<PAGE>


                                                                   EXHIBIT 10.69

                     AMENDMENT NO. 1 TO AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
("Amendment") is dated as of February 13, 2004, but effective as of December 31,
2003, 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.

                              W I T N E S S E T H:

         WHEREAS, Borrower, Agent and Lenders are parties to that certain
Amended and Restated Credit Agreement dated as of April 15, 2003 (as the same is
hereby, and may be from time to time, amended, supplemented or otherwise
modified, the "Credit Agreement"; capitalized terms not otherwise defined herein
have the definitions provided therefor in the Credit Agreement);

         WHEREAS, Borrower has requested, and Lenders have agreed to extend,
subject to the terms and conditions set forth herein, certain additional
advances in respect of the Term D Loans;

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

         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. AMENDMENTS. Subject to the satisfaction of the conditions set forth
in Section 2 below, the Credit Agreement is amended as follows:

         (a) The definition of the following terms are hereby added to Section
1.1 of the Credit Agreement in appropriate alphabetical order, as follows:

                  Amendment No. 1 means that certain Amendment No. 1 to Amended
         and Restated Credit Agreement dated as of February 13, 2004 but
         effective as of December 31, 2003.

                  Amendment No. 1 Execution Date means February 13, 2004.

                  First Installment Term D Loans has the meaning set forth in
         Section 2.1.4.


<PAGE>


                  First Installment Term D Loan Commitment means $3,800,000.

                  June 2004 Fee means the fee payable by Borrower to Lenders
         pursuant to Section 2.8.8(b).

                  June 2004 Fee Payment Date means the earlier to occur of (a)
         June 30, 2004 and (b) an Event of Default.

                  October 2004 Fee means the fee payable by Borrower to Lenders
         pursuant to Section 2.8.8(c).

                  October 2004 Fee Payment Date means the earlier to occur of
         (a) October 31, 2004 and (b) an Event of Default.

                  Second Installment Term D Loans has the meaning set forth in
         Section 2.1.4.

                  Second Installment Term D Loan Closing Fee means the fee
         payable by Borrower to Lenders pursuant to Section 2.8.9.

                  Second Installment Term D Loan Commitment means $8,500,000.

                  (b) The chart of Advance Multiple amounts set forth in the
definition of "Advance Multiple" contained in Section 1.1 of the Credit
Agreement is hereby amended and restated in its entirety, as follows:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------
                                 Period                                Advance Multiple Amount
         ------------------------------------------------------------------------------------------
         <S>                                                           <C>
         December 31, 2003 to December 30, 2004                                 2.75
         ------------------------------------------------------------------------------------------
         December 31, 2004 to June 29, 2005                                     2.50
         ------------------------------------------------------------------------------------------
         June 30, 2005 to March 30, 2006                                        2.25
         ------------------------------------------------------------------------------------------
         March 31, 2006 to September 29, 2006                                   2.00
         ------------------------------------------------------------------------------------------
         September 30, 2006 to March 30, 2007                                   1.75
         ------------------------------------------------------------------------------------------
         March 31, 2007 and thereafter                                          1.50
         ------------------------------------------------------------------------------------------
</TABLE>


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

                  EBITDA means, for any period, Consolidated Net Income for such
         period plus, to the extent deducted for such period in determining such
         Consolidated Net Income, Interest Expense, income tax expense,
         depreciation, amortization, other non-cash charges, management,
         consulting and similar fees to the extent permitted pursuant to Section
         7.4(iii)(a), transaction fees and expenses relating to this Agreement
         and the Related Transactions, to the extent expensed on or after the
         Original Closing Date, which amount of EBITDA


                                      -2-
<PAGE>

         shall be adjusted, without duplication with the calculation of Pro
         Forma EBITDA, by identifiable and verifiable actual or pro forma
         one-time nonrecurring items, such as excess owner compensation,
         severance and one-time transaction-related expenses related to any
         Acquisition or joint venture Investment permitted to be made under
         Section 7.11 hereof, in each case to the extent approved by Agent,
         which approval shall not be unreasonably withheld; provided that,
         notwithstanding anything to the contrary contained herein, for each of
         the calendar months listed below, EBITDA shall be deemed to be the
         amount set forth below opposite such month:

<TABLE>
<CAPTION>
                        -----------------------------------------------------
                               Calendar Month                 EBITDA
                        -----------------------------------------------------
                        <S>                                 <C>
                                January 2003                $1,709,321
                        -----------------------------------------------------
                               February 2003                $2,590,511
                        -----------------------------------------------------
                                 March 2003                 $2,713,636
                        -----------------------------------------------------
                                 April 2003                 $2,241,471
                        -----------------------------------------------------
                                  May 2003                  $2,036,269
                        -----------------------------------------------------
                                 June 2003                  $2,381,368
                        -----------------------------------------------------
                                 July 2003                  $2,908,472
                        -----------------------------------------------------
                                August 2003                 $2,569,898
                        -----------------------------------------------------
                               September 2003               $3,441,669
                        -----------------------------------------------------
                                October 2003                $2,628,189
                        -----------------------------------------------------
                               November 2003                $2,785,652
                        -----------------------------------------------------
                               December 2003                $3,977,144
                        -----------------------------------------------------
</TABLE>

                  (d) The definition of "Fixed Charge Coverage Ratio" contained
in Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety, as follows:

                  Fixed Charge Coverage Ratio means, for any Computation Period,
         the ratio of (a) the total for such period of (i) EBITDA minus (ii)
         machine placement fees paid in cash to customers during such
         Computation Period minus (iii) the lesser of (A) all Capital
         Expenditures during such Computation Period and (B) $10,000,000, minus
         (iv) cash taxes paid during such Computation Period minus (v) recurring
         management, consulting and similar fees paid during such Computation
         Period, to (b) the sum for such Computation Period of (i) Interest
         Expense paid in cash during the Computation Period plus (ii) required
         payments of Debt (including the Term Loans but excluding the Revolving
         Loans) during the Computation Period.

                  (e) The definition of the term "Loan Documents" contained in
Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety, as follows:

                  Loan Documents means this Agreement, the Notes, the Letters of
         Credit, the Collateral Documents, the Fee Letter, Amendment No. 1 and
         all documents, instruments and agreements now or hereafter delivered in



                                      -3-
<PAGE>


         connection with the foregoing, all as amended, restated or otherwise
         modified from time to time.

                  (f) The definition of the term "Term C and D Commitment Fee is
hereby deleted from the Credit Agreement and replaced with the term "Term C and
First Installment D Commitment Fee", as follows:

                  Term C and First Installment D Loan Commitment Fee means the
         fee payable by Borrower to Lenders pursuant to Section 2.8.3.

                  (g) The definition of the term "Term D Loans" set forth in
Section 1.1 of the Credit Agreement is hereby amended and restated in its
entirety, as follows:

                  Term D Loans has the meaning set forth in Section 2.1.4.

                  (h) The definition of the term "Term D Loan Commitment"
contained in Section 1.1 of the Credit Agreement is amended and restated in its
entirety, as follows:

                  Term D Loan Commitment means the sum of the First Installment
         Term D Loan Commitment plus the Second Installment Term D Loan
         Commitment.

                  (i) Section 2.1.3 of the Credit Agreement is amended and
restated in its entirety, as follows:

                  2.1.3  Term C Loan Commitment.

                  Each Lender will make a loan to Borrower (each such loan, a
         "Term C Loan") on the GamePlan Closing Date in such Lender's applicable
         Pro Rata Share of the Term C Loan Commitment. The Commitments of
         Lenders to make the Term C Loans shall expire on the earlier to occur
         of (i) the making of the Term C Loans on the GamePlan Closing Date and
         (ii) May 31, 2003. Term Loans which are repaid or prepaid by Borrower,
         in whole or in part, may not be reborrowed.

                  (j) Section 2.1.4 is hereby added to the Credit Agreement in
appropriate numerical order, as follows:

                  2.1.4  Term D Loan Commitment.

                  On the GamePlan Closing Date, certain Lenders will make a loan
         to Borrower (each such loan, a "First Installment Term D Loan") in each
         such Lender's applicable Pro Rata Share of the First Installment Term D
         Loan Commitment. On the Amendment No. 1 Execution Date, certain Lenders
         will make a loan to Borrower (each such loan, a "Second Installment
         Term D Loan"; together with the First Installment Term D Loan, the
         "Term D Loans") in each such Lender's applicable Pro Rata Share of the
         Second Installment


                                       -4-
<PAGE>


         Term D Loan Commitment. The Commitments of Lenders to make the First
         Installment Term D Loans shall expire on the earlier to occur of (i)
         the making of the First Installment Term D Loans on the GamePlan
         Closing Date and (ii) May 31, 2003. The Commitments of the Lenders to
         make the Second Installment Term D Loan shall expire on the Amendment
         No. 1 Execution Date. Term Loans which are repaid or prepaid by
         Borrower, in whole or in part, may not be reborrowed.

                  (k) Section 2.6.2 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  2.6.2  Notes.

                  At the request of any Lender, the Loans of such Lender shall
         be evidenced by a Note, with appropriate insertions, payable to the
         order of such Lender in a face principal amount equal to the sum of
         such Lender's Pro Rata share of the Revolving Loan Commitment plus the
         principal amount of such Lender's Term Loans.

                  (l) Section 2.8.3 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  2.8.3  Term C and First Installment D Loan Commitment Fee.

                  For the period from the Closing Date to the date on which the
         Term C Loan Commitment and the First Installment Term D Loan Commitment
         terminate, Borrower agrees to pay to Agent, for the account of each
         Lender according to such Lender's Pro Rata Share of the Term C Loan
         Commitment and the First Installment Term D Loan Commitment, a Term C
         and First Installment D Loan Commitment Fee equal to 0.50% per annum
         multiplied by the aggregate Term C Loan Commitment and First
         Installment Term D Loan Commitment. The Term C and First Installment D
         Loan Commitment Fee shall be payable in arrears on April 30, 2003 and
         on the date on which the Term C Loan Commitment and the First
         Installment Term D Loan Commitment terminate. The Term C and First
         Installment D Loan Commitment Fee shall be computed for the actual
         number of days elapsed on the basis of a year of 360 days.

                  (m) A new Section 2.8.8 is hereby added to the Credit
Agreement in appropriate numerical order, as follows:

                  2.8.8  Amendment No. 1 Fees.

                  (a) On the Amendment No. 1 Execution Date, Borrower agrees to
         pay to Agent, for the ratable account of each Lender party to Amendment
         No. 1, based on such Lender's Pro Rata Share under the Credit Agreement
         immediately prior to giving effect to Amendment No. 1, an amendment fee
         in


                                      -5-
<PAGE>


         an amount equal to 0.25% of the Commitments under the Credit Agreement
         immediately prior to giving effect to Amendment No. 1, which amount
         shall be fully earned and payable on the Amendment No. 1 Execution
         Date.

                  (b) On the June 2004 Fee Payment Date, Borrower shall pay to
         Agent, for the ratable account of each Lender party to Amendment No. 1,
         based on such Lender's Pro Rata Share under the Credit Agreement
         immediately prior to giving effect to Amendment No. 1, an amendment fee
         (the "June 2004 Fee") in an amount equal to 0.125% of the Commitments
         under the Credit Agreement immediately prior to giving effect to
         Amendment No. 1, which amount shall be fully earned and payable on the
         June 2004 Fee Payment Date; provided, however, that if the Obligations
         are paid in full and the Commitments are terminated prior to the June
         2004 Fee Payment Date, Borrower shall not be obligated to pay the June
         2004 Fee.

                  (c) On the October 2004 Fee Payment Date, Borrower shall pay
         to Agent, for the ratable account of each Lender party to Amendment No.
         1, based on such Lender's Pro Rata Share under the Credit Agreement
         immediately prior to giving effect to Amendment No. 1, an amendment fee
         (the "October 2004 Fee") in an amount equal to 0.125% of the
         Commitments under the Credit Agreement immediately prior to giving
         effect to Amendment No. 1, which amount shall be fully earned and
         payable on the October 2004 Fee Payment Date; provided, however, that
         if the Obligations are paid in full and the Commitments are terminated
         prior to the October 2004 Fee Payment Date, Borrower shall not be
         obligated to pay the October 2004 Fee.

                  (n) A new Section 2.8.9 is hereby added to the Credit
Agreement in appropriate numerical order, as follows:

                  2.8.9  Second Installment Term D Loan Closing Fee.

                  On the Amendment No. 1 Execution Date, Borrower agrees to pay
         to Agent, for the ratable account of each Lender making a Second
         Installment Term D Loan, the Second Installment Term D Loan Closing Fee
         in an aggregate amount equal to $148,750, which amount shall be fully
         earned and payable on the Amendment No. 1 Execution Date.

                  (o) Section 2.11.5 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  2.11.5  Term D Loan.


                                      -6-
<PAGE>


                  The Term D Loan, if borrowed, shall be paid for the account of
each Lender according to its Pro Rata Share thereof, in the installments and on
the dates set forth below:

<TABLE>
<CAPTION>
               Date                                Installment
               ----                                -----------
         <S>                                       <C>
         March 31, 2004                              $30,768
         June 30, 2004                               $30,768
         September 30, 2004                          $30,768
         December 31, 2004                           $30,768
         March 31, 2005                              $30,768
         June 30, 2005                               $30,768
         September 30, 2005                          $30,768
         December 31, 2005                           $30,768
         March 31, 2006                              $30,768
         June 30, 2006                               $30,768
         September 30, 2006                          $30,768
         December 31, 2006                           $30,768
         March 31, 2007                              $30,768
         June 30, 2007                              $2,967,865
         September 30, 2007                         $2,967,865
         December 31, 2007                          $2,967,865
         March 31, 2008                             $2,967,867
</TABLE>

                  Notwithstanding the foregoing, the outstanding principal
         balance of the Term D Loan shall be paid in full on the Term D Loan
         Maturity Date.

                  (p) Section 2.13 of the Credit Agreement is hereby amended and
restated in its entirety, as follows:

                  2.13  Closing Date/Amendment No. 1 Execution Date Settlement.

                  Upon the effectiveness of this Agreement on the Closing Date,
         (a) the Revolving Loan Commitment is being increased by $2,000,000 from
         the amount thereof in the Original Credit Agreement, (b) additional
         advances are being made in respect of the Term A Loans and the Term B
         Loans, as described in Section 2.1.2, (c) Term C Loan Commitments and
         First Installment Term D Loan Commitments are being created, as
         described in Sections 2.1.3 and 2.1.4, (d) one lender under the
         Original Credit Agreement is assigning its loans and commitments
         thereunder to Madison and (e) several



                                      -7-
<PAGE>


         new Lenders are purchasing Loans and Commitments hereunder. On the
         Amendment No. 1 Execution Date, (a) the Second Installment Term D Loan
         Commitment is being created, as described in Section 2.1.4 which will
         increase the Term D Loan Commitment by the amount of the Second
         Installment Term D Loan Commitment, and (b) each Lender has the
         Commitments and the outstanding Loans set forth on Annex I.

                  (q) Section 4.3 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

                  4.3  Making of Term C Loans and First Installment Term D
                       Loans.

                  The obligation of each Lender to advance its Pro Rata Share of
         the Term C Loans and the First Installment Term D Loans on the GamePlan
         Closing Date is subject to the additional conditions precedent that (a)
         the conditions contained in Section 7.11(l) shall have been satisfied,
         (b) the GamePlan Acquisition shall be consummated simultaneously with
         the making of such advances, (c) Borrower shall have complied with
         Section 8.15(xvii) of the Audax B Tranche Subordinated Debt Documents
         and Section 8.15(xvii) of the Audax A Tranche Subordinated Debt
         Documents and (d) such advances shall have been made, and the GamePlan
         Acquisition shall have been consummated, on or prior to May 31, 2003.

                  (r) Subclause (ii) of clause (l) of Section 7.11 is hereby
amended and restated in its entirety, as follows:

                  (ii) immediately before and after giving effect to the
         GamePlan Acquisition, the Term C Loan and First Installment Term D Loan
         made in connection therewith, no Event of Default or Default shall
         exist,

                  (s) Subclause (iv) of clause (1) of Section 7.11 is hereby
amended and restated in its entirety, as follows:

                  (iv) the only Debt incurred to consummate the GamePlan
         Acquisition shall be solely a combination of the proceeds of the Audax
         Subordinated Debt and the proceeds of the Term C Loan and First
         Installment Term D Loan,

                  (t) Section 7.14.2 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  7.14.2   Interest Coverage Ratio.



                                      -8-
<PAGE>


                  Not permit the Interest Coverage Ratio for any Computation
Period to be less than the applicable ratio set forth below for such Computation
Period:

<TABLE>
<CAPTION>
                              Computation                                  Interest
                             Period Ending                              Coverage Ratio
                             -------------                              --------------
         <S>                                                            <C>
         December 31, 2003                                               2.50 to 1.00
         March 31, 2004                                                  2.50 to 1.00
         June 30, 2004                                                   2.50 to 1.00
         September 30, 2004                                              2.60 to 1.00
         December 31, 2004                                               2.60 to 1.00
         March 31, 2005                                                  2.80 to 1.00
         June 30, 2005                                                   2.80 to 1.00
         September 30, 2005                                              3.00 to 1.00
         December 31, 2005                                               3.00 to 1.00
         March 31, 2006                                                  3.25 to 1.00
         June 30, 2006                                                   3.25 to 1.00
         September 30, 2006                                              3.25 to 1.00
         December 31, 2006                                               3.50 to 1.00
         March 31, 2007                                                  3.50 to 1.00
         June 30, 2007 and each September 30, December 31,               3.75 to 1.00
         March 31 and June 30 thereafter
</TABLE>

                  (u) Section 7.14.3 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  7.14.3  Senior Debt to EBITDA Ratio.

                  Not permit the Senior Debt to EBITDA Ratio as of the last day
         of any Computation Period to exceed the applicable ratio set forth
         below for such Computation Period:

<TABLE>
<CAPTION>
                              Computation                            Senior Debt to
                             Period Ending                            EBITDA Ratio
                             -------------                            ------------
         <S>                                                         <C>
         December 31, 2003                                            2.75 to 1.00
         March 31, 2004                                               2.75 to 1.00
         June 30, 2004                                                2.75 to 1.00
</TABLE>


                                      -9-
<PAGE>


<TABLE>
<CAPTION>
                              Computation                            Senior Debt to
                             Period Ending                            EBITDA Ratio
                             -------------                            ------------
         <S>                                                         <C>
         September 30, 2004                                           2.75 to 1.00
         December 31, 2004                                            2.50 to 1.00
         March 31, 2005                                               2.50 to 1.00
         June 30, 2005                                                2.25 to 1.00
         September 30, 2005                                           2.25 to 1.00
         December 31, 2005                                            2.25 to 1.00
         March 31, 2006                                               2.00 to 1.00
         June 30, 2006                                                2.00 to 1.00
         September 30, 2006                                           1.75 to 1.00
         December 31, 2006                                            1.75 to 1.00
         March 31, 2007 and each June 30, September 30,               1.50 to 1.00
         December 31 and March 31 thereafter
</TABLE>

                  (v) Section 7.14.4 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  7.14.4  Total Debt to EBITDA Ratio.

                  Not permit the Total Debt to EBITDA Ratio as of the last day
         of any Computation Period to exceed the applicable ratio set forth
         below for such Computation Period:

<TABLE>
<CAPTION>
                              Computation                               Total Debt to
                             Period Ending                              EBITDA Ratio
                             -------------                              ------------
         <S>                                                            <C>
         December 31, 2003                                              4.00 to 1.00
         March 31, 2004                                                 4.00 to 1.00
         June 30, 2004                                                  4.00 to 1.00
         September 30, 2004                                             4.00 to 1.00
         December 31, 2004                                              3.75 to 1.00
         March 31, 2005                                                 3.75 to 1.00
         June 30, 2005                                                  3.50 to 1.00
         September 30, 2005                                             3.50 to 1.00
         December 31, 2005                                              3.50 to 1.00
         March 31, 2006                                                 3.25 to 1.00
         June 30, 2006                                                  3.25 to 1.00
</TABLE>


                                      -10-
<PAGE>


<TABLE>
<CAPTION>
                              Computation                               Total Debt to
                             Period Ending                              EBITDA Ratio
                             -------------                              ------------
         <S>                                                            <C>
         September 30, 2006                                             3.00 to 1.00
         December 31, 2006                                              3.00 to 1.00
         March 31, 2007 and each June 30, September 30,                 2.75 to 1.00
         December 31 and March 31 thereafter
</TABLE>

                  (w) Section 7.14.5 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  (i) EBITDA.

                  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>
                      December 31, 2003                               $28,750,000
                      March 31, 2004                                  $29,000,000
                      June 30, 2004                                   $29,250,000
                      September 30, 2004                              $29,500,000
                      December 31, 2004                               $29,750,000
                      March 31, 2005                                  $30,000,000
                      June 30, 2005                                   $30,250,000
                      September 30, 2005                              $30,500,000
                      December 31, 2005                               $30,750,000
                      March 31, 2006                                  $31,000,000
                      June 30, 2006                                   $31,250,000
                      September 30, 2006                              $31,500,000
                      December 31, 2006                               $31,750,000
                      March 31, 2007                                  $32,000,000
                      June 30, 2007                                   $32,250,000
                      September 30, 2007                              $32,500,000
                      December 31, 2007                               $32,750,000
                      March 31, 2008 and each June 30,                $33,000,000
                      September 30, December 31 and
                      March 31 thereafter
</TABLE>


                                      -11-
<PAGE>


                  provided, that the minimum required EBITDA set forth above for
         each Computation Period during which an Acquisition or joint venture
         Investment is consummated pursuant to Section 7.11 (other than the
         Kiddie World Acquisition, the Folz Acquisition, and the GamePlan
         Acquisition, the effects of which have already been taken in to
         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.

                  (x) Section 7.14.6 of the Credit Agreement is hereby amended
and restated in its entirety, as follows:

                  7.14.6  Capital Expenditures.

                  Not permit the aggregate amount of all Capital Expenditures
         made by Borrower and the Restricted Subsidiaries in any Fiscal Year to
         exceed the applicable amount set forth below for such Fiscal Year:

<TABLE>
<CAPTION>
                     Fiscal Year                     Capital Expenditures
                     -----------                     --------------------
                     <S>                             <C>
                        2003                             $15,750,000
                        2004                             $14,500,000
                        2005                             $14,000,000
                        2006                             $14,000,000
                        2007                             $14,000,000
</TABLE>

                  If Borrower does not utilize the entire amount of Capital
         Expenditures permitted in any Fiscal Year commencing with Fiscal Year
         2004, Borrower may carry forward to the immediately succeeding Fiscal
         Year only, 50% of such unutilized amount (with Capital Expenditures
         made by Borrower in such succeeding Fiscal Year applied last to such
         unutilized amount).

                  (y) Annex I to the Credit Agreement is amended and restated in
its entirety as attached hereto as Annex I.

                  (z) Exhibit B to the Credit Agreement is amended and restated
in its entirety as attached hereto as Exhibit B.

                  2. 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


                                      -12-
<PAGE>


been satisfied or waived and upon the satisfaction and/or waiver of such
conditions, this Amendment shall be effective as of December 31, 2003:

                  (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 as listed on Attachment A attached hereto;

                  (b) 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

                  (c) No Default or Event of Default shall have occurred and be
continuing.

                  3. 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
supplemented by the schedules attached hereto, are true and correct in all
material respects as of the date hereof.

                  4. 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.

                  5. 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.

                  6. 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. 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.

                         [Page left blank intentionally]


                                      -13-
<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:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


                                       MADISON CAPITAL FUNDING LLC,
                                        as Agent and a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


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

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


                                       COMERICA BANK, as a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


                                       MIDLAND NATIONAL LIFE INSURANCE
                                        COMPANY, as a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


                                       DENALI CAPITAL CLO I, LTD., as a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------




Signature Page - Amendment No. 1 to Amended and Restated Credit Agreement
<PAGE>


                                       CIT LENDING SERVICES CORPORATION,
                                        as a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


                                       CREDIT AGRICOLE INDOSUEZ,
                                        as a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


                                       DENALI CAPITAL CLO II, LTD., as a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


                                       1888 FUND LTD., as a Lender

                                       By:
                                          --------------------------------------
                                       Title:
                                             -----------------------------------


Signature Page - Amendment No. 1 to Amended and Restated Credit Agreement
(Continued)