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.
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Reaffirmation of Guarantee and
Collateral Agreement
Acknowledged and Agreed to as of
this 15th day of April, 2003.
AMERICAN COIN MERCHANDISING, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Title: President and CEO
ACMI HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Title: President and CEO
FVFN ACQUISITION CORP.
By: /s/ Xxxxxxx X. Xxxxxxx
Title: President and CEO
MADISON CAPITAL FUNDING LLC, as Agent
By: /s/ Xxxxx Xxxx
Title: Managing Director
