EXHIBIT 10.70
CONSENT AND AMENDMENT NO. 1 TO
SUBORDINATION AND INTERCREDITOR AGREEMENT
THIS CONSENT AND AMENDMENT NO. 1 TO SUBORDINATION AND INTERCREDITOR
AGREEMENT (the "Amendment") is dated as of February 13, 2004, but is effective
as of December 31, 2003, and is entered into among Audax Mezzanine Fund, L.P.,
Audax Trust Co-Invest, L.P., Audax Co-Invest, L.P., AFF Co-Invest, L.P., The
Royal Bank of Scotland plc, New York Branch, (collectively, "Subordinated
Creditors"), American Coin Merchandising, Inc. ("Company"), ACMI Holdings, Inc.
("Holdings") and Madison Capital Funding LLC, as Agent (the "Agent") for the
Senior Lenders.
R E C I T A L S:
A. The Company, the Agent and certain Senior Lenders were parties to a
Credit Agreement dated as of February 11, 2002 (as amended, supplemented and
otherwise modified from time to time, the "Original Senior Credit Agreement").
B. The Company, the Agent and Senior Lenders are parties to an Amended
and Restated Credit Agreement dated as of April 15, 2003 (the "Amended Senior
Credit Agreement"), which amended and restated the Original Senior Credit
Agreement in its entirety. In connection with the execution and delivery of the
Amended Senior Credit Agreement, the Subordinated Creditors, the Company,
Holdings and the Agent executed and delivered a certain Subordination and
Intercreditor Agreement dated as of April 15, 2003 (the "Subordination
Agreement").
C. On the date hereof, the Company, the Agent and Senior Lenders are
entering into an Amendment No. 1 to Amended and Restated Credit Agreement of
even date herewith (the "Senior Credit Agreement Amendment"), which will amend
certain provisions of the Amended Senior Credit Agreement. In connection
therewith, the parties hereto have agreed to amend the Subordination Agreement
in the manner provided hereinbelow. Unless defined herein, capitalized terms
used herein shall have the meanings provided to such terms in the Amended Senior
Credit Agreement.
1. Consent of Agent. Agent hereby acknowledges its consent to the
amendments to the Audax B Tranche Subordinated Debt in the form of Exhibit A
attached hereto.
2. Consent of Subordinated Creditors. Subordinated Creditors hereby
acknowledge their consent to the Senior Credit Agreement Amendment in form of
Exhibit B attached hereto.
3. Amendment. Effective upon the effectiveness of the Senior Credit
Agreement Amendment, the definition of the term "Senior Debt" contained in
Section 1 of the Subordination Agreement is hereby amended by deleting therefrom
the amount "$8,200,000" and inserting in its place the amount of "$8,719,250".
4. References. Any references to the Subordination Agreement in any
document, agreement or instrument executed in connection with the Original
Senior Credit Agreement, Amended Senior Credit Agreement or the Subordinated
Purchase Agreement shall be deemed to be a reference to the Subordination
Agreement, as amended by this Amendment.
5. 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.
6. Effect. The terms and provisions set forth in this Amendment shall
modify and supersede all inconsistent terms and provisions of the Subordination
Agreement and shall not be deemed to be a consent to the modification or waiver
of any other term or condition of the Subordination Agreement. Except as
expressly modified and superseded by this Amendment, the terms and provisions of
the Subordination Agreement are ratified and confirmed and shall continue in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers on the
date first written above.
SUBORDINATED CREDITORS:
AUDAX MEZZANINE FUND, L.P.,
a Delaware limited partnership
By: Audax Mezzanine Business, L.P.
Its: General Partner
By: Audax Mezzanine Business, L.L.C.
Its: General Partner
By:
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Xxxxx X. Xxxxx
Its: Authorized Member
AUDAX CO-INVEST, L.P.
By: 101 Huntington Holdings, LLC
Title: General Partner
By:
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Name: Xxxxx X. Xxxxx
Its: Authorized Member
AUDAX TRUST CO-INVEST, L.P.
By: 101 Huntington Holdings, LLC
Title: General Partner
By:
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Name: Xxxxx X. Xxxxx
Its: Authorized Member
Signature Page - Consent and Amendment No. 1 to Subordination and Intercreditor
Agreement
AFF CO-INVEST, L.P.
By: 101 Huntington Holdings, LLC
Title: General Partner
By:
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Name: Xxxxx X. Xxxxx
Its: Authorized Member
THE ROYAL BANK OF SCOTLAND PLC,
NEW YORK BRANCH
By:
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Its:
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COMPANY:
AMERICAN COIN MERCHANDISING, INC.,
a Delaware corporation
By:
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Its:
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HOLDINGS:
ACMI HOLDINGS, INC.,
formerly known as CRANE MERGERCO
HOLDINGS, INC., a Delaware corporation
By:
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Its:
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AGENT:
MADISON CAPITAL FUNDING LLC,
a Delaware limited liability company, as
Agent
By:
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Its:
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Signature Page - Consent and Amendment No. 1 to Subordination and Intercreditor
Agreement (continued)
