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                                                                   EXHIBIT 10.46

              AMENDMENT NO. 4 TO REDUCING REVOLVING LOAN AGREEMENT


         This Amendment No. 4 to Reducing Revolving Loan Agreement (this
"Amendment") is entered into with reference to the Reducing Revolving Loan
Agreement dated as of June 10, 1998 (as heretofore amended, the "Loan
Agreement") among American Coin Merchandising, Inc. ("Borrower"), the Lenders
party thereto, and Wells 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 the
Requisite Lenders pursuant to Section 11.2 of the Loan Agreement, agree as
follows:

         1. Section 6.6. Section 6.6(b) of the Loan Agreement is amended by
adding the following words at the end thereof (before the semicolon):

                           "or rights to purchase preferred stock that is the
                           approximate economic equivalent of one or more shares
                           of Common Stock"


         2. Conditions Precedent. The effectiveness of this Amendment shall be
conditioned upon 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:

                  (a)      Counterparts of this Amendment Executed by all
                           parties hereto; and

                  (b)      Written consent of the Requisite Lenders as required
                           under Section 11.2 of the Loan Agreement in the form
                           of Exhibit A to this Amendment.


         3. Representation and Warranty. Borrower represents and warrants that
no Default or Event of Default has occurred and remains continuing.


         4. 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 by their duly authorized representatives.


         Dated:  May 28, 1999




                                            AMERICAN COIN MERCHANDISING, INC.



                                            By: /s/ W. John Cash
                                               ------------------------------
                                                    W. John Cash
                                                    Chief Financial Officer


                                            WELLS FARGO BANK, NATIONAL
                                            ASSOCIATION, as Administrative Agent





                                            By: /s/ James K. Edwards
                                               ------------------------------
                                                    James K. Edwards
                                                    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 (as heretofore amended, the "Loan
Agreement") among American Coin Merchandising, Inc. ("Borrower"), the Lenders
party thereto and Wells Fargo Bank, National Association, as Administrative
Agent. Capitalized terms used by 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. 4 to Reducing Revolving Loan Agreement by the Administrative Agent
on its behalf substantially in the for of the most recent draft presented to the
undersigned Lender.

         Date:  May _____, 1999



                                            ---------------------------------
                                                   [Name of Institution]



                                            By:
                                               ------------------------------

                                            ---------------------------------
                                                 [Printed Name and Title]


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