LIMITED GUARANTEELimited Guarantee • August 5th, 2016 • Aspen Merger Sub, Inc. • Services-personal services • Delaware
This LIMITED GUARANTEE, dated as of July 24, 2016 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), in favor of Outerwall Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof, by and among the Guaranteed Party, Redbox Automated Retail, LLC, a Delaware limited liability company and wholly-owned Subsidiary of the Guaranteed Party, Aspen Parent, Inc., a Delaware corporation (“Parent”), Aspen Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Outerwall Merger Sub”), and Redwood Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Redbox Merger Sub”) (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”). Except as otherwise specified herein, capitalized te
ADDITIONAL INITIAL LENDER AGREEMENTAdditional Initial Lender Agreement • August 5th, 2016 • Aspen Merger Sub, Inc. • Services-personal services
This agreement (this “Additional Initial Lender Agreement”), dated as of August 5, 2016, is by and between Redwood Intermediate, LLC (“Redwood Holdings”), Deutsche Bank AG New York Branch (“DBNY” or the “Additional Initial Lender”), Deutsche Bank Securities Inc. (“DBSI”) and the other financial institutions party hereto. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter (defined below).
ADDITIONAL INITIAL LENDER AGREEMENTAdditional Initial Lender Agreement • August 5th, 2016 • Aspen Merger Sub, Inc. • Services-personal services
This agreement (this “Additional Initial Lender Agreement”), dated as of August 5, 2016, is by and between Aspen Intermediate, LLC (“Coin Holdings”), Deutsche Bank AG New York Branch (“DBNY” or the “Additional Initial Lender”), Deutsche Bank Securities Inc. (“DBSI”) and the other financial institutions party hereto. Terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Commitment Letter (defined below).
APOLLO INVESTMENT FUND VIII, L.P. APOLLO OVERSEAS PARTNERS (DELAWARE 892) VIII, L.P. APOLLO OVERSEAS PARTNERS (DELAWARE) VIII, L.P. APOLLO OVERSEAS PARTNERS VIII, L.P. 43rd Floor New York, New York 10019Merger Agreement • August 5th, 2016 • Aspen Merger Sub, Inc. • Services-personal services
