SUPPLEMENTAL INDENTURE

EX-4.1 2 a2014q1_10-qxexhibitx41.htm EXHIBIT 4.1 2014.Q1_10-Q_Exhibit_4.1

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of

December 19, 2013, among CUHL Holdings, LLC (the “Guaranteeing Subsidiary”), a

subsidiary of Outerwall Inc. (f/k/a Coinstar, Inc.) (or its permitted successor), a Delaware

corporation (the “Company”), the other Guarantors (as defined in the Indenture referred to

herein) and Wells Fargo, National Association, a national banking association as trustee under

the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an

indenture (the “Indenture”), dated as of March 12, 2013 providing for the issuance of 6.000%

Senior Notes due 2019 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing

Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which

the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations

under the Notes and the Indenture on the terms and conditions set forth herein (the “Note

Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to

execute and deliver this Supplemental Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable

consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the

Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the

meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide an

unconditional Guarantee on the terms and subject to the conditions set forth in the Note

Guarantee and in the Indenture including but not limited to Article 10 thereof.

4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee,

incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any

liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes,

any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in

respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note

waives and releases all such liability. The waiver and release are part of the consideration for

issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal

securities laws and it is the view of the SEC that such a waiver is against public policy.

5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF

NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL

INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF

LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental

Indenture. Each signed copy shall be an original, but all of them together represent the same

agreement. The exchange of copies of this Supplemental Indenture and of signature pages by

facsimile or PDF transmission shall constitute effective execution and delivery of this

Supplemental Indenture as to the parties hereto and may be used in lieu of the original

Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by

facsimile or PDF shall be deemed to be their original signatures for all purposes.

7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall

not affect the construction hereof.

8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in

respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the

recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary

and the Company.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed attested, all as of the date first above written.

Dated as of December 19, 2013



OUTERWALL INC.
By:	/s/ Galen C. Smith
	Name: Galen C. Smith
	Title: Chief Financial Officer



CUHL HOLDINGS, LLC
By:	/s/ Galen C. Smith
	Name: Galen C. Smith
	Title: Vice President and Treasurer



WELLS FARGO BANK, NATIONAL ASSOCIATION , AS TRUSTEE
By:	/s/ Michael Tu
	Name: Michael Tu
	Title: Assistant Vice President