Reaffirmation of Guaranty and Collateral Agreement among American Coin Merchandising, Inc., ACMI Holdings, Inc., FVFN Acquisition Corp., and Madison Capital Funding LLC

Summary

This agreement, dated April 15, 2003, is a reaffirmation by American Coin Merchandising, Inc., ACMI Holdings, Inc., and FVFN Acquisition Corp. of their previous guaranty and collateral commitments to Madison Capital Funding LLC, acting as Agent. The parties confirm their ongoing guarantee of obligations under an amended and restated credit agreement, including the pledge of substantially all assets as collateral. The agreement also updates certain schedules and requires the parties to provide further documentation if requested by the Agent or lenders.

EX-10.77 10 y85932exv10w77.txt REAFFIRMATION OF GUARANTY AND COLLATERAL AGREEMENT Exhibit 10.77 REAFFIRMATION OF GUARANTY AND COLLATERAL AGREEMENT The undersigned hereby acknowledges that it has executed and delivered to Madison Capital Funding LLC, as Agent ("Agent"), a Guaranty and Collateral Agreement dated as of February 11, 2002 (as amended, the "Guaranty") of the repayment of all of the "Obligations" under the certain Credit Agreement dated as of February 11, 2002, by and among American Coin Merchandising, Inc., a Delaware corporation ("Borrower"), The Royal Bank of Scotland plc, New York Branch as documentation agent ("Documentation Agent"), the lenders from time to time party thereto and the Agent (the "Credit Agreement"), pursuant to which a security interest was granted in favor of Agent by the undersigned in substantially all of its assets as collateral security for the prompt and complete payment and performance of the Obligations when due. The undersigned hereby (i) acknowledges and consents to the execution, delivery and performance of the certain Amended and Restated Credit Agreement (the "Amended and Restated Credit Agreement") of even date herewith among Borrowers, the Lenders, Documentation Agent and the Agent, which amends and restates the Credit Agreement (capitalized terms used herein shall have the meanings provided to such terms in the Amended and Restated Credit Agreement), (ii) ratifies and affirms the Guaranty in all respects including the undersigned's guarantee and grant of security interest therein, (iii) agrees that Schedule 1 to the Guaranty is hereby amended to add the information as set forth on Schedule I hereto, (iv) agrees that Schedule 4 to the Guaranty is hereby amended to add the information as set forth on Schedule II hereto, (v) agrees that Schedule 5 to the Guaranty is hereby amended to add the information as set forth on Schedule III hereto and (vi) agrees to execute and deliver such further agreements, instruments and documents, and to perform such further acts, as Agent or any Lender shall reasonably request from time to time to evidence the undersigned's reaffirmation of the Guaranty. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Reaffirmation of Guarantee and Collateral Agreement Acknowledged and Agreed to as of this 15th day of April, 2003. AMERICAN COIN MERCHANDISING, INC. By: /s/ Randall J. Fagundo Title: President and CEO ACMI HOLDINGS, INC. By: /s/ Randall J. Fagundo Title: President and CEO FVFN ACQUISITION CORP. By: /s/ Randall J. Fagundo Title: President and CEO MADISON CAPITAL FUNDING LLC, as Agent By: /s/ Craig Lacy Title: Managing Director