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Exhibit 10.37
AMENDMENT NO. 1 TO REDUCING REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Reducing Revolving Loan Agreement (this
"Amendment") is entered into effective June 30, 1998, with reference to the
Reducing Revolving Loan Agreement dated as of June 10, 1998 (the "Loan
Agreement") among American Coin Merchandising, Inc. ("Borrower"), the Lenders
party thereto, and Xxxxx 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 table set forth in the definition of "Applicable Alternate Base
Rate Margin" and substituting in its place the following:
Applicable
Pricing Level Margin
------------- ------
I 0
II 0
III 0
IV 15
V 50
VI 75
VII 100
VIII 125
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2. Section 1.1. Section 1.1 of the Loan Agreement is further
amended by striking the table set forth in the definition of "Applicable
Commitment Fee Rate" and substituting in its place the following:
Applicable
Pricing Level Commitment Fee
------------- --------------
I 25
II 25
III 25
IV 25
V 37.5
VI 37.5
VII 37.5
VIII 37.5
3. Section 1.1. Section 1.1 of the Loan Agreement is further
amended by striking the table set forth in the definition of "Applicable
Eurodollar Rate Margin" and substituting in its place the following:
Applicable
Pricing Level Commitment Fee
------------- --------------
I 75
II 100
III 130
IV 165
X 000
XX 000
XXX 000
XXXX 000
0. Section 1.1. Section 1.1 of the Loan Agreement is further
amended by striking the definition of "Applicable Pricing Level" and
substituting in its place the following:
"Applicable Pricing Level" means (a) for the Pricing Period
commencing on the Closing Date and ending on August 15, 1998,
(i) Pricing Level I for purposes of the Applicable
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Commitment Fee Rate and (ii) Pricing Level VIII for purposes
of the Applicable Alternate Base Rate Margin, Applicable
Eurodollar Rate Margin and Applicable Standby Letter of Credit
Fee and (b) for each subsequent Pricing Period, the pricing
level set forth below opposite the Senior Funded Debt Ratio as
of the last day of the Fiscal Quarter most recently ended
prior to the commencement of that Pricing Period:
Pricing Level Senior Funded Debt Ratio
------------- ------------------------
I Less than .75 to 1.00
II Equal to or greater than .75 to 1.00,
but less than 1.00 to 1.00
III Equal to or greater than 1.00 to 1.00,
but less than 1.25 to 1.00
IV Equal to or greater than 1.25 to 1.00,
but less than 1.50 to 1.00
V Equal to or greater than 1.50 to 1.00,
but less than 1.75 to 1.00
VI Equal to or greater than 1.75 to 1.00,
but less than 2.00 to 1.00
VII Equal to or greater than 2.00 to 1.00,
but less than 2.50 to 1.00
VIII Equal to or greater than 2.50 to 1.00
provided that (i) in the event that Borrower does not deliver
a Pricing Certificate with respect to any Pricing Period prior
to the commencement of such Pricing Period, then until (but
only until) such Pricing Certificate is delivered the
Applicable Pricing Level for that Pricing Period shall be
Pricing Level VIII and (ii) if any Pricing Certificate is
subsequently determined to be in error, then any resulting
change in the Applicable Pricing Level shall be made
retroactively to the beginning of the relevant Pricing Period.
5. Section 1.1. Section 1.1 of the Loan Agreement is
further amended by striking the definition of "Commitment" and substituting in
its place the following:
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"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, $50,000,000 and (b) on and after such
date, $60,000,000.
6. Section 1.1. Section 1.1. of the Loan Agreement
is further amended by adding the following proviso at the end of the definition
of "Indebtedness":
; provided that Indebtedness shall not include amounts
outstanding under Trust Preferred Securities or the
related Junior Subordinated Debentures.
7. Section 1.1. Section 1.1. of the Loan Agreement
is further amended by adding the following proviso at the end of the definition
of "Interest Expense":
; provided, that Interest Expense shall in any event
include (without duplication) dividends paid on Trust
Preferred Securities and interest paid on the related
Junior Subordinated Debentures.
8. Section 1.1. Section 1.1 of the Loan Agreement is
further amended by striking the definition of "Stockholders' Equity" and
substituting in its place the following:
"Stockholders' Equity" means, as of any date of
determination and with respect to any Person, (a) the
consolidated stockholders' equity of the Person as of
that date determined in accordance with GAAP plus (b)
an amount equal to 100% of the aggregate book value
of any outstanding Trust Preferred Securities on that
date; provided that there shall be excluded from
Stockholders' Equity any amount attributable to
Disqualified Stock.
9. Section 1.1. Section 1.1 of the Loan Agreement is
further amended by adding the following new definitions at the appropriate
alphabetical places:
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"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 twenty (20) consecutive
calendar quarters absent the existence of a
proceeding under a Debtor Relief Law involving
Borrower.
"Trust Issuer" means one or more business trusts
formed by Borrower as a special purpose grantor trust
for the purpose of facilitating the issuance of Trust
Preferred Securities, and which engages in no
activities other than those incident to such Trust
Preferred Securities.
"Trust Preferred Security" means a preferred security
issued by a Trust Issuer that is not subject to
mandatory redemption, or redemption at the election
of the holder thereof, prior to the date that is one
(1) year after the Maturity Date (except upon payment
or redemption of the Junior Subordinated Debentures)
and for which the funds for the payment of any such
redemption, and for the payment of dividends thereon,
are provided to the Trust Issuer through the Junior
Subordinated Debentures.
10. 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, not later
than September 30, 1998, for not less than
$25,000,000 a security of Borrower that is either (a)
a Subordinated Obligation or (b) a Trust Preferred
Security, in either case in form and substance
acceptable to the Requisite Lenders.
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11. Section 6.13. Section 6.13 of the Loan Agreement is
amended to read in full as follows:
6.13 Senior Funded Debt Ratio. Permit the Senior
Funded Debt Ratio, as of the last day of any Fiscal
Quarter, to be greater than the ratio set forth below
opposite the period during which such Fiscal Quarter
ends:
Period Ratio
------ -----
Closing Date through
December 31, 1998 3.35 to 1.00
January 1, 1999 through
June 30, 1999 3.10 to 1.00
July 1, 1999 through
December 31, 1999 2.85 to 1.00
January 1, 2000
through
June 30, 2000 2.60 to 1.00
July 1, 2000 and
thereafter 2.50 to 1.00
12. Section 6.14. Section 6.14 of the Loan Agreement is
amended by striking the table therein set forth and substituting in its place
the following:
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Period Ratio
------ -----
Closing Date through
December 31, 1999 4.50 to 1.00
January 1, 2000
and thereafter 4.00 to 1.00
13. Section 6.16. Section 6.16 of the Loan Agreement is
amended to read in full as follows:
6.16 Stockholders' Equity. Permit Stockholders'
Equity, as of the last day of any Fiscal Quarter, to
be less than the sum of (a) $27,500,000 plus (b) 90%
of Net Income in the Fiscal Quarter ending June 30,
1998 and each Fiscal Quarter thereafter (with no
deduction for a net loss in any such Fiscal Quarter)
plus (c) 75% of the proceeds of any issuance by
Borrower of equity securities (except to employees or
former employees of Borrower pursuant to an employee
stock option plan maintained by Borrower) subsequent
to Closing Date plus (d) 90% of the proceeds of any
issuance by Borrower of Trust Preferred Securities
subsequent to the Closing Date.
14. Section 6.22. The Loan Agreement is amended by
adding a new Section 6.22 to read in full as follows:
6.22 Prepayment of Junior Subordinated Debentures.
Prepay or redeem prior to maturity any Junior
Subordinated Debentures, or exercise any right it may
have to shorten the maturity of any Junior
Subordinated Debentures to a date that is earlier
than the date that is one (1) year after the Maturity
Date.
15. 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:
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(i) Counterparts of this Amendment
executed by all parties hereto;
(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;
(iii) Notes executed by Borrower in favor
of each Lender, each in an amount
equal to that Lender's Pro Rata
Share of the Commitment (as
amended), against delivery for
cancellation of the Notes issued on
June 10, 1998;
(iv) A copy of the resolution of the
board of directors of Borrower
authorizing this Amendment,
certified by the Secretary of
Borrower; and
(v) The written opinion of legal counsel
to Borrower stating that, giving
effect to this Amendment, the
opinions expressed in the Opinion of
Counsel are confirmed; and
(b) payment to the Administrative Agent, for the
account of the Lenders according to their Pro
Rata Share of the Commitment, an amendment
fee in the amount agreed upon in a letter
agreement between the Administrative Agent
and Borrower.
16. Representation and Warranty. Borrower represents and
warrants that no Default or Event of Default has occurred and remains
continuing.
17. Confirmation. In all other respects, the terms of
the Loan Agreement and the other Loan Documents are hereby confirmed.
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IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment effective as of June 30, 1998 by their duly authorized
representatives.
AMERICAN COIN MERCHANDISING, INC.
By: /s/ W. Xxxx Xxxx
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W. Xxxx Xxxx
Chief Financial Officer
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice President
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Exhibit A to Amendment
CONSENT OF LENDER
Reference is hereby made to that certain Reducing Revolving
Loan Agreement dated as of June 10, 1998 (the "Loan Agreement") among
American Coin Merchandising, Inc. ("Borrower"), the Lenders party thereto
and Xxxxx 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. 1 to Reducing Revolving Loan Agreement by the
Administrative Agent on its behalf effective as of June 30, 1998,
substantially in the form of the most recent draft presented to the
undersigned Lender.
Date: July __, 1998
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[Name of Institution]
By
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[Printed Name and Title]
