22,575,000
September 30, 2003                      $22,825,000
December 31, 2003                       $23,075,000
March 31, 2004                          $23,325,000
June 30, 2004                           $23,575,000
September 30, 2004                      $23,825,000
December 31, 2004                       $24,075,000
March 31, 2005                          $24,325,000
June 30, 2005                           $24,575,000
September 30, 2005                      $24,825,000
December 31, 2005                       $25,075,000
March 31, 2006                          $25,325,000
June 30, 2006                           $25,575,000
September 30, 2006                      $25,825,000
December 31, 2006                       $26,075,000
March 31, 2007                          $26,325,000
June 30, 2007                           $26,575,000
September 30, 2007                      $26,825,000
December 31, 2007                       $27,075,000
</Table>

         provided, that the minimum required EBITDA set forth above for each
         Computation Period during which an Acquisition or joint venture
         Investment


                                       5
<PAGE>

         is consummated pursuant to Section 7.11 (other than the Kiddie World
         Acquisition, the effect of which has already been taken into account),
         or that occurs after such Acquisition or joint venture Investment has
         been consummated, shall be increased by an amount equal to 85% of Pro
         Forma EBITDA with respect to the Restricted Subsidiary, business or
         division acquired, or joint venture Investment made, at the time of
         such Acquisition or consummation.

                  (k) Section 7.14.6 of the Credit Agreement is hereby amended
by increasing the Capital Expenditure limitation for Fiscal Year 2002 from
"$7,000,000" to "$8,500,000".

                  (l) Section 8.1.2 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  Any default shall occur under the terms applicable to any Debt
         of any Loan Party (other than the Trust Subordinated Debt, the Audax
         Subordinated Debt, the Kiddie World Debt or the Senarc Debt) in an
         aggregate amount (for all such Debt so affected and including undrawn
         committed or available amounts and amounts owing to all creditors under
         any combined or syndicated credit arrangement) exceeding $250,000; or
         any default shall occur under any of the Trust Subordinated Debt
         Documents, the Trust Preferred Documents, the Audax Subordinated Debt
         Documents, the Kiddie World Debt Documents or the Senarc Debt
         Documents; and, in any case such default shall (a) consist of the
         failure to pay such Debt when due, whether by acceleration or
         otherwise, or (b) accelerate the maturity of such Debt or permit the
         holder or holders thereof, or any trustee or agent for such holder or
         holders, to cause such Debt to become due and payable (or require
         Borrower or any Restricted Subsidiary to purchase or redeem such Debt
         or post cash collateral in respect thereof) prior to its expressed
         maturity.

                  (m) Schedules 5.6, 5.16 and 5.20 to the Credit Agreement are
hereby amended and restated in their entirety in the forms attached hereto as
Schedule C.

                  4. RELEASE. Lenders hereby agree to release, and directs Agent
to release, Agent's Lien on all "gambling devices," as defined under the laws
of, and which are located in, the State of Washington.

                  5. CONDITIONS TO EFFECTIVENESS. The effectiveness of this
Amendment is subject to the following conditions precedent (unless specifically
waived in writing by Agent), each to be in form and substance satisfactory to
Agent; the execution of this Amendment by Agent shall constitute Agent's
acknowledgement that such conditions have been satisfied or waived:

                  (a) Agent shall have received a fully executed copy of this
Amendment signed by Borrower and Lenders, and such other documents and
instruments as Agent may require;


                                       6
<PAGE>

                  (b) Agent shall have received a fully executed copy of a
waiver agreement signed by Audax pursuant to which Audax waives all defaults
existing under the Audax Debt Documents which arise out of the consummation of
the Kiddie World Acquisition;

                  (c) Agent shall have received executed copies of all material
documents, agreements and instruments pertaining to the Kiddie World
Acquisition;

                  (d) Agent shall have received, reviewed and approved such
Uniform Commercial Code search reports and other diligence materials relating to
the business and the assets purchased by Borrower in connection with the Kiddie
World Acquisition as are deemed necessary by Agent in its sole discretion;

                  (e) Agent shall have received, for the pro rata benefit of
Lenders, an amendment fee equal to $75,000, which shall be fully earned and
nonrefundable when paid;

                  (f) All proceedings taken in connection with the transactions
contemplated by this Amendment and all documents, instruments and other legal
matters incident thereto shall be satisfactory to Agent and its legal counsel;
and

                  (g) No Default or Event of Default other than the Existing
Defaults shall have occurred and be continuing.

                  6. REPRESENTATIONS AND WARRANTIES. To induce Agent and Lenders
to enter into this Amendment, Borrower represents and warrants to Agent and
Lenders:

                  (a) that the execution, delivery and performance of this
Amendment has been duly authorized by all requisite corporate action on the part
of Borrower and that this Amendment has been duly executed and delivered by
Borrower; and

                  (b) that each of the representations and warranties set forth
in Section 5 of the Credit Agreement (other than those which, by their terms,
specifically are made as of certain date prior to the date hereof) as amended
pursuant to Schedule C hereto, are true and correct in all material respects as
of the date hereof.

                  7. SEVERABILITY. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

                  8. REFERENCES. Any reference to the Credit Agreement contained
in any document, instrument or Credit Agreement executed in connection with the
Credit Agreement shall be deemed to be a reference to the Credit Agreement as
modified by this Amendment.

                  9. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.


                                       7
<PAGE>

                  10. RATIFICATION. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions of
the Credit Agreement and shall not be deemed to be a consent to the modification
or waiver of any other term or condition of the Credit Agreement. Except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement are ratified and confirmed and shall continue in full force
and effect.


                                       8
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed under seal and delivered by their respective duly
authorized officers on the date first written above.

                             AMERICAN COIN MERCHANDISING, INC.


                             By /s/ Randall J. Fagundo
                                ------------------------------------------------
                             Title President and Chief Executive Officer


                             MADISON CAPITAL FUNDING LLC,
                               as Agent and a Lender


                             By     /s/ Craig Lacy
                                ------------------------------------------------
                             Title Managing Director


                             THE ROYAL BANK OF SCOTLAND PLC,
                               NEW YORK BRANCH, as Documentation Agent
                               and a Lender


                             By /s/ Una Corr
                                ------------------------------------------------
                             Title Vice President


                             COMERICA BANK, as a Lender


                             By /s/ Tammy J. Gurne
                                ------------------------------------------------
                             Title Managing Director


                             ANTARES CAPITAL CORPORATION,
                                as a Lender


                             By /s/ Chet Zara
                                ------------------------------------------------
                             Title Director


                             MIDLAND NATIONAL LIFE INSURANCE
                               COMPANY, as a Lender


                             By /s/ Adrian Duffy
                                ------------------------------------------------
                             Title Managing Director


                             DENALI CAPITAL CLO I, LTD., as a Lender


                             By /s/ John P. Thacker
                                ------------------------------------------------
                             Title Chief Credit Officer


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