FORM OF FIRST AMENDMENT, CONSENT AND WAIVER TO CREDIT AGREEMENT

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

     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

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

     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

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

     ; 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

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

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