Second Amendment to Credit Agreement, dated as of December 10, 2010



 Exhibit 10.46 
 SECOND AMENDMENT TO CREDIT AGREEMENT 
 THIS SECOND AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”) is entered into as of December 10, 2010, 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 Amended and Restated Credit Agreement dated as of November 20, 2007 and amended and restated as of April 29,
2009 (as the same may be amended, modified, supplemented, restated or amended and restated from time to time, the “Credit Agreement”). 
 B. The Borrower has requested that the Credit Agreement be amended in certain respects. 
 In consideration of the foregoing 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. 
 2. Amendments. The Credit Agreement is amended by deleting the word “and” at the end of Section 7.06(d), redesignating Section 7.06(e) as
Section 7.06(f), adding a new clause (e) to Section 7.06, reading in its entirety as follows, and amending redesignated Section 7.06(f) to read in its entirety as follows: 

“(e) in addition to the Restricted Payments permitted by Sections 7.06(d) and (f), the Borrower may make Restricted
Payments consisting of repurchases of capital stock made after the date of this Agreement not to exceed $50,000,000 in the aggregate; and” 
 “(f) in addition to the Restricted Payments permitted by Sections 7.06(d) and (e), the Borrower may make other Restricted Payments not to exceed $25,000,000 in the aggregate.”

 3. Conditions Precedent to Effectiveness of Amendment. 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) if requested by the Administrative Agent, 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; 

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

  

			
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 4. 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. 

(c) Since September 30, 2010, 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) No Default or Event of Default has occurred and is
continuing as of the date hereof. 
 5. Effect of Amendment. This Amendment is a Loan Document. 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 amended by this Amendment. 
 6. 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. 

7. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York,
without regard to conflict of laws principles. 
 8. 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. 

9. 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. 
 10. 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. 

  

			
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 [REMAINDER OF PAGE INTENTIONALLY BLANK. 

SIGNATURE PAGES FOLLOW.] 

  

			
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 Signature Page to that certain Second Amendment 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:	 	/s/ PAUL D. DAVIS
		 	 Name: Paul D. Davis
 Title:
Chief Executive Officer



 Signature Page to 

Second Amendment to Credit Agreement 

  

			
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	BANK OF AMERICA, N.A., as a Lender and Administrative Agent
		
	By:	 	/s/ GARY L. MINGLE
		 	 Name: Gary L. Mingle
 Title:
Senior Vice President




  

			
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	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	/s/ KEITH WINZENRIED
	 Name: Keith Winzenried
 Title: Credit Executive




  

			
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	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ TAD L. STAINBROOK
		 	 Name: Tad L. Stainbrook

Title: Assistant Vice President




  

			
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	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	/s/ BEN LEONARD
		 	 Name: Ben Leonard
 Title:
Vice President




  

			
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	HSBC BANK USA, N.A., as a Lender
		
	By:	 	/s/ SIMON PHILP
		 	 Name: Simon Philp
 Title:
Vice President and Relationship Manager




  

			
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	COLUMBIA STATE BANK, as a Lender
		
	By:	 	/s/ KEVIN MEABON
		 	 Name: Kevin Meabon
 Title:
Vice President




  

			
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	BANK OF THE WEST, as a Lender
		
	By:	 	/s/ BRUCE KENDREX
		 	 Name: Bruce Kendrex
 Title:
Senior Vice President




  

			
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	ALLIED IRISH BANKS, p.l.c., as a Lender
		
	By:	 	/s/ GREGORY J. WISKE
		 	 Name: Gregory J. Wiske

Title: Senior Vice President

		
	By:	 	/s/ KEITH HAMILTON
		 	 Name: Keith Hamilton
 Title:
Assistant Vice President




  

			
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	GUARANTORS:
	
	COINSTAR INTERNATIONAL, INC. SESAME HOLDINGS, INC.
		
	By:	 	/s/ DONALD R. RENCH
		 	Name:	 	Donald R. Rench
		 	Title:	 	Secretary
	
	COINSTAR E-PAYMENT SERVICES, INC.
		
	By:	 	/s/ ROBBIN L. AYERS
		 	Name:	 	Robbin L. Ayers
		 	Title:	 	Secretary
	
	GROUPEX FINANCIAL CORPORATION
		
	By:	 	/s/ RONALD B. AXELROD
		 	Name:	 	Ronald B. Axelrod
		 	Title:	 	Secretary
	
	REDBOX AUTOMATED RETAIL, LLC
		
	By:	 	Coinstar, Inc., its sole manager
			
		 	By:	 	/s/ DONALD R. RENCH
		 		 	Name:	 	Donald R. Rench
		 		 	Title:	 	Secretary


  

			
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