exv10w3







Exhibit 10.3





FORM OF FIRST AMENDMENT, CONSENT AND WAIVER 

TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) is
entered into as of February 12, 2009, among COINSTAR, INC., a Delaware corporation (the
“Borrower”), the Lenders party to the Credit Agreement (hereinafter defined) and BANK OF
AMERICA, N.A., as the Administrative Agent for the Lenders (in such capacity, the
“Administrative Agent”).



     A. The Borrower, the Lenders and the Administrative Agent are party to that certain Credit
Agreement dated as of November 20, 2007 (as the same may be amended, modified, supplemented,
restated or amended and restated from time to time, the “Credit Agreement”).



     B. The Borrower has advised the Lenders and the Administrative Agent that (a) the Borrower and
GetAMovie Inc., an Illinois corporation (“GAM”), have entered into that certain Purchase
and Sale Agreement dated as of the date hereof (the “GAM Purchase and Sale Agreement”),
pursuant to which the Borrower has agreed to acquire all of the equity interests of Redbox
Automated Retail, LLC, a Delaware limited liability company (“Redbox”), owned by GAM upon
and subject to the terms and conditions set forth therein, and (b) the Borrower may, but shall not
be obligated to, enter into one or more purchase and sale agreements (substantially upon the same
terms and conditions as the GAM Purchase and Sale Agreement, with such changes therein as are
necessary to reflect the relative ownership interests in Redbox subject thereto, collectively, the
“Additional Purchase and Sale Agreement”), with certain minority interest owners (the
“Minority Interest Owners”) of Redbox, pursuant to which the Borrower would agree to
purchase all of the equity interests of Redbox owned by the Minority Interest Owners (the GAM
Purchase and Sale Agreement and the Additional Purchase and Sale Agreement, as the same may be
amended or modified as permitted herein, being herein collectively called the “Purchase and
Sale Agreement” and the acquisitions that have been agreed to pursuant to the GAM Purchase and
Sale Agreement and that may be agreed to pursuant to the Additional Purchase and Sale Agreement
being herein collectively called the “Redbox Acquisition”).



     C. The Borrower has requested that the Lenders consent to the execution, delivery and
performance by the Borrower of the Purchase and Sale Agreement upon and subject to the terms and
conditions set forth therein and waive certain covenants set forth in the Credit Agreement that
would or might be breached as a result of such execution, delivery and performance. The Borrower
has also requested that the Lenders agree to amend certain provisions of the Credit Agreement. The
Lenders have agreed to such consent, waiver and amendments.



     In consideration of the foregoing and the mutual agreements contained in the Credit Agreement
and herein and for other good and valuable, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     1. Terms and References. Unless otherwise stated in this Amendment, (a) terms defined
in the Credit Agreement have the same meanings when used in this Amendment and (b) references to
“Sections” are to the Credit Agreement’s sections.



First Amendment, Consent and Waiver to Credit Agreement




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     2. Consents and Waivers. (a) The Lenders hereby consent to the execution, delivery
and performance by the Borrower of the Purchase and Sale Agreement upon and subject to the terms
and conditions set forth therein and waive the provisions of Sections 7.02,
7.03, 7.05, 7.06, 7.09 and 7.11 (in the case of Section
7.11, to permit the payment and prepayment of the obligations of the Borrower under the
Purchase and Sale Agreement) to the extent that such Sections would or might be breached as a
result of such execution, delivery and performance; provided that such consent and waiver
are conditioned on the following (and the Borrower hereby covenants and agrees to observe and
perform such conditions):




     (i) concurrently with its delivery pursuant to the Purchase and Sale Agreement, the
Borrower will deliver to the Administrative Agent a true and correct copy of the Closing
Deferred Consideration Schedule (as defined in the Purchase and Sale Agreement);




     (ii) the aggregate cash consideration payable to GAM at the closing of the Redbox
Acquisition pursuant to the GAM Purchase and Sale Agreement will not exceed $10,000,000 and
the aggregate cash consideration payable to the Minority Interest Owners at the closing of
the Redbox Acquisition pursuant to the Additional Purchase and Sale Agreement will not
exceed $2,500,000;




     (iii) after giving effect to the payment of any cash consideration for the Redbox
Acquisition after any closing thereof, the sum of (i) the difference between the Aggregate
Commitments and the Total Outstandings and (ii) the cash (excluding cash in an amount equal
to amounts owing to counterparties to Coinstar Installation Agreements as a result of the
issuance by such counterparties of payment vouchers pursuant to such Coinstar Installation
Agreements in respect of coins contained in automated coin counting machines that are owned
by the Borrower or any of its Subsidiaries and that are subject to such Coinstar
Installation Agreements) and Eligible Cash Equivalents of Borrower and its Subsidiaries, but
only to the extent owned by the Borrower or any of its Subsidiaries free and clear of all
Liens (other than Liens created under the Loan Documents and Liens permitted by Section
7.01(m)), shall be at least $40,000,000;




     (iv) the Borrower will not pay in cash any of the consideration payable for the Redbox
Acquisition after any closing thereof if an Event of Default exists or would result
therefrom;




     (v) the Borrower will not amend, modify or waive any of the terms and conditions of the
Purchase and Sale Agreement if such amendment, modification or waiver would increase the
amount or accelerate the time of payment of any of the consideration payable thereunder or
would otherwise reasonably be expected to have a Material Adverse Effect or be materially
adverse to the interests of the Lenders and the Administrative Agent, without the prior
written consent of the Administrative Agent; and




     (vi) the closing of the Redbox Acquisition shall occur on or before March 31, 2009.



First Amendment, Consent and Waiver to Credit Agreement







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For purposes of the foregoing waiver and consent and of the Credit Agreement, (A) the Redbox
Acquisition shall be deemed to be a Material Acquisition that occurred on the first day of the
third full fiscal quarter prior to the fiscal quarter in which the Redbox Acquisition pursuant to
the GAM Purchase and Sale Agreement actually occurs, (B) the Redbox Acquisition shall be deemed to
be a Permitted Acquisition (but the consideration paid and payable in connection therewith shall be
excluded from the amount set forth in clause (e) of the definition of Permitted
Acquisition), (C) Redbox shall be deemed to be a Guarantor from and after the closing of the Redbox
Acquisition pursuant to the GAM Purchase and Sale Agreement, (D) Indebtedness incurred by the
Borrower under the Purchase and Sale Agreement shall be excluded from the amounts set forth in
Sections 7.03(g), (h) and (i), and (E) payments made by the
Borrower pursuant to the Purchase and Sale Agreement shall be excluded from the amount set forth in
Section 7.05(g);




     (b) The Lenders hereby consent to the Disposition of all or any portion of the stock or assets
of Coinstar Entertainment Services Inc. or any of its Subsidiaries, agree that the proceeds of any
such Disposition shall be excluded from the amount set forth in Section 7.05(g), and
authorize the Administrative Agent to release Collateral and Coinstar Entertainment Services Inc.
and/or any of its Subsidiaries from its obligations under the Guarantee and Collateral Agreement in
connection with any such Disposition as provided in Section 9.10.



     3. Amendments. The Credit Agreement is amended as follows:



     (a) The definition of “Applicable Rate” set forth in Section 1.01 is amended
to read in its entirety as follows:



     “Applicable Rate” means the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the
Administrative Agent pursuant to Section 6.02(b):



Applicable Rate




	 	 	 	 	 	 	 	 	 	 	 
	Pricing	 	Consolidated	 	Commitment	 	Eurodollar	 	Letter of	 	Base Rate
	Level	 	Leverage Ratio	 	Fee	 	Rate +	 	Credit Fee	 	+
	1	 	£1.50 to 1.00
	 	0.50	 	2.50	 	2.50	 	1.50
	2	 	>1.50 to 1.00 but
	 	0.50	 	2.75	 	2.75	 	1.75
	 	 	£2.00 to 1.00
	 	 	 	 	 	 	 	 
	3	 	>2.00 to 1.00 but
	 	0.50	 	3.00	 	3.00	 	2.00
	 	 	£2.50 to 1.00
	 	 	 	 	 	 	 	 
	4	 	>2.50 to 1.00 but
	 	0.50	 	3.25	 	3.25	 	2.25
	 	 	£3.00 to 1.00
	 	 	 	 	 	 	 	 
	5	 	>3.00 to 1.00
	 	0.50	 	3.50	 	3.50	 	2.50







     Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(b); provided that, if
a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing
Level 5 shall apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered until the first Business Day immediately following the date such
Compliance



First Amendment, Consent and Waiver to Credit Agreement







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Certificate is delivered (provided that, the foregoing shall not operate as a
waiver of any Default or Event of Default that may exist as a result of the failure to timely
deliver such Compliance Certificate); and provided, further, that, notwithstanding
the Consolidated Leverage Ratio that may be set forth in any Compliance Certificate delivered prior
to such time, (a) Pricing Level 1 or 2 shall not apply from the Closing Date until the first
Business Day immediately following the date a Compliance Certificate is delivered pursuant to
Section 6.02(b) for the fiscal quarter ended March 31, 2008, and (b) Pricing Level 5 shall
apply from February 12, 2009 until the first Business Day immediately following the date a
Compliance Certificate is delivered pursuant to Section 6.02(b) for the fiscal quarter
ended March 31, 2009. Notwithstanding anything to the contrary contained in this definition, the
determination of the Applicable Rate for any period shall be subject to the provisions of
Section 2.10(b).




     (b) The definition of “Base Rate” set forth in Section 1.01 is amended to read
in its entirety as follows:




     “Base Rate” means, for any day, a fluctuating rate per annum equal to the
highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for
such day as publicly announced from time to time by Bank of America as its “prime rate” and
(c) the Eurodollar Rate that would be in effect for a one-month Interest Period if such
Interest Period began and was in effect on such day (or if such day is not a Business Day,
the immediately preceding Business Day) plus 1%. The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing
some loans, which may be priced at, above, or below such announced rate. Any change in such
rate announced by Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.



     (c) Effective upon the closing of the Redbox Acquisition pursuant to the GAM Purchase and Sale
Agreement (the “GAM Closing”), the definition of “Consolidated EBITDA” set forth in
Section 1.01 is amended by deleting the last sentence of the definition, which reads as
follows:




     Notwithstanding that Redbox may otherwise be a Subsidiary and notwithstanding the
treatment that may otherwise be given to Redbox under GAAP, Redbox shall not be considered
to be a Subsidiary for purposes of this definition or included in the calculation of
Consolidated EBITDA pursuant to this definition.



     (d) Effective upon the GAM Closing, the definition of “Consolidated Interest Expense”
set forth in Section 1.01 is amended by deleting the proviso in the definition, which reads
as follows:




     ; provided that notwithstanding that Redbox may otherwise be a Subsidiary and
notwithstanding the treatment that may otherwise be given to Redbox under GAAP, Redbox shall
not be considered to be a Subsidiary for purposes of this definition or included in the
calculation of Consolidated Interest Expense pursuant to this definition.



     (e) Effective upon the GAM Closing, the definition of “Consolidated Net Income” set
forth in Section 1.01 is amended by deleting the proviso in the definition, which reads as
follows:



First Amendment, Consent and Waiver to Credit Agreement







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     ; and provided, further, that notwithstanding that Redbox may otherwise
be a Subsidiary and notwithstanding the treatment that may otherwise be given to Redbox
under GAAP, Redbox shall not be considered to be a Subsidiary for purposes of this
definition or included in the calculation of Consolidated Net Income pursuant to this
definition.



     (f) Effective upon the GAM Closing, the definition of “Consolidated Total Debt” set
forth in Section 1.01 is amended by deleting the proviso in the definition, which reads as
follows:




     ; provided that notwithstanding that Redbox may otherwise be a Subsidiary and
notwithstanding the treatment that may otherwise be given to Redbox under GAAP, Redbox shall
not be considered to be a Subsidiary for purposes of this definition or included in the
calculation of Consolidated Total Debt pursuant to this definition.



     (g) Effective upon the GAM Closing, a new definition of “Eligible Cash Equivalents”,
reading in its entirety as follows, is added in the appropriate alphabetical location in
Section 1.01:




     “Eligible Cash Equivalents” means any of the following types of Investments:




     (a) readily marketable obligations issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
having maturities of not more than 360 days from the date of acquisition thereof;
provided that the full faith and credit of the United States of America is pledged in
support thereof;




     (b) time deposits with, or insured certificates of deposit or bankers’
acceptances of, any commercial bank that (i)(A) is a Lender or (B) is organized under
the laws of the United States of America, any state thereof or the District of
Columbia or is the principal banking subsidiary of a bank holding company organized
under the laws of the United States of America, any state thereof or the District of
Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent
of which issues) commercial paper rated as described in clause (c) of this definition
and (iii) has combined capital and surplus of at least $1,000,000,000, in each case
with maturities of not more than 90 days from the date of acquisition thereof;




     (c) commercial paper issued by any Person organized under the laws of any state
of the United States of America and rated at least “Prime-1” (or the then equivalent
grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each
case with maturities of not more than 180 days from the date of acquisition thereof;
and




     (d) Investments, classified in accordance with GAAP as current assets of the
Borrower or any of its Subsidiaries, in money market investment programs registered
under the Investment Company Act of 1940, which are administered by
financial institutions that have the highest rating obtainable from either
Moody’s Investors Service, Inc. or Standard & Poors Ratings Group, and the portfolios
of



First Amendment, Consent and Waiver to Credit Agreement








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which are limited solely to Investments of the character, quality and maturity
described in clauses (a), (b) and (c) of this definition.



     (h) A new definition of “Impacted Lender”, reading in its entirety as follows, is
added in the appropriate alphabetical location in Section 1.01:




     “Impacted Lender” means a Defaulting Lender or a Lender (a) as to which an
entity that controls such Lender has become insolvent or become subject to a bankruptcy or
other similar proceeding or (b) which has defaulted in fulfilling, and continues to remain
in default in fulfilling, its obligations under one or more other credit facilities.



     (i) Effective upon the GAM Closing, the definition of “Permitted Acquisition” set
forth in Section 1.01 is amended to read in its entirety as follows:




     “Permitted Acquisition” means an acquisition of all or substantially all of the
assets or of the assets constituting a line of business or greater than 50% of the Equity
Interests of any Person where (a) no Default or Event of Default shall have occurred and be
continuing on the date such Permitted Acquisition is consummated, before or after giving
effect thereto, (b) the business acquired (or Person acquired) is principally engaged in the
same line of business (or a business reasonably incidental or complementary thereto) as the
Borrower, (c) for any acquisition for which the fair market value of the consideration to be
paid (including the amount of any Indebtedness or other obligations or liabilities assumed
or acquired, but excluding any Equity Interests of the Borrower issued in connection
therewith (other than any Equity Interests that any Loan Party is or, upon the passage of
time or the occurrence of any event, may become obligated to redeem, purchase, retire,
defease or otherwise make any payment in respect thereof)) exceeds the Threshold Amount, the
Borrower shall have demonstrated to the Administrative Agent compliance with the covenants
set forth in Section 7.12 (i) on a pro forma basis (calculated for
the relevant period set forth in Section 7.12 as of the date of such acquisition as
if such acquisition had occurred on the first day of the relevant period), for the most
recent full fiscal quarter immediately preceding such consummation date for which the
relevant financial information has been delivered pursuant to Section 6.01 and (ii)
on a projected basis, for each of the four fiscal quarters following the quarter referred to
in the preceding clause (i), (d) for any acquisition for which the fair market value
of the consideration to be paid (including the amount of any Indebtedness or other
obligations or liabilities assumed or acquired, but excluding any Equity Interests of the
Borrower issued in connection therewith (other than any Equity Interests that any Loan Party
is or, upon the passage of time or the occurrence of any event, may become obligated to
redeem, purchase, retire, defease or otherwise make any payment in respect thereof)) exceeds
the Threshold Amount, the Borrower shall have delivered to the Administrative Agent for
itself and for distribution to each Lender copies of the most recent audited financial
statements (or if unavailable, the most recent unaudited financial statements) of the
acquired Person together with such other information that the Administrative Agent may
reasonably request, (e) the fair market value of the consideration paid (including the
amount of any Indebtedness or other obligations or liabilities assumed or acquired, but
excluding any Equity Interests of the
Borrower issued in connection therewith (other than any Equity Interests that any Loan
Party is or, upon the passage of time or the occurrence of any event,



First Amendment, Consent and Waiver to Credit Agreement




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may become obligated
to redeem, purchase, retire, defease or otherwise make any payment in respect thereof)) in
connection with such Permitted Acquisition together with that for other Permitted
Acquisitions during the same fiscal year of the Borrower (excluding the acquisition of
GroupEx), shall not be in excess of 50% of Consolidated EBITDA for the previous four fiscal
quarters (the “Annual Permitted Acquisitions Amount”); provided that, for
any acquisition for which the fair market value of the consideration to be paid (including
the amount of any Indebtedness or other obligations or liabilities assumed or acquired, but
excluding any Equity Interests of the Borrower issued in connection therewith (other than
any Equity Interests that any Loan Party is or, upon the passage of time or the occurrence
of any event, may become obligated to redeem, purchase, retire, defease or otherwise make
any payment in respect thereof)) exceeds the Threshold Amount, a Responsible Officer of the
Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance
Certificate; provided, further, that the acquisition of GroupEx shall be deemed to
be a Permitted Acquisition but shall not otherwise be subject to the requirements and
limitations of this definition; provided, further, that for the Borrower’s 2009
fiscal year, an acquisition, or acquisitions, of all or substantially all of the assets or
of the assets constituting a line of business or of greater than 50% of the Equity Interests
of any Person shall be deemed to be a Permitted Acquisition even if clauses (c),
(d), and/or (e) above are not satisfied, so long as the fair market value of
the consideration to be paid in connection with all such acquisitions (including the amount
of any Indebtedness or other obligations or liabilities assumed or acquired, but excluding
any Equity Interests of the Borrower issued in connection therewith (other than any Equity
Interests that any Loan Party is or, upon the passage of time or the occurrence of any
event, may become obligated to redeem, purchase, retire, defease or otherwise make any
payment in respect thereof)) does not exceed $15,000,000 in the aggregate. “Pro Forma
Compliance Certificate” means a certificate to the Administrative Agent certifying as to the
accuracy of clauses (a) through (e) above and providing a detailed
computation of compliance with clause (c) above.



     (j) A new definition of “Risk Participation Cash Collateral”, reading in its entirety
as follows, is added in the appropriate alphabetical location in Section 1.01:




     “Risk Participation Cash Collateral” means, with respect to any Letter of
Credit, the pledge and deposit with or delivery to the Administrative Agent of, for the
benefit of the L/C Issuer, as collateral, cash or deposit account balances in an amount
equal to (a) the Applicable Percentage of each Impacted Lender times (b) the amount
available to be drawn under such Letter of Credit, pursuant to documentation in form and
substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which
documents are hereby consented to by the Lenders).



     (k) Section 2.03(a)(iii)(F) is amended to read in its entirety as follows:




     (F) a default of any Lender’s obligation to fund under Section 2.03(c) exists
or any Lender is an Impacted Lender, unless the L/C Issuer has entered into arrangements
satisfactory to it (including, without limitation, arrangements for the provision of Risk
Participation Cash Collateral) with the Borrower or such Lender to eliminate the L/C
Issuer’s risk with respect to such Lender; provided, that, if the Borrower provides Risk
Participation



First Amendment, Consent and Waiver to Credit Agreement




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Cash Collateral with respect to a Letter of Credit requested to be issued
hereunder, the L/C Issuer shall not be entitled to rely on this clause as justification for
not issuing such Letter of Credit. To the extent that the Borrower provides Risk
Participation Cash Collateral, the Borrower hereby grants to the Administrative Agent, for
the benefit of the L/C Issuer, a security interest in all cash, deposit accounts and all
balances therein and all proceeds of the foregoing solely as security for the purposes
described under Section 2.03(c)(ii) hereof. Such Risk Participation Cash Collateral
shall be maintained in blocked, non-interest bearing deposit accounts with the
Administrative Agent; provided that (1) in the event that any Lender, on account of
whom such Risk Participation Cash Collateral was delivered, shall no longer be an Impacted
Lender, the Administrative Agent shall return to the pledgor such portion of Risk
Participation Cash Collateral attributable to such Lender, (2) in the event that any Lender,
on account of whom such Risk Participation Cash Collateral was delivered, shall have its
Commitment reduced, the Administrative Agent shall return to the pledgor such portion of the
Risk Participation Cash Collateral attributable to such Lender in proportion to the amount
by which such Lender’s Commitment is so reduced, and (3) in the event that the applicable
Letter of Credit, on account of which such Risk Participation Cash Collateral was delivered,
expires or is drawn upon, and such drawing has been reimbursed by the Borrower, the
Administrative Agent shall return to the pledgor such portion of the Risk Participation Cash
Collateral attributable to such expired Letter of Credit or such reimbursed drawing, as
applicable.



     (l) Section 2.03(c)(ii) is amended to read in its entirety as follows:




     (ii) Each Lender (including the Lender acting as L/C Issuer) shall upon any notice
pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for
the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its
Applicable Percentage of the Unreimbursed Amount not later than 12:00 noon on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall
be deemed to have made a Base Rate Committed Loan to the Borrower in such amount;
provided, that if any Impacted Lender shall fail to make such funds available, any
Risk Participation Cash Collateral delivered on account of such Impacted Lender for the
respective Letter of Credit shall be applied by the Administrative Agent to the
reimbursement of the L/C Issuer as required hereunder. The Administrative Agent shall remit
the funds so received to the L/C Issuer. If at any time after the L/C Issuer has been
reimbursed hereunder for any portion of any Letter of Credit with the proceeds of Risk
Participation Collateral and the Administrative Agent subsequently receives from the
Impacted Lender such Impacted Lender’s L/C Advance (or portion thereof) in respect of such
payment in accordance with this Section 2.03(c)(ii), the Administrative Agent shall
distribute to the Borrower the proceeds of such L/C Advance (or portion thereof) in the same
funds as those received by the Administrative Agent.



     (m) The first proviso contained in Section 2.04(a) is amended to read in its entirety
as follows:



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provided, however, that should any Lender become a Defaulting Lender or an
Impacted Lender, all Swing Line Loans shall be made at the sole and absolute discretion of
the Swing Line Lender, and after giving effect to any Swing Line Loan, (i) the Total
Outstandings shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding
Amount of the Committed Loans of any Lender, plus such Lender’s Applicable
Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed
such Lender’s Commitment,



     (n) Section 2.04(b) is amended to read in its entirety as follows:




     (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the
Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which
may be given by telephone. Each such notice must be received by the Swing Line Lender and
the Administrative Agent not later than 12:00 noon on the requested borrowing date, and
shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii)
the requested borrowing date, which shall be a Business Day. Each such telephonic notice
must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent
of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic
Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such Swing Line
Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by
telephone or in writing) of the contents thereof. If the Swing Line Lender is required or
shall elect, as may be the case, to fund a requested Swing Line Loan, not later than 2:00
p.m. on the borrowing date specified in such Swing Line Notice, the Swing Line Lender shall
make available to the Borrower at its office by crediting the account of the Borrower on the
books of the Swing Line Lender in an amount in immediately available funds equal to the
amount of such Swing Line Loan. Notwithstanding the foregoing, if the Swing Line Lender is
not required and accordingly elects not to fund a requested Swing Line Loan for any reason,
the Swing Line Lender shall promptly, and in any event not later than 2:00 p.m. on the
borrowing date specified in such Swing Line Notice, notify the Borrower and the
Administrative Agent of such election.



     (o) Effective upon the GAM Closing, Section 7.01 is amended by deleting the last
sentence of the Section, which reads as follows:




     In the event Redbox becomes a Subsidiary, it shall not be subject to the limitations of
this Section 7.01.



     (p) Effective upon the GAM Closing, Schedule 7.01 to the Credit Agreement is deleted
and replaced by Schedule 7.01 attached hereto.



     (q) Effective upon the GAM Closing, a new sentence, reading in its entirety as follows, is
added at the end of Section 7.02:



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     Notwithstanding the foregoing, the Borrower shall not, during 2009, make any Permitted
Acquisition permitted by clause (g) preceding or any other Investment permitted by
clause (i) preceding unless, after giving effect to any cash payment made in
connection with such Permitted Acquisition or Investment, the sum of (i) the difference
between the Aggregate Commitments and the Total Outstandings and (ii) the cash (excluding
cash in an amount equal to amounts owing to counterparties to Coinstar Installation
Agreements as a result of the issuance by such counterparties of payment vouchers pursuant
to such Coinstar Installation Agreements in respect of coins contained in automated coin
counting machines that are owned by the Borrower or any of its Subsidiaries and that are
subject to such Coinstar Installation Agreements) and Eligible Cash Equivalents of the
Borrower and its Subsidiaries, but only to the extent owned by the Borrower or any of its
Subsidiaries free and clear of all Liens (other than Liens created under the Loan Documents
and Liens permitted by Section 7.01(m)), shall be at least $40,000,000.



     (r) Effective upon the GAM Closing, Section 7.03 is amended by deleting the last
sentence of the Section, which reads as follows:




     In the event Redbox becomes a Subsidiary, it shall not be subject to the limitations of
this Section 7.03.



     (s) Effective upon the GAM Closing, Section 7.03(b) is amended to read in its entirety
as follows:




     (b) Indebtedness (including in respect of Capital Lease Obligations, Synthetic Lease
Obligations and purchase money obligations, including those of Redbox) outstanding as of
December 31, 2008 and listed on Schedule 7.03 and any refinancings, refundings,
renewals or extensions thereof; provided that (i) the amount of such Indebtedness is
not increased at the time of such refinancing, refunding, renewal or extension except by an
amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses
reasonably incurred, in connection with such refinancing and by an amount equal to any
existing commitments unutilized thereunder and (ii) the terms relating to principal amount,
amortization, maturity, collateral (if any) and subordination (if any), and other material
terms taken as a whole, of any such refinancing, refunding, renewing or extending
Indebtedness, and of any agreement entered into and of any instrument issued in connection
therewith, are no less favorable in any material respect to the Loan Parties or the Lenders
than the terms of any agreement or instrument governing the Indebtedness being refinanced,
refunded, renewed or extended and the interest rate applicable to any such refinancing,
refunding, renewing or extending Indebtedness does not exceed the then applicable market
interest rate;



     (t) Effective upon the GAM Closing, Section 7.03(c) is amended to read in its entirety
as follows:




     (c) Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise
permitted hereunder of the Borrower or any Subsidiary;



First Amendment, Consent and Waiver to Credit Agreement




10









 








     (u) Effective upon the GAM Closing, Section 7.03(e) is amended to read in its entirety
as follows:




     (e) other Indebtedness in respect of Capital Lease Obligations, Synthetic Lease
Obligations and purchase money obligations (including those of Redbox) for fixed or capital
assets within the limitations set forth in Section 7.01(i); provided,
however, that the aggregate amount of all such Indebtedness incurred after December
31, 2008 shall not exceed $135,000,000 at any one time outstanding;



     (v) Effective upon the GAM Closing, Schedule 7.03 to the Credit Agreement is deleted
and replaced by Schedule 7.03 attached hereto.



     (w) Effective upon the GAM Closing, Section 7.12(b) is amended to read in its entirety
as follows:




     (b) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio for any period
of four fiscal quarters of the Borrower set forth below to be greater than the ratio set
forth below opposite such period:



	 	 	 	 	 
	 	 	Maximum
	 	 	Consolidated
	Four Fiscal Quarters Ending
	 	Leverage Ratio
	 
	On or before March 31, 2010
	 	 	3.50 to 1.00	 
	June 30, 2010 through December 31, 2010
	 	 	3.25 to 1.00	 
	March 31, 2011 and each fiscal quarter thereafter
	 	 	3.00 to 1.00	 






     (x) Effective upon the GAM Closing, Section 7.13 is amended to read in its entirety as
follows:




     7.13 Capital Expenditures. Commencing with the Borrower’s 2008 fiscal year, but
excluding the Borrower’s 2009 fiscal year, make or commit to make any Capital Expenditure,
except Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of
business, during any fiscal year in excess of 80% of Consolidated EBITDA for the preceding
fiscal year; provided, that up to 50% of any such amount not so expended in the
fiscal year for which it is permitted may be carried over for expenditure in the next
succeeding fiscal year. For the Borrower’s 2009 fiscal year, make or commit to make any
Capital Expenditure, except Capital Expenditures of the Borrower and its Subsidiaries in the
ordinary course of business, in excess of $200,000,000; provided, that up to
$50,000,000 of such amount not so expended in the Borrower’s 2009 fiscal year may be carried
over for expenditure in the Borrower’s 2010 fiscal year. Capital Expenditures made pursuant
to this Section during any fiscal year shall be deemed made, first, in respect of amounts
permitted for such fiscal year as provided above and, second, in respect of amounts carried
over from the prior fiscal year.



First Amendment, Consent and Waiver to Credit Agreement




11









 








     4. Conditions Precedent to Effectiveness of Amendment, Waiver and Consent. This
Amendment shall not be effective until the Administrative Agent receives the following:



     (a) counterparts of this Amendment executed by the Borrower, the Guarantors, the Required
Lenders and the Administrative Agent;



     (b) an executed copy of the GAM Purchase and Sale Agreement;



     (c) copies of the resolutions of the Borrower’s and each other Guarantor’s Board of Directors
(or other applicable governing body) approving and authorizing the execution, delivery and
performance by Borrower or such Guarantor of this Amendment and, in the case of the Borrower, the
GAM Purchase and Sale Agreement, certified by a Responsible Officer;



     (d) a legal opinion of counsel to the Borrower and the Guarantors, with respect to such
matters as the Administrative Agent and its counsel may reasonably request in connection herewith;



     (e) payment of the fees to be paid to Banc of America Securities LLC and J.P. Morgan
Securities Inc. pursuant to that certain confidential fee letter dated January 22, 2009, among the
Borrower, Banc of America Securities LLC and J.P. Morgan Securities Inc.;



     (f) payment of an amendment fee, for the account of each Lender that has executed and
delivered a signature page to this Amendment by 5:00 p.m. (New York
time) on February 12, 2009
(which execution and delivery may be by facsimile or electronic transmission of a pdf copy), in an
amount equal to .25% of the Commitment of each such Lender on such date;



     (g) payment of all reasonable expenses, including reasonable legal fees and expenses of
counsel to the Administrative Agent, incurred by the Administrative Agent in connection with this
Amendment, to the extent invoiced to the Borrower on or prior to the date hereof; and



     (h) such other agreements, documents, instruments and items as the Administrative Agent may
reasonably request.



     5. Representations. The Borrower represents and warrants to the Administrative Agent
and the Lenders as follows:



     (a) The execution, delivery and performance by the Borrower of this Amendment and the Credit
Agreement, as amended hereby, have been duly authorized by all necessary corporate action.



     (b) All representations and warranties made or deemed made by the Borrower in the Loan
Documents are true and correct as of the date hereof, except to the extent that such
representations and warranties expressly relate solely to an earlier date (in which case such
representations and warranties were true and accurate on and as of such earlier date) and except
that for purposes of such representations and warranties, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be
deemed to refer to the most
recent statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01 of the Credit Agreement.



First Amendment, Consent and Waiver to Credit Agreement




12









 








     (c) Since September 30, 2008, there has been no event or circumstance, either individually or
in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.



     (d) The GAM Purchase and Sale Agreement has been executed and delivered and is in full force
and effect and no default or event of default exists thereunder.



     (e) There is no action, suit, investigation or proceeding pending, or to the knowledge of
Borrower, threatened in any court or before any arbitrator or Governmental Authority that affects
or pertains to the Redbox Acquisition or that could reasonably be expected to have a Material
Adverse Effect.



     (f) Except as waived hereby, no Default or Event of Default has occurred and is continuing as
of the date hereof.



     6. Covenant. Not later than ten days after the GAM Closing (and, in the case of
clause (c), within ten days after the closing of the Redbox Acquisition pursuant to the Additional
Purchase and Sale Agreement) , (a) the Borrower will cause Redbox to become a Guarantor and become
a party to the Guarantee and Collateral Agreement, (b) the Borrower will cause Redbox and counsel
to Redbox to deliver to the Administrative Agent such supporting resolutions, certificates,
evidences and legal opinions with respect to Redbox and the joinder by Redbox in the Guarantee and
Collateral Agreement as the Administrative Agent may reasonably request and (c) pursuant to the
Guarantee and Collateral Agreement, the Borrower will pledge and deliver, or cause to be pledged
and delivered, to the Administrative Agent all of the Equity Interests of Redbox owned by it or any
of its Subsidiaries, together with appropriate instruments of transfer.



     7. Effect of Amendment. This Amendment is a Loan Document. The consents and waivers
set forth in this Amendment are specifically limited to the matters expressly set forth therein and
do not constitute a consent or waiver with respect to any other matter now or hereafter requiring
the consent or waiver of the Lenders or the Administrative Agent under the Loan Documents. Except
as expressly modified and amended by this Amendment, all of the terms, provisions and conditions of
the Loan Documents, and the Liens created thereby, shall remain unchanged and in full force and
effect and are hereby ratified and confirmed. If any part of this Amendment is for any reason
found to be unenforceable, all other portions of it shall nevertheless remain enforceable. The
Loan Documents and any and all other documents heretofore, now or hereafter executed and delivered
pursuant to the terms of the Credit Agreement are hereby amended so that any reference to the
Credit Agreement shall mean a reference to the Credit Agreement as waived and amended hereby.



     8. Expenses. The Borrower shall pay all reasonable fees and expenses paid or incurred
by the Administrative Agent incident to this Amendment, including, without limitation, the
reasonable fees and expenses of the Administrative Agent’s counsel in connection with the
negotiation, preparation, delivery and execution of this Amendment and any related documents.



     9. Governing Law. This Amendment shall be governed by and construed in



First Amendment, Consent and Waiver to Credit Agreement




13









 







accordance
with and be governed by the laws of the State of New York, without regard to conflict of laws
principles.




     10. Counterparts. This Amendment may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one and the same
instrument.



     11. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS
EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERCEDE ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. THESE LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.



     12. Parties. This Amendment binds and inures to the benefit of the Borrower, the
Guarantors, the Administrative Agent, the Lenders and their respective successors and permitted
assigns.



[REMAINDER OF PAGE INTENTIONALLY BLANK.

SIGNATURE PAGES FOLLOW.]




First Amendment, Consent and Waiver to Credit Agreement




14









 




Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 
	 	COINSTAR, INC., as the Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	Brian V. Turner 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender
and Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	HSBC BANK USA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	COMERICA BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	RAYMOND JAMES BANK, FSB, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	COLUMBIA STATE BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	BANK OF THE WEST, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	ALLIED IRISH BANKS, p.l.c., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	                                                            , as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement




 









 







Signature Page to that certain First Amendment, Consent and Waiver to Credit Agreement dated as of
the date first set forth above, among Coinstar, Inc., as the Borrower, Bank of America, N.A., as
the Administrative Agent, and the Lenders party thereto.




	 	 	 	 	 	 	 	 	 
	 	 	                                                            , as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Signature Page to First Amendment, Consent and Waiver to Credit Agreement





 









 







To induce the Administrative Agent and the Lenders to enter into this First Amendment, Waiver and
Consent to Credit Agreement, the undersigned consent and agree (a) to its execution and delivery
and terms and conditions thereof, (b) that this document in no way releases, diminishes, impairs,
reduces, or otherwise adversely affects any Liens, Guarantees, assurances, or other obligations or
undertakings of any of the undersigned under any Loan Documents, and (c) that this First Amendment,
Waiver and Consent to Credit Agreement binds each of the undersigned and its successors and
permitted assigns and inures to the benefit of the Administrative Agent, the Lenders, and their
respective successors and permitted assigns.




GUARANTORS:




4TH WALL MANAGEMENT LLC

ACMI ASIA INC.

ADVENTURE VENDING INC.

CELLCARDS LLC

CELLCARDS OF DELAWARE LLC

CELLCARDS OF ILLINOIS, L.L.C.

COIN-OP FACTORY INC.

COINSTAR ENTERTAINMENT SERVICES INC.

COINSTAR INTERNATIONAL, INC.

SESAME HOLDINGS, INC.

SOUTHWEST ENTERTAINMENT VENDING INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Donald R. Rench
	 	 
	 

	 	Title: Secretary	 	 






ENTERTAINMENT VENDING MANAGEMENT, LLC

By: Coinstar, Inc., as Sole Manager




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Donald R. Rench
	 	 
	 

	 	Title: Secretary	 	 






COINSTAR E-PAYMENT SERVICES, INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Robbin L. Ayers
	 	 
	 

	 	Title: Secretary	 	 






GROUPEX FINANCIAL CORPORATION




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name: Ronald B. Axelrod
	 	 
	 

	 	Title: Secretary	 	 






Signature Page to First Amendment, Consent and Waiver to Credit Agreement





 









 








SCHEDULE 7.01




EXISTING LIENS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Debtor	 	Secured Party	 	Jurisdiction	 	Filing	 	File Date	 	File Number
	(1)

	 	4th Wall Management

LLC
	 	Bank of America,
N.A., as
Administrative Agent
	 	MN
	 	UCC-1
	 	11-27-07
	 	200719099116
	(2)

	 	ACMI Asia Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	WA
	 	UCC-1
	 	11-27-07
	 	2007-332-4757-8
	(3)

	 	Adventure Vending Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	WA
	 	UCC-1
	 	11-27-07
	 	2007-332-4759-2
	(4)

	 	CellCards LLC
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	11-27-07
	 	20074476270
	(5)

	 	CellCards of Delaware
LLC
	 	CellCards of
Illinois, L.L.C.
	 	DE
	 	UCC-1
	 	08-30-05
	 	52694983
	(6)

	 	CellCards of Delaware
LLC
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	11-27-07
	 	20074476171
	(7)

	 	CellCards of
Illinois, L.L.C.
	 	Bank of America,
N.A., as
Administrative Agent
	 	IL
	 	UCC-1
	 	11-27-07
	 	012719108
	(8)

	 	Coin-Op Factory Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	CA
	 	UCC-1
	 	11-27-07
	 	07-7138245572
	(9)

	 	Coinstar E-Payment
Services Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	KS
	 	UCC-1
	 	11-28-07
	 	6432058
	(10)

	 	Coinstar
Entertainment
Services Inc.
	 	Toyota Motor Credit

Corporation
	 	DE
	 	UCC-1
	 	04-09-07
	 	20071300291
	(11)

	 	Coinstar
Entertainment
Services Inc.
	 	Banc of America
Leasing & Capital,
LLC
	 	DE
	 	UCC-1
	 	06-07-07
	 	20072144508
	(12)

	 	Coinstar
Entertainment
Services Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	11-27-07
	 	20074476049
	(13)

	 	Coinstar
Entertainment
Services Inc.
	 	Banc of America
Leasing & Capital,
LLC
	 	DE
	 	UCC-1
	 	03-27-08
	 	20081068459
	(14)

	 	Coinstar
Entertainment
Services Inc.
	 	Banc of America
Leasing & Capital,
LLC
	 	DE
	 	UCC-1
	 	06-10-08
	 	20081976941
	(15)

	 	Coinstar Inc. [sic]
	 	IOS Capital
	 	DE
	 	UCC-1
	 	08-03-04
	 	42233270
	(16)

	 	Coinstar, Inc.
	 	Dell Financial
Services, L.P.
	 	DE
	 	UCC-1
	 	09-09-04
	 	42537514
	(17)

	 	Coinstar Inc. [sic]
	 	IOS Capital
	 	DE
	 	UCC-1
	 	01-23-06
	 	60255711
	(18)

	 	Coinstar Inc. [sic]
	 	IOS Capital
	 	DE
	 	UCC-1
	 	10-12-06
	 	63525128
	(19)

	 	Coinstar, Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	11-27-07
	 	20074476346
	(20)

	 	Coinstar
International, Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	11-27-07
	 	20074475926
	(21)

	 	Entertainment Vending

Management, LLC
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	11-27-07
	 	20074475785
	(22)

	 	GroupEx Financial

Corporation
	 	Winthrop Resources

Corporation
	 	DE
	 	UCC-1
	 	04-26-06
	 	61446533
	(23)

	 	GroupEx Financial

Corporation
	 	Dell Financial
Services L.P.
	 	DE
	 	UCC-1
	 	12-13-06
	 	64364154
	(24)

	 	GroupEx Financial

Corporation
	 	Wells Fargo Equipment
Finance, Inc.
	 	DE
	 	UCC-1
	 	01-12-07
	 	20070199801
	(25)

	 	GroupEx Financial

Corporation
	 	Wells Fargo Equipment
Finance, Inc.
	 	DE
	 	UCC-1
	 	08-20-07
	 	20073477865
	(26)

	 	GroupEx Financial

Corporation
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	02-04-08
	 	20080414308
	(27)

	 	GroupEx Financial

Corporation
	 	Winthrop Resources

Corporation
	 	DE
	 	UCC-1
	 	01-06-09
	 	20090032299






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Debtor	 	Secured Party	 	Jurisdiction	 	Filing	 	File Date	 	File Number
	(28)

	 	Sesame Holdings, Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	DE
	 	UCC-1
	 	11-27-07
	 	20074475579
	(29)

	 	Southwest
Entertainment Vending
Inc.
	 	Bank of America,
N.A., as
Administrative Agent
	 	WA
	 	UCC-1
	 	11-27-07
	 	2007-332-4760-8
	(30)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	03-26-07
	 	20071121762
	(31)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	03-26-07
	 	20071121770
	(32)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	04-30-07
	 	20071607422
	(33)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	04-30-07
	 	20071607448
	(34)

	 	Redbox Automated

Retail, LLC
	 	Marquette Equipment

Finance, LLC
	 	DE
	 	UCC-1
	 	06-13-07
	 	20072218302
	(35)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	10-30-07
	 	20074118484
	(36)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	11-28-07
	 	20074491899
	(37)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	12-13-07
	 	20074711510
	(38)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	12-13-07
	 	20074711536
	(39)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	05-01-08
	 	20081509148
	(40)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	07-29-08
	 	20082588133
	(41)

	 	Redbox Automated

Retail, LLC
	 	Cobra Capital LLC
	 	DE
	 	UCC-1
	 	12-22-08
	 	20084252365
	(42)	 	Coinstar, Inc.	 	Penske	 	Capital leases of vehicles.
	 	 
	(43)	 	Coinstar, Inc.	 	Automotive Rental Inc.	 	Capital leases of vehicles.	 	 
	(44)	 	Coinstar, Inc.	 	D.L. Peterson Trust.	 	Capital leases of vehicles.	 	 
	(45)	 	Coinstar, Inc.	 	Enterprise Fleet	 	Capital leases of vehicles.	 	 
	(46)	 	Coinstar Limited
	 	Godgrey Davis	 	Capital leases of vehicles.	 	 
	(47)	 	Coinstar International, Inc.	 	Automotive Rental Inc.	 	Capital leases of vehicles.	 	 







 









 








SCHEDULE 7.03




EXISTING INDEBTEDNESS




Capital Lease Obligations as of December 31, 2008:




	 	 	 	 	 	 	 
	Debtor	 	Lease Obligation Amount	 	 	Leasing Company
	 
	Redbox Automated Retail, LLC
	 	$	35,007,154	 	 	Cobra Capital LLC
	Coinstar, Inc.
	 	 	3,375,217	 	 	See A below.
	Coinstar Limited
	 	 	302,697	 	 	Godgrey Davis
	Coinstar International, Inc.
	 	 	45,542	 	 	Automotive Rental Inc.
	Coinstar, Inc.
	 	 	31,651	 	 	D.L. Peterson Trust (PHH)
	GroupEx Financial Corporation
	 	 	144,372	 	 	Winthrop Resources Corporation
	Coinstar, Inc.
	 	 	4,866,009	 	 	See B below.
	 
	 	 	 	 	 
	 
	 	$	43,772,642	 	 	 






	 	 	 	 	 	 	 
	(A)	 	Lease Obligation Amount	 	 	Leasing Company
	 
	Coinstar, Inc.
	 	$	1,752,897	 	 	Penske
	Coinstar, Inc.
	 	 	269,222	 	 	Automotive Rental Inc.
	Coinstar, Inc.
	 	 	3,121	 	 	Enterprise Fleet Service
	Coinstar, Inc.
	 	 	1,349,977	 	 	D.L. Peterson Trust (PHH)
	 
	 	 	 	 	 
	 
	 	$	3,375,217	 	 	(A)






	 	 	 	 	 	 	 
	(B)	 	Lease Obligation Amount	 	 	Leasing Company
	 
	Coinstar, Inc.
	 	 	4,838,751	 	 	D.L. Peterson Trust (PHH)
	Coinstar, Inc.
	 	 	27,258	 	 	Enterprise Fleet Service
	 
	 	 	 	 	 
	 
	 	$	4,866,009	 	 	(B)