FIRST AMENDMENT
Exhibit 4.1
EXECUTION COPY
FIRST AMENDMENT
FIRST AMENDMENT (this “First Amendment”), dated as of December 21, 2004 to the CREDIT AGREEMENT, dated as of July 7, 2004 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among COINSTAR, INC. (the “Borrower”), the lenders from time to time party thereto, BANK OF AMERICA, N.A., KEYBANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A. (formerly JPMORGAN CHASE BANK), as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and other agents, and the Administrative Agent are parties to the Credit Agreement, pursuant to which the Lenders have made extensions of credit to, or for the benefit of, the Borrower;
WHEREAS, the Borrower has requested certain amendments to certain provisions of the Credit Agreement; and
WHEREAS, the Lenders are willing to agree to such amendments on the terms and subject to the conditions set forth herein;
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Borrower, the Lenders and the Administrative Agent hereby agree as follows:
SECTION 1. DEFINITIONS
Capitalized terms used herein and not otherwise defined shall have their respective meanings as set forth in the Credit Agreement.
SECTION 2. AMENDMENTS
2.1 Amendment to Section 1. (a) Section 1.1 of the Credit Agreement is hereby amended by amending clause (e) of the definition of “Permitted Acquisition” as follows:
“(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 Capital Stock of the Borrower issued in connection therewith (other than the Capital Stock issued in connection with the 2004 Equity Offering and any Capital Stock 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)) in connection with such Permitted Acquisition (i) together with that for other Permitted Acquisitions during the same fiscal year of the Borrower, shall not be in excess of $25,000,000 (the “Annual Permitted Acquisitions Amount”) and (ii) together with that for other Permitted Acquisitions from the Closing Date until the seventh anniversary thereof of the Borrower shall not be in excess of $50,000,000 (the “Maximum Permitted Acquisitions Amount”);
provided that each of the Annual Permitted Acquisitions Amount and the Maximum Permitted Acquisitions Amount may be increased by an aggregate amount not to exceed (A) 100% of the Cumulative Excess Cash Flow Not Otherwise Applied and (B) $35,000,000 of the Available 2004 Equity Amount,”
(b) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in proper alphabetical order:
“Available 2004 Equity Amount”: an amount equal to 75% of the aggregate amount of Net Cash Proceeds received by the Borrower in connection with the 2004 Equity Offering minus the aggregate amount of such Net Cash Proceeds that was previously or simultaneously applied to make (i) Capital Expenditures under Section 7.7, (ii) Investments under Section 7.8(k), or (iii) to finance Permitted Acquisitions under Section 7.8(j).
“First Amendment”: the First Amendment dated as of December 16, 2004 to this Credit Agreement.
“First Amendment Effective Date”: the date on which the conditions precedent set forth in Section 3.1 of the First Amendment shall have been satisfied or waived, which date is December 16, 2004.
“2004 Equity Offering”: the issuance by the Borrower of its common Capital Stock pursuant to which the Borrower shall receive aggregate Net Cash Proceeds of at least $70,000,000, provided that such issuance occurs on or prior to December 31, 2004.
2.2 Amendment to Section 7.7. Section 7.7 of the Credit Agreement is hereby amended in its entirety, as follows:
7.7. Capital Expenditures. Make or commit to make any Capital Expenditure, except (a) Capital Expenditures of the Borrower and its Subsidiaries in the ordinary course of business not exceeding $60,000,000 in any fiscal year; provided, that (i) such amount may be increased by an aggregate amount not to exceed 100% of the Cumulative Excess Cash Flow Not Otherwise Applied, (ii) 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 and (iii) 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 pursuant to clause (ii) above, (b) to the extent that the amount available for Capital Expenditures during any fiscal year pursuant to clause (a) above has been expended, Capital Expenditures made with the Available 2004 Equity Amount, (c) Capital Expenditures made with the proceeds of any Reinvestment Deferred Amount, and (d) Capital Expenditures to the extent subject to the limitations set forth in, and otherwise permitted by, Sections 7.8(h), 7.8(i) or 7.8(k).
2.3 Amendment to Section 7.8(k). Subsection 7.8(k) of the Credit Agreement is hereby amended in its entirety, as follows:
(k) in addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost) not to exceed $15,000,000 during the term of this Agreement; provided that such amount may be increased by an aggregate amount not to exceed: (i) 100% of the Cumulative Excess Cash Flow Not Otherwise Applied and (ii) $20,000,000 of the Available 2004 Equity Amount.
SECTION 3. MISCELLANEOUS
3.1 Effective Date. This First Amendment shall become effective upon the date when the Administrative Agent shall have received the counterparts hereof duly executed and delivered by the Borrower and the Required Lenders.
3.2 Representations and Warranties. The Borrower represents and warrants to each Lender that as of the date hereof and after giving effect hereto: (a) this First Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or similar laws affecting creditors’ rights generally, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and by an implied covenant of good faith and fair dealing; (b) the representations and warranties made by the Borrower in the Credit Agreement are true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations shall have been true and correct in all material respects on and as of such earlier date); and (c) no Default or Event of Default shall have occurred and be continuing as of such date.
3.3 Limited Effect. Except as expressly waived or amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms, and this First Amendment shall not constitute the Lenders’ consent or indicate their willingness to consent to any other amendment, modification or waiver of the Credit Agreement.
3.4 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
3.5 Counterparts. This First Amendment may be executed by the parties hereto in any number of separate counterparts (including by telecopy) and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.
| COINSTAR, INC., as Borrower | ||
| By: | /s/ Brian V. Turner | |
| Name: | Brian V. Turner | |
| Title: | Chief Financial Officer | |
| JPMORGAN CHASE BANK, N.A. as Administrative Agent and as a Lender | ||
| By: | /s/ William P. Rindfuss | |
| Name: | William P. Rindfuss | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Elt Ltd., as a Lender | ||
| By: | /s/ Diana M. Himes | |
| Name: | Diana M. Himes | |
| Title: | Assistant Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Eaton Vance Senior Income Trust, as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Eaton Vance Institutional Senior Loan Fund, as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Eaton Vance CDO III, Ltd., as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Costantian Eaton Vance CDO V, Ltd., as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Eaton Vance CDO VI Ltd., as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Grayson & Co., as a Lender | ||
| By: | Boston Management and Research as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| The Norinchukin Bank, New York Branch, through State Street Bank and Trust Company N.A., as Fiduciary Custodian, as a Lender | ||
| By: | Eaton Vance Management, Attorney-in-Fact | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Eaton Vance Limited Duration Income Fund, as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Tolli & Co., as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Eaton Vance Senior Floating-Rate Trust, as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Eaton Vance Floating-Rate Income Trust, as a Lender | ||
| By: | Eaton Vance Management as Investment Advisor | |
| By: | /s/ Michael B. Botthof | |
| Name: | Michael B. Botthof | |
| Title: | President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| U.S. Bank National Association, as a Lender | ||
| By: | /s/ Christine Bomgardner | |
| Name: | Christine Bomgardner | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Lehman Commercial Paper Inc., as a Lender | ||
| By: | /s/ Tesha Spann | |
| Name: | Tesha Spann | |
| Title: | Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Van Kampen Senior Income Trust, as a Lender | ||
| By: | Van Kampen Investment Advisory Corp. | |
| By: | /s/ Christina Jamieson | |
| Name: | Christina Jamieson | |
| Title: | Executive Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Van Kampen Senior Loan Fund, as a Lender | ||
| By: | Van Kampen Investment Advisory Corp. | |
| By: | /s/ Christina Jamieson | |
| Name: | Christina Jamieson | |
| Title: | Executive Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Citigroup Investments Corporate Loan Fund Inc., as a Lender | ||
| By: | Travelers Asset Management International Company LLC | |
| By: | /s/ Maura Connor | |
| Name: | Maura Connor | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Columbus Loan Funding Ltd., as a Lender | ||
| By: | Travelers Asset Management International Company LLC | |
| By: | /s/ Maura Connor | |
| Name: | Maura Connor | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Pacifica III CDO, Ltd., as a Lender | ||
| By: | /s/ Amy Adler | |
| Name: | Amy Adler | |
| Title: | Associate | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| AIB Debt Management Limited, as a Lender | ||
| By: | /s/ Roisin O’Connell | |
| Name: | Roisin O’Connel | |
| Title: | Assistant Vice President Investment Advisor to AIB Debt Management, Limited | |
| By: | /s/ Margaret Brennan | |
| Name: | Margaret Brennan | |
| Title: | Vice President Investment Advisor to AIB Debt Management, Limited | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| White Horse I, Ltd., as a Lender | ||
| By: | White Horse Capital Partners, LP, as Collateral Manager | |
| By: | /s/ Ethan M. Underwood | |
| Name: | Ethan M. Underwood, CFA | |
| Title: | Portfolio Manager | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Northwoods Capital IV, Limited, as a Lender | ||
| By: | Angelo, Gordon & Co., L.P., as Collateral Manager | |
| By: | /s/ John W. Fraser | |
| Name: | John W. Fraser | |
| Title: | Managing Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| SRF 2000, Inc., as a Lender | ||
| By: | /s/ Diana M. Himes | |
| Name: | Diana M. Himes | |
| Title: | Assistant Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Bank of America, N.A., as a Lender | ||
| By: | /s/ Gary L. Mingle | |
| Name: | Gary L. Mingle | |
| Title: | Senior Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Wells Fargo Bank N.A., as a Lender | ||
| By: | /s/ Brent Grecian | |
| Name: | Brent Grecian | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| BlackRock Limited Duration Income Tr., BlackRock Senior Income Series Magnetite IV CLO, Limited Magnetite V CLO, Limited, as a Lender | ||
| By: | /s/ Tom Colwell | |
| Name: | Tom Colwell | |
| Title: | Auth. Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| General Electric Capital Corporation, as a Lender | ||
| By: | /s/ Robert M. Kadlick | |
| Name: | Robert M. Kadlick | |
| Title: | Duly Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| ING Prime Rate Trust, as a Lender | ||
| By: | ING Investment Management, Co. as its investment manager [sic] | |
| By: | /s/ Brian S. Horton | |
| Name: | Brian S. Horton | |
| Title: | Vice President | |
| ING Senior Income Fund | ||
| By: | ING Investment Management, Co. as its investment manager [sic] | |
| By: | /s/ Brian S. Horton | |
| Name: | Brian S. Horton | |
| Title: | Vice President | |
| SEQUILS – PILGRIM I, LTD., as a Lender | ||
| By: | ING Investments, LLC as its investment manager | |
| By: | /s/ Brian S. Horton | |
| Name: | Brian S. Horton | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Floating Rate Income Strategies Fund, Inc., as a Lender | ||
| By: | /s/ Anthony Heyman | |
| Name: | Anthony Heyman | |
| Title: | Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| ACM Income Fund Inc., as a Lender | ||
| By: | /s/ Lisa Wagemann | |
| Name: | Lisa Wagemann | |
| Title: | Administrative Officer | |
| New Alliance Global CDO, Limited, as a Lender | ||
| By: | Alliance Capital Management L.P., as Sub-advisory | |
| By: | Alliance Capital Management Corporation, as General Partner | |
| By: | /s/ Joel Serebransky | |
| Name: | Joel Serebransky | |
| Title: | Senior Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Stanfield Modena CLO, Ltd., as a Lender | ||
| By: | Stanfield Capital Partners, LLC as its Asset Manager | |
| By: | /s/ Christopher E. Jansen | |
| Name: | Christopher E. Jansen | |
| Title: | Managing Partner | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Stanfield Quattro CLO, Ltd., as a Lender | ||
| By: | Stanfield Capital Partners LLC as its Collateral Manager | |
| By: | /s/ Christopher E. Jansen | |
| Name: | Christopher E. Jansen | |
| Title: | Managing Partner | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Hamilton CDO, Ltd., as a Lender | ||
| By: | Stanfield Capital Partners LLC as its Collateral Manager | |
| By: | /s/ Christopher E. Jansen | |
| Name: | Christopher E. Jansen | |
| Title: | Managing Partner | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| SunAmerica Senior Floating Rate Fund Inc., as a Lender | ||
| By: | Stanfield Capital Partners LLC as subadvisor | |
| By: | /s/ Christopher E. Jansen | |
| Name: | Christopher E. Jansen | |
| Title: | Managing Partner | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Comerica Bank, as a Lender | ||
| By: | /s/ Jeffrey Roberts | |
| Name: | Jeffrey Roberts | |
| Title: | VP-TCS | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| KeyBank N.A., as a Lender | ||
| By: | /s/ Wade Black | |
| Name: | Wade Black | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| MetLife Bank, National Association, as a Lender | ||
| By: | /s/ James R. Dingler | |
| Name: | James R. Dingler | |
| Title: | Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Metropolitan Life Insurance Company, as a Lender | ||
| By: | /s/ James R. Dingler | |
| Name: | James R. Dingler | |
| Title: | Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Dryden VII – Leveraged Loan CDO 2004, as a Lender | ||
| By: | Prudential Investment Management, Inc. as Collateral manager | |
| By: | /s/ Martha Tuttle | |
| Name: | Martha Tuttle | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Veriras CLO I, Ltd., as a Lender | ||
| By: | /s/ John Randolph Watkins | |
| Name: | John Randolph Watkins | |
| Title: | Executive Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Centurion CDO VII, Ltd., as a Lender | ||
| By: | American Express Asset Management Group, Inc. as Collateral Manager | |
| By: | /s/ Vincent P. Pham | |
| Name: | Vincent P. Pham | |
| Title: | Director-Operations | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| CSAM IV, as a Lender | ||
| By: | /s/ David H. Lerner | |
| Name: | David H. Lerner | |
| Title: | Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| CSAM I, as a Lender | ||
| By: | /s/ David H. Lerner | |
| Name: | David H. Lerner | |
| Title: | Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Hudson Straits CLO 2004, Ltd., as a Lender | ||
| By: | Royal Bank of Canada as Collateral Manager | |
| By: | /s/ Melissa Marano | |
| Name: | Melissa Marano | |
| Title: | Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Citadel Hill 2000 Ltd., as a Lender | ||
| By: | /s/ Pieter Van Schaick | |
| Name: | Pieter Van Schaick | |
| Title: | Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Investors Bank & Trust Company as Sub- Custodian Agent of Cypresstree International Loan Holding Company Limited, as a Lender | ||
| By: | /s/ Jeffrey Megar | |
| Name: | Jeffrey Megar | |
| Title: | Managing Director | |
| By: | /s/ Preston I. Carnes, Jr. | |
| Name: | Preston I. Carnes, Jr. | |
| Title: | Managing Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Grayston CLO II 2004-1 Ltd., as a Lender | ||
| By: | Bear Stearns Asset Management, Inc., as its Collateral Manager | |
| By: | /s/ Jonathan Berg | |
| Name: | Jonathan Berg | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Bear Stearns Loan Trust, as a Lender | ||
| By: Bear Stearns Asset Management, Inc., as its attorney-in-fact | ||
| By: | /s/ Jonathan Berg | |
| Name: | Jonathan Berg | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Morgan Stanley Price Income Trust, as a Lender | ||
| By: | /s/ Elizabeth Bodisch | |
| Name: | Elizabeth Bodisch | |
| Title: | Authorized Signatory | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Loan Funding VII LLC, as a Lender | ||
| By: | Highland Capital Management, L.P. as Collateral Manager | |
| By: | /s/ Patrick Daugherty | |
| Name: | Patrick Daugherty | |
| Title: | Secretary | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Restoration Funding CLO, Ltd., as a Lender | ||
| By: | Highland Capital Management, L.P. as General Partner | |
| By: | /s/ Patrick Daugherty | |
| Name: | Patrick Daugherty | |
| Title: | Secretary | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Franklin Floating Rate Trust, Franklin Floating Rate Master Series, Franklin Floating Rate Daily Access Fund, as a Lender | ||
| By: | /s/ Tyler Chan | |
| Name: | Tyler Chan | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for DENALI CAPITAL CLO I, LTD, or an affiliate, as a Lender | ||
| By: | /s/ Nicole Kouba | |
| Name: | Nicole Kouba | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Denali Capital LLC, managing member of CD Funding Partners, portfolio manager for DENALI CAPITAL CLO IV, LTD., or an affiliate, as a Lender | ||
| By: | /s/ Nicole Kouba | |
| Name: | Nicole Kouba | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Fidelity Advisor Series II: Fidelity Advisor Floating Rate High Income Fund, as a Lender | ||
| By: | /s/ Mark Osterheld | |
| Name: | Mark Osterheld | |
| Title: | Assistant Treasurer | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Ballyrock CLO II Limited, as a Lender | ||
| By: | Ballyrock Investment Advisors LLC, as Collateral Manager | |
| By: | /s/ Lisa Rymut | |
| Name: | Lisa Rymut | |
| Title: | Assistant Treasurer | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| First Trust/Four Corners Senior Floating Rate Income Fund II, as a Lender | ||
| By: | Four Corners Capital Management, LLC as Sub-Adviser | |
| By: | /s/ Dean Valentine | |
| Name: | Dean Valentine | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Fortress Portfolio Trust, as a Lender | ||
| By: | Four Corners Capital Management, LLC as Investment Manager | |
| By: | /s/ Dean Valentine | |
| Name: | Dean Valentine | |
| Title: | Vice President | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| First Tennessee Bank, as a Lender | ||
| By: | /s/ Bob Nieman | |
| Name: | Bob Nieman | |
| Title: | S.V.P. | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Archimedes Funding III, Ltd., as a Lender | ||
| By: | ING Capital Advisors LLC, as Collateral Manager | |
| By: | /s/ Cheryl A. Wasilewski | |
| Name: | Cheryl A. Wasilewski | |
| Title: | Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Endurance CLO I, Ltd., as a Lender | ||
| c/o: | ING Capital Advisors LLC, as Collateral Manager | |
| By: | /s/ Cheryl A. Wasilewski | |
| Name: | Cheryl A. Wasilewski | |
| Title: | Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| ING-Oryx CLO, Ltd., as a Lender | ||
| By: | ING Capital Advisors LLC, as Collateral Manager | |
| By: | /s/ Cheryl A. Wasilewski | |
| Name: | Cheryl A. Wasilewski | |
| Title: | Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Nemean CLO, Ltd., as a Lender | ||
| By: | ING Capital Advisors LLC, as Investment Manager | |
| By: | /s/ Cheryl A. Wasilewski | |
| Name: | Cheryl A. Wasilewski | |
| Title: | Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Sequils-ING I (HBDGM), Ltd., as a Lender | ||
| By: | ING Capital Advisors LLC, as Collateral Manager | |
| By: | /s/ Cheryl A. Wasilewski | |
| Name: | Cheryl A. Wasilewski | |
| Title: | Director | |
| COINSTAR, INC. | ||
| FIRST AMENDMENT | ||
| Union Bank of California, N.A., as a Lender | ||
| By: | /s/ Leslie T. Chang | |
| Name: | Leslie T. Chang | |
| Title: | Assistant Vice President | |
