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                                                                   EXHIBIT 10.42



             AMENDMENT NO. 3 TO REDUCING REVOLVING LOAN AGREEMENT

             This Amendment No. 3 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 1.1. Section 1.1 of the Loan Agreement is amended by
adding the following new definitions at the appropriate alphabetical places:

                      "Swing Line" means the revolving line of credit
                      established by the Swing Line Lender in favor of Borrower
                      pursuant to Section 2.11.

                      "Swing Line Documents" means the promissory note and any
                      other documents executed by Borrower in favor of the Swing
                      Line Lender in connection with the Swing Line.

                      "Swing Line Lender" means Wells Fargo Bank, National 
                      Association.

                      "Swing Line Loans" means loans made by the Swing Line
                      Lender to Borrower pursuant to Section 2.11.

                      "Swing Line Outstandings" means, as of any date of
                      determination, the aggregate principal Indebtedness of
                      Borrower on all Swing Line Loans then outstanding.

             2. Section 2.1(a). Section 2.1(a) of the Loan Agreement is amended
by striking the first sentence thereof and substituting in its place the
following:

                      Subject to the terms and conditions set forth in this
                      Agreement, at any time and from time to time from the
                      Closing Date through the Maturity Date, each Lender 
                      shall, pro rata according to that Lender's Pro Rata Share
                      of the then applicable Commitment, make Advances to


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                      Borrower under the Commitment in such amounts as Borrower
                      may request that do not result in the sum of (i) the
                      aggregate principal amount outstanding under the Notes
                      plus (ii) the Aggregate Effective Amount of all
                      outstanding Letters of Credit plus (iii) the Swing Line
                      Outstandings to exceed the Commitment.

             3. Section 2.4(a). Section 2.4(a) of the Loan Agreement is amended
by striking the second sentence thereof and substituting in its place the
following:

                      Subject to the terms and conditions hereof, at any time
                      and from time to time from the Closing Date through the
                      Maturity Date, the Issuing Lender shall issue such Letters
                      of Credit under the Commitment as Borrower may request by
                      a Request for Letter of Credit; provided that (i) giving
                      effect to all such Letters of Credit, the sum of (A) the
                      aggregate principal amount outstanding under the Notes
                      plus (B) the Aggregate Effective Amount of all outstanding
                      Letters of Credit plus (C) the Swing Line Outstandings,
                      does not exceed the then applicable Commitment and (ii)
                      the Aggregate Effective Amount under all outstanding
                      Letters of Credit does not exceed $2,000,000.

             4. Section 2.11. Section 2.11 of the Loan Agreement is amended to
add a new Section 2.11 as follows:

             2.11 Swing Line. (a) The Swing Line Lender shall from time to time
from the Closing Date through the day prior to the Maturity Date make Swing Line
Loans to Borrower in such amounts as Borrower may request, provided that (a)
giving effect thereto, the sum of (i) the aggregate principal amount outstanding
under the Notes plus (ii) the Aggregate Effective Amount of all outstanding
Letters of Credit plus (iii) the Swing Line Outstandings does not exceed the
Commitment, (b) after giving effect to such Swing Line Loan, the Swing Line
Outstandings do not exceed $3,000,000, (c) without the consent of all of the
Lenders, no Swing Line Loan may be made during the continuation of an Event of
Default and (d) the Swing Line Lender has not given at least twenty-four (24)
hours prior notice to Borrower that availability under the Swing Line is
suspended or terminated. Borrower may borrow, repay and reborrow under this
Section. Unless notified to the contrary by the Swing Line Lender, borrowings
under the Swing Line may be made in amounts which are integral multiples of
$100,000 upon telephonic request by a Responsible Official of Borrower made to
the Administrative Agent not later than 1:00 p.m., California time, on the
Banking Day of the requested borrowing (which 


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telephonic request shall be promptly confirmed in writing by telecopier).
Promptly after receipt of such a request for borrowing, the Administrative Agent
shall provide telephonic verification to the Swing Line Lender that, after
giving effect to such request, availability for Loans will exist under Section
2.1 (and such verification shall be promptly confirmed in writing by
telecopier). Unless notified to the contrary by the Swing Line Lender, each
repayment of a Swing Line Loan shall be in an amount which is an integral
multiple of $100,000. Borrower shall notify the Swing Line Lender of its
intention to make a repayment of a Swing Line Loan not later than 1:00 p.m.
California time on the date of repayment. If Borrower instructs the Swing Line
Lender to debit its demand deposit account at the Swing Line Lender in the
amount of any payment with respect to a Swing Line Loan, or the Swing Line
Lender otherwise receives repayment, after 3:00 p.m., California time, on a
Banking Day, such payment shall be deemed received on the next Banking Day. The
Swing Line Lender shall promptly notify the Administrative Agent of the Swing
Loan Outstandings each time there is a change therein.

             (b) Swing Line Loans shall bear interest at a fluctuating rate per
annum equal to the Alternate Base Rate plus the Applicable Alternate Base Rate
Margin. Interest shall be payable on such dates, not more frequent than monthly,
as may be specified by the Swing Line Lender and in any event on the Maturity
Date. The Swing Line Lender shall be responsible for invoicing Borrower for such
interest. The interest payable on Swing Line Loans is solely for the account of
the Swing Line Lender (subject to clause (d) below).

             (c) The Swing Line Loans shall be payable on demand made by the
Swing Line Lender and in any event on the Maturity Date.

             (d) Upon the making of a Swing Line Loan, each Lender shall be
deemed to have purchased from the Swing Line Lender a participation therein in
an amount equal to that Lender's Pro Rata Share of the Commitment times the
amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each
Lender shall, according to its Pro Rata Share of the Commitment, promptly
provide to the Swing Line Lender its purchase price therefor in an amount equal
to its participation therein. The obligation of each Lender to so provide its
purchase price to the Swing Line Lender shall be absolute and unconditional
(except only demand made by the Swing Line Lender) and shall not be affected by
the occurrence of a Default or Event of Default; provided that no Lender shall
be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the
extent that the sum of (A) the aggregate principal amount of the Indebtedness
evidenced by the Notes plus (B) the Aggregate Effective Amount of all
outstanding Letters of Credit plus (C) the Swing Line Outstandings exceeds the
Commitment, (ii) Swing Line Loans to the extent that Swing Line Outstandings are
in excess of $3,000,000 and (iii) any Swing Line Loan made (absent the consent
of all of the Lenders) during the continuation of an Event of Default. Each
Lender that has provided to the Swing Line Lender the purchase price due 


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for its participation in Swing Line Loans shall thereupon acquire a pro rata
participation, to the extent of such payment, in the claim of the Swing Line
Lender against Borrower for principal and interest and shall share, in
accordance with that pro rata participation, in any principal payment made by
Borrower with respect to such claim and in any interest payment made by Borrower
(but only with respect to periods subsequent to the date such Lender paid the
Swing Line Lender its purchase price) with respect to such claim.

             (e) In the event that the Swing Line Outstandings are in excess of
$2,000,000 on ten (10) consecutive Banking Days, then on the next Banking Day
(unless Borrower has made other arrangements acceptable to the Swing Line Lender
to reduce the Swing Line Outstandings below $2,000,000), Borrower shall request
a Loan pursuant to Section 2.1 sufficient to reduce the Swing Line Outstandings
below $2,000,000. In addition, upon any demand for payment of the Swing Line
Outstandings by the Swing Line Lender (unless Borrower has made other
arrangements acceptable to the Swing Line Lender to reduce the Swing Line
Outstandings to $0), Borrower shall request a Loan pursuant to Section 2.1
sufficient to repay all Swing Line Outstandings (and, for this purpose, Section
2.1(d) shall not apply). In each case, the Administrative Agent shall
automatically provide the responsive Advances made by each Lender to the Swing
Line Lender (which the Swing Line Lender shall then apply to the Swing Line
Outstandings). In the event that Borrower fails to request a Loan within the
time specified by Section 2.2 on any such date, the Administrative Agent may,
but is not required to, without notice to or the consent of Borrower, cause
Alternate Base Rate Advances to be made by the Lenders under the Commitment in
amounts which are sufficient to reduce the Swing Line Outstandings as required
above. The conditions precedent set forth in Article 8 shall not apply to
Advances to be made by the Lenders pursuant to the three preceding sentences.
The proceeds of such Advances shall be paid directly to the Swing Line Lender
for application to the Swing Line Outstandings.

             (f) Notwithstanding anything in Sections 2.11(a) and 2.11(e) to the
contrary, the Swingline Lender may, in its sole discretion and in lieu of the
Swingline Loan procedures set forth in Sections 2.11(a) and 2.11(e), make
available to Borrower its "Credit Sweep" program (or other program having
comparable features and procedures) pursuant to which, at the close of business
on each Banking Day, if there then would be a debit balance in the Designated
Deposit Account, the Swingline Lender will credit the Designated Deposit Account
in an amount such that, giving effect thereto, such account reflects a positive
credit balance of $1.00. Each such credit shall constitute a Swingline Loan for
all purposes of this Agreement. The Swingline Lender may, in its sole
discretion, terminate availability of such program to Borrower, effective (if no
Default or Event of Default then exists) upon thirty (30) days prior written
notice to Borrower or (if a Default or Event of Default then exists) upon notice
to Borrower. Upon such a termination, the procedures otherwise applicable to
Swingline Loans in Sections 2.11(a) and 2.11(e) shall again apply.


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             5. Section 3.1(d). Section 3.1(d) of the Loan Agreement is amended
by striking clause (i) thereof and substituting in its place the following:

                      (i) the amount, if any, by which the sum of (A) the
                      principal Indebtedness evidenced by the Notes plus (B) the
                      Aggregate Effective Amount of all outstanding Letters of
                      Credit plus (C) the Swing Line Outstandings at any time
                      exceeds the then applicable Commitment (including the
                      Commitment as reduced pursuant to Section 2.5, 2.6 or 2.7)
                      shall be payable immediately; and

             6. Section 6.18. Section 6.18 of the Loan Agreement is amended by
stricking the figures "$15,000,000" in the third line thereof and substituting
in their place the figures "$24,000,000.":

             7. Section 6.19. Section 6.19 of the Loan Agreement is amended to
read in full as follows:

                              6.19 Operating Leases. Incur any obligation to pay
                      rent under an operating lease in (a) the Fiscal Year
                      ending December 31, 1998 if to do so would result in the
                      aggregate obligation of Borrower and its Subsidiaries to
                      pay rent under all operating leases in that Fiscal Year to
                      exceed $1,400,000 or (b) any Fiscal Year thereafter if to
                      do so would result in the aggregate obligation of Borrower
                      and its Subsidiaries to pay rent under all operating
                      leases in that Fiscal Year to exceed $2,250,000.

             8. Waiver. Compliance by Borrower with Section 6.18 of the Loan
Agreement, as it existed prior to the date of this Amendment, with respect to
the Fiscal Year ended December 31, 1998 is hereby waived.

             9. No Other Waiver. The waiver set forth in Paragraph 8 applies
only to the covenant and circumstances expressly described therein and shall not
be construed to apply to any other covenant or circumstance. The granting of
such waiver in such circumstances shall not imply the Administrative Agent's
willingness to waive such covenant under future similar circumstances.

             10. 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:


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

                              (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; and

                              (c)      the Swing Line Documents executed by
                                       Borrower.

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

             12. Confirmation. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.

             IN WITNESS WHEREOF, Borrower and the Administrative Agent have
executed this Amendment by their duly authorized representatives.

             Dated: February 26, 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 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. 3 to Reducing Revolving Loan Agreement by the
Administrative Agent on its behalf substantially in the form of the most recent
draft presented to the undersigned Lender.


             Date: February 26, 1999


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                                   [Name of Institution]



                                   By
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                                     [Printed Name and Title]





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