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EXHIBIT 4.2
FIFTH AMENDMENT TO CREDIT AGREEMENT
-----------------------------------
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into
as of September 26, 2000, by and among Coinstar, Inc., a Delaware corporation
("Borrower"), the financial institutions named on the signature pages hereof
(each, a "Lender" and collectively the "Lenders"), and Imperial Bank, as Agent
for the Lenders ("Agent"), with reference to the following facts:
A. Borrower, Agent, and Lenders are parties to that certain Credit
Agreement dated as of February 19, 1999, as amended (the "Credit Agreement").
B. The parties desire to amend the Credit Agreement in accordance with the
terms of this Amendment.
NOW, THEREFORE, in consideration of the promises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms not otherwise defined herein shall
have the same meanings as set forth in the Credit Agreement.
2. Amendments to Credit Agreement. The Credit Agreement is hereby amended
as follows:
(a) The following defined terms in Section 1.1 are amended to read as
follows:
"Coinstar Processing Revenue": At any date of determination,
revenue from coin processing fees of the Borrower (excluding Foreign
Subsidiaries and Meals.com, Inc.) for the three months ending on such date
multiplied by four.
"Consolidated EBITDA": At any date of determination, the net
income of Borrower (excluding Foreign Subsidiaries and Meals.com, Inc.),
plus (a) interest expense (excluding capitalized interest), (b) income tax
expense, (c) depreciation expense, and (d) amortization expense, determined
in accordance with GAAP, for the three months ending on such date
multiplied by four.
"Lender": Imperial Bank.
"Maturity Date": September 25, 2006.
"Revolving Commitment": As to Imperial Bank, the lesser of (a)
Ten Million Dollars ($10,000,000) and (b) such Lender's pro rata share of
the Borrowing Base. The term "Revolving Commitments" shall mean the
aggregate Revolving Commitments of all of the Lenders, as such amounts are
reduced pursuant to Section 2.1(f) or 2.2(b).
"Term Commitment": As to Imperial Bank, the lesser of (a) Three
Million Dollars ($3,000,000) and (b) such Lender's pro rata share of the
Borrowing Base.
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The term "Term Commitments" shall mean the aggregate Term Commitments of
all of the Lenders, as such amount may be reduced pursuant to the terms of
this Agreement.
"Term Commitment Termination Date": September 25, 2002.
(b) The following new defined terms are added to Section 1.1 in their
proper alphabetical order, which shall read as follows:
"Current Liabilities": As of any applicable date, all amounts
that should, in accordance with GAAP, be included as current liabilities on
the consolidated balance sheet of the Borrower (excluding Foreign
Subsidiaries and Meals.com, Inc.) as at such date, including all Debt that
is payable upon demand or within one year from the date of determination
thereof unless such Debt is renewable or extendable at the option of the
Borrower to a date more than one year from the date of determination, but
excluding deferred revenue, and excluding Subordinated Debt.
"Quick Assets": At any date of determination, the total
unrestricted cash and cash equivalents, and accounts receivable of the
Borrower (excluding Foreign Subsidiaries and Meals.com, Inc.), in
accordance with GAAP.
"Revolving Maturity Date": September 25, 2002.
"Subordinated Debt": Any Debt incurred by the Borrower that is
subordinated to the Debt owing to the Lenders hereunder on terms acceptable
to the Agent and the Lenders, pursuant to a written agreement approved in
writing by the Agent.
"Tangible Net Worth": At any date of determination, the sum of
the capital stock and additional paid-in capital plus retained earnings (or
minus accumulated deficit) of the Borrower (excluding Foreign Subsidiaries
and Meals.com, Inc.), minus intangible assets, determined in accordance
with GAAP.
(c) Section 2.1(a) is amended to read as follows:
(a) The Revolving Commitments. Each Lender agrees, severally
and not jointly, on the terms and conditions hereinafter set forth, to make
loans ("Revolving Loans") to the Borrower from time to time during the
period from the date hereof to and including the Revolving Maturity Date in
an aggregate amount not to exceed such Lender's Revolving Commitment;
provided, however, that no Lender shall be obligated on any date to make a
Loan which, when added to the aggregate outstanding Loans and the Letter of
Credit Usage, would exceed the Borrowing Base. Each borrowing under this
Section (a "Borrowing") shall be in a minimum amount of $500,000; provided
that a Revolving Loan consisting of a LIBO Rate Loan shall be in a minimum
amount of $2,000,000. Each Borrowing shall be made on the same day by the
Lenders ratably according to their respective Commitments. Within the
limits of the Revolving Commitments and prior to the Revolving Maturity
Date, the Borrower may borrow, repay pursuant to Section 2.2(c) and
reborrow under this Section, provided, however, that at no time shall the
aggregate principal amount of outstanding Revolving Loans plus the Letter
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of Credit Usage then in effect exceed the lesser of (x) the Revolving
Commitments then in effect or (y) the Borrowing Base.
(d) Section 2.1(d) is amended to read as follows:
(d) Commitment Fees.
(i) Revolving Commitment Fee. The Borrower agrees to pay
to the Agent for the ratable benefit of the Lenders a commitment fee on the
average daily unused portion of the Revolving Commitments, from the
execution date of this Agreement until the Revolving Maturity Date at the
rate of one half of one percent (0.50%) per annum (the "Revolving
Commitment Fee"), payable in arrears on the last day of each calendar
quarter commencing on the first such date occurring after the date of this
Agreement. The Revolving Commitment Fee shall be calculated on the basis of
a 360-day year for the actual days elapsed, and shall be non-refundable.
For the purposes of calculating the Revolving Commitment Fee, the Letter of
Credit Usage shall be deemed a usage of the Commitments.
(ii) Term Commitment Fee. The Borrower agrees to pay to
the Agent for the ratable benefit of the Lenders a commitment fee on the
average daily unused portion of the Term Commitments, from September 26,
2000 until the Term Commitment Termination Date at the rate of one half of
one percent (0.50%) per annum (the "Term Commitment Fee"), payable in
arrears on the last day of each calendar quarter commencing on the first
such date occurring after the date of this Agreement. The Term Commitment
Fee shall be calculated on the basis of a 360-day year for the actual days
elapsed, and shall be non-refundable.
(e) Section 2.1(f)(i) is deleted and reserved.
(f) Section 2.2(a)(i) is amended to read as follows:
(i) Revolving Loans. The aggregate principal amount of
the Revolving Loans outstanding on the Revolving Maturity Date, together
with accrued interest thereon, shall be due and payable on the Revolving
Maturity Date.
(g) Section 2.2(a)(ii) is amended to read as follows:
(ii) Term Loans. The aggregate principal amount of the
Term Loans outstanding on the Term Commitment Termination Date shall be
payable in sixteen (16) equal quarterly installments payable on the last
day of each March, June, September and December, commencing on September
30, 2002, and ending on the Maturity Date, on which date the remaining
outstanding principal amount of the Term Loans, together with accrued
interest thereon and any other amounts owing under this Agreement shall be
due and payable; provided however, that if this Agreement is not amended in
accordance with Section 9.1 to extend the Revolving Maturity Date beyond
September 25, 2002, then the aggregate principal amount of the Term Loans
outstanding on the Term Commitment Termination Date, together with accrued
interest thereon and
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any other amounts owing under this Agreement, shall be due and payable on
the Revolving Maturity Date.
(h) Section 2.5(a) is amended to read as follows:
(a) Letters of Credit. The Borrower may request from time to
time during the period from the date hereof through the Revolving Maturity
Date that the Issuing Bank issue Letters of Credit for the account of the
Borrower, provided that (i) Borrower shall not request that the Issuing
Bank issue any Letter of Credit, if after giving effect to such issuance,
the sum of the aggregate principal amount of outstanding Revolving Loans
plus the Letter of Credit Usage exceeds the lesser of (x) the Revolving
Commitments then in effect or (y) the Borrowing Base, (ii) in no event
shall the Issuing Bank issue any Letter of Credit having an expiration date
(a) later than the Revolving Maturity Date or (b) more than one year from
the date of issuance, and (iii) Borrower shall not request any Letter of
Credit, if after giving effect to such issuance, the Letter of Credit Usage
exceeds Ten Million Dollars ($10,000,000) or any regulatory, legal or
internal limit on the Issuing Bank's ability to issue the requested Letter
of Credit.
(i) Section 6.2(a) is amended to read as follows:
(a) Direct Contribution Margin to Coinstar Processing Revenue.
Permit the ratio of Direct Contribution Margin to Coinstar Processing
Revenue to be less than 0.475 to 1.0 as of the last day of any fiscal
quarter of the Borrower from and after September 26, 2000.
(j) Section 6.2(b) is amended to read as follows:
(b) Consolidated Senior Debt to Coinstar Units. Permit the
ratio of Consolidated Senior Debt to the number of installed Coinstar Units
to be greater than $1,000 to 1 as of the last day of any fiscal quarter of
the Borrower from and after September 26, 2000.
(k) Section 6.2(c) is amended to read as follows:
(c) Consolidated EBITDA to Consolidated Total Debt Service.
Permit the ratio of Consolidated EBITDA to Consolidated Total Debt Service
to be less than 1.50 to 1.0 as of the last day of any fiscal quarter of the
Borrower from and after September 26, 2000.
(l) Section 6.2(d) is amended to read as follows:
(d) Adjusted Quick Ratio. Permit the ratio of Quick Assets to
Current Liabilities to be less than 1.0 to 1.0 as of the last day of any
fiscal quarter of the Borrower from and after September 26, 2000.
(m) Section 6.2(e) is amended to read as follows:
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(e) Tangible Net Worth. Permit Tangible Net Worth to be less
than $37,500,000 at the end of any fiscal quarter of the Borrower from and
after September 26, 2000.
(n) Sections 6.2(f) and 6.2(g) are deleted and reserved.
(o) Exhibits A-1 and B-1 are replaced with Exhibits A-1 and B-1
hereto.
(p) Exhibit F is deleted and replaced with Exhibit F hereto.
3. Release of Cash Collateral. From and after the Effective Date,
Borrower shall not be obligated to comply with the provisions of Section 4 of
that certain Third Amendment to Credit Agreement, Consent and Limited Waiver
entered into as of December 23, 1999 by and among the Borrower, the Lenders, and
the Agent.
4. Conditions to Effectiveness.
This Amendment shall become effective as of September 26, 2000 (the
"Effective Date"), only upon:
(a) receipt by the Agent of the following (each of which shall be in
form and substance satisfactory to the Agent and its counsel):
(i) counterparts of this Amendment duly executed on
behalf of the Borrower and the Lenders, and acknowledged by Bank Austria
Creditanstalt Corporate Finance, Inc.;
(ii) copies of resolutions of the Board of Directors or
other authorizing documents of the Borrower, authorizing the execution and
delivery of this Amendment;
(iii) promissory notes in favor of Imperial Bank in the
form of Exhibits A-1 and B-1 hereto;
(b) receipt by Imperial Bank of an amendment fee in the amount of
$5,000;
(c) Borrower shall have repaid all Loans and other amounts owed under
the Credit Agreement to Bank Austria Creditanstalt Corporate Finance, Inc.;
(d) completion of such other matters and delivery of such other
agreements, documents and certificates as the Agent or any Lender may reasonably
request.
5. Bank Austria Creditanstalt Corporate Finance, Inc. On and after the
Effective Date, and upon repayment of the outstanding Loans and other amounts
owed under the Credit Agreement to Bank Austria Creditanstalt Corporate Finance,
Inc. ("Bank Austria"), Bank Austria shall relinquish its rights and be released
from its obligations under the Credit Agreement, except for its right to be
indemnified under Section 3.7, and shall cease to be a party thereto, subject to
its continuing obligations under Section 9.6(e).
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6. Replacement Schedules; Further Assurances. The updated Schedules
delivered by the Borrower in connection with this Amendment and attached hereto
shall be deemed to replace the corresponding Schedules previously delivered in
connection with the Credit Agreement; provided, that Borrower shall, at its
expense and upon request of Agent, within 30 days of the date of this Amendment,
duly execute and deliver, or cause to be duly executed and delivered, to Agent
such further acts as may be necessary or proper in the reasonable opinion of
Agent to carry out the provisions and purposes of the Agreement and the Loan
Documents. Without limiting the generality of the foregoing, Borrower shall
complete the intellectual property registrations and deliver the schedules and
notices required pursuant to Section 6.1(i) of the Credit Agreement, deliver
such schedules of locations and additional financing statements as Agent may
request, and obtain any landlord agreement required to be obtained in accordance
with Section 6.1(m).
7. Representations and Warranties. In order to induce the Lenders to
enter into this Amendment, the Borrower represents and warrants to the Lenders
that the following statements are true, correct and complete as of the effective
date of this Amendment:
(a) Corporate Power and Authority. The Borrower has all requisite
corporate power and authority to enter into this Amendment and to carry out the
transactions contemplated by, and perform its obligations under, the Credit
Agreement as amended by this Amendment (the "Amended Agreement"). The
Certificate of Incorporation and Bylaws of the Borrower have not been amended
since the copies previously delivered to the Lenders.
(b) Authorization of Agreements. The execution and delivery of this
Amendment and the performance by the Borrower of the Amended Agreement have been
duly authorized by all necessary corporate action on the part of the Borrower.
(c) No Conflict. The execution and delivery by the Borrower of this
Amendment do not and will not contravene (i) any law or any governmental rule or
regulation applicable to the Borrower, except to the extent not resulting in a
Material Adverse Effect, (ii) the Certificate of Incorporation or Bylaws of the
Borrower, (iii) any order, judgment or decree of any court or other agency of
government binding on the Borrower, or (iv) any material agreement or instrument
binding on the Borrower, except to the extent not resulting in a Material
Adverse Effect.
(d) Governmental Consents. The execution and delivery by the
Borrower of this Amendment and the performance by the Borrower of the Amended
Agreement do not and will not require any registration with, consent or approval
of, or notice to, or other action to, with or by, any federal, state or other
governmental authority or regulatory body (except routine reports required
pursuant to the Securities and Exchange Act of 1934, as amended, which reports
will be made in the ordinary course of business).
(e) Binding Obligation. This Amendment and the Amended Agreement
have been duly executed and delivered by the Borrower and are the binding
obligations of the Borrower, enforceable against the Borrower in accordance with
their respective terms, except in each case as such enforceability may be
limited by bankruptcy, insolvency, reorganization,
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liquidation, moratorium or other similar laws and equitable principles relating
to or affecting creditors' rights.
(f) Incorporation of Representations and Warranties From Credit
Agreement. The representations and warranties contained in Section 5.1 of the
Credit Agreement are correct on and as of the effective date of this Amendment
as though made on and as of such date (except to the extent they relate
specifically to any earlier date, in which case such representations and
warranties shall continue to have been correct as of such date).
(g) Absence of Default. No event has occurred and is continuing or
will result from the consummation of the transactions contemplated by this
Amendment that would constitute an Event of Default or a Potential Event of
Default.
8. Miscellaneous.
(a) Reference to and Effect on the Credit Agreement and the Other
Loan Documents.
(i) On and after the Effective Date, each reference in the
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or
words of like import referring to the Credit Agreement, and each reference
in the other Loan Documents to the "Credit Agreement," "thereunder,"
"thereof" or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Amended Agreement.
(ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a
waiver of any provision of, or operate as a waiver of any right, power or
remedy of the Agent or Lenders under the Credit Agreement or any of the
other Loan Documents.
(b) Fees and Expenses. All costs and expenses of the Agent and
Lenders, including, but not limited to, reasonable attorneys' fees, incurred by
the Agent and Lenders in the preparation and negotiation of this Amendment
constitute costs and expenses in connection with the amendment and restructuring
of the Loan Documents, and as such are payable by the Borrower in accordance
with Section 9.5 of the Credit Agreement.
(c) Headings. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.
(d) Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
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(e) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
[REMAINDER INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWER:
COINSTAR, INC.
By: /s/ Diane L. Renihan
----------------------------------
Title: Chief Financial Officer
-------------------------------
AGENT:
IMPERIAL BANK
By: /s/ J. P. Michael
----------------------------------
Title: FVP and Manager
-------------------------------
LENDER:
IMPERIAL BANK
By: /s/ J. P. Michael
----------------------------------
Title: FVP and Manager
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ACKNOWLEDGED AND AGREED
TO:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ Geoff Hennington
----------------------------------
Title: AVP
-------------------------------
By: /s/ Jack Bertges
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Title: SVP
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EXHIBIT A-1
COINSTAR, INC.
REVOLVING PROMISSORY NOTE
San Jose, California
$10,000,000 September 26, 2000
FOR VALUE RECEIVED, Coinstar, Inc., a Delaware corporation (the
"Borrower"), promises to pay to the order of Imperial Bank (the "Lender") the
principal amount of Ten Million Dollars ($10,000,000) or, if less, the aggregate
amount of Revolving Loans (as defined in the Credit Agreement referred to below)
made by the Lender to the Borrower pursuant to the Credit Agreement referred to
below outstanding on the Revolving Maturity Date (as defined in the Credit
Agreement referred to below) on the Revolving Maturity Date. All unpaid amounts
of principal and interest shall be due and payable in full on the Revolving
Maturity Date.
The Borrower also promises to pay interest on the unpaid principal amount
hereof from the date hereof until paid at the rates and at the times which shall
be determined in accordance with the provisions of the Credit Agreement.
Notwithstanding any other limitations contained in this Note, Lender does not
intend to charge and the Borrower shall not be required to pay any interest or
other fees or charges in excess of the maximum permitted by applicable law. Any
payments in excess of such maximum shall be refunded to the Borrower or credited
against principal.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Agent described in the Credit Agreement. Until notified of the
transfer of this Note, the Borrower shall be entitled to deem the Lender or such
person who has been so identified by the transferor in writing to the Borrower
as the holder of this Note, as the owner and holder of this Note.
This Note is issued in substitution for that certain Revolving Promissory
Note dated as of February 19, 1999 executed by Borrower in favor of Lender in a
maximum principal amount of Five Million Dollars ($5,000,000). This Note is
referred to in, and is entitled to the benefits of, the Credit Agreement dated
as of February 19, 1999 (the "Credit Agreement") among the Borrower, the
financial institutions named therein and Imperial Bank as Agent. The Credit
Agreement, among other things, (i) provides for the making of advances (the
"Loans") by the Lender to the Borrower from time to time in an aggregate amount
not to exceed at any time outstanding the U.S. dollar amounts stated therein,
and (ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of
principal hereof prior to the maturity hereof upon the terms and conditions
therein specified.
The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligation of the Borrower,
which is absolute and
A-1
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unconditional, to pay the principal of and interest on this Note at the place,
at the respective times, and in the currency herein prescribed.
The Borrower promises to pay all costs and expenses, including reasonable
attorneys' fees, incurred in the collection and enforcement of this Note. The
Borrower hereby consents to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waives diligence, presentment,
protest, demand and notice of every kind and, to the full extent permitted by
law, the right to plead any statute of limitations as a defense to any demand
hereunder.
This Note shall be governed by, and construed in accordance with, the laws
of the state of California without giving effect to its choice of law doctrine.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
delivered by its duly authorized officer, as of the date and the place first
above written.
Coinstar, Inc.
By: /s/ Diane L. Renihan
----------------------------------
Title: Chief Financial Officer
-------------------------------
A-2
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EXHIBIT B-1
COINSTAR, INC.
TERM NOTE
San Jose, California
$3,000,000 September 26, 2000
FOR VALUE RECEIVED, Coinstar, Inc., a Delaware corporation (the
"Borrower"), promises to pay to the order of Imperial Bank (the "Lender") the
principal amount of Three Million Dollars ($3,000,000), or, if less, the
aggregate amount of Term Loans (as defined in the Credit Agreement referred to
below) made by the Lender to the Borrower pursuant to the Credit Agreement
referred to below outstanding on the Term Commitment Termination Date (as
defined in the Credit Agreement referred to below) in sixteen (16) equal
quarterly installments on the last day of March, June, September and December of
each year, commencing on September 30, 2002 and ending on the Maturity Date (as
defined in the Credit Agreement). All unpaid amounts of principal and interest
shall be due and payable in full on the Maturity Date.
The Borrower also promises to pay interest on the unpaid principal amount
hereof from the date hereof until paid at the rates and at the times which shall
be determined in accordance with the provisions of the Credit Agreement.
Notwithstanding any other limitations contained in this Note, Lender does not
intend to charge and the Borrower shall not be required to pay any interest or
other fees or charges in excess of the maximum permitted by applicable law. Any
payments in excess of such maximum shall be refunded to the Borrower or credited
against principal.
All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
office of the Agent described in the Credit Agreement. Until notified of the
transfer of this Note, the Borrower shall be entitled to deem the Lender or such
person who has been so identified by the transferor in writing to the Borrower
as the holder of this Note, as the owner and holder of this Note. Each of the
Lender and any subsequent holder of this Note agrees that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; provided, however, that the failure to make notation of any payment
made on this Note shall not limit or otherwise affect the obligation of the
Borrower hereunder with respect to payments of principal or interest on this
Note.
This Note is issued in substitution for that certain Term Note dated as of
February 19, 1999 executed by Borrower in favor of Lender in a maximum principal
amount of Seven Million Five Hundred Thousand Dollars ($7,500,000). This Note is
referred to in, and is entitled to the benefits of, the Credit Agreement dated
as of February 19, 1999 (the "Credit Agreement") among the Borrower, the
financial institutions named therein and Imperial Bank as Agent. The Credit
Agreement, among other things (i) provides for the making of advances (the
"Loans") by the Lender to the Borrower on the date hereof in an aggregate amount
not to exceed at any time outstanding the U.S. dollar amounts stated therein,
and (ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on
B-1
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account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.
The terms of this Note are subject to amendment only in the manner provided
in the Credit Agreement.
No reference herein to the Credit Agreement and no provision of this Note
or the Credit Agreement shall alter or impair the obligation of the Borrower,
which is absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency herein
prescribed.
The Borrower promises to pay all costs and expenses, including reasonable
attorneys' fees, incurred in the collection and enforcement of this Note. The
Borrower hereby consents to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waives diligence, presentment,
protest, demand and notice of every kind and, to the full extent permitted by
law, the right to plead any statute of limitations as a defense to any demand
hereunder.
This Note shall be governed by, and construed in accordance with, the laws
of the state of California without giving effect to its choice of law doctrine.
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed and
delivered by its duly authorized officer, as of the date and the place first
above written.
Coinstar, Inc.
By: /s/ Diane L. Renihan
----------------------------------
Title: Chief Financial Officer
-------------------------------
B-2
