exv4w3






Exhibit 4.3




No. 1




Senior Secured Floating Rate Convertible Notes due 2012




CUSIP No.: 192108 AS7

ISIN: US192108AS79




          COEUR D’ALENE MINES CORPORATION, AN IDAHO CORPORATION, PROMISES TO PAY TO JMB CAPITAL PARTNERS
MASTER FUND, L.P., OR REGISTERED ASSIGNS, THE PRINCIPAL SUM OF FIFTY MILLION DOLLARS ($50,000,000),
ON OCTOBER 15, 2012, AND TO PAY INTEREST THEREON FROM OCTOBER 20, 2008, OR FROM THE MOST RECENT
INTEREST PAYMENT DATE TO WHICH INTEREST HAS BEEN PAID OR DULY PROVIDED FOR, QUARTERLY ON JANUARY
15, APRIL 15, JULY 15 AND OCTOBER 15 OF EACH YEAR, COMMENCING JANUARY 15, 2009, AT AN ANNUAL RATE
EQUAL TO THE THREE-MONTH LIBOR RATE PLUS 7.50%, FROM OCTOBER 20, 2008 UNTIL THE PRINCIPAL THEREOF
IS PAID OR MADE AVAILABLE FOR PAYMENT; PROVIDED, HOWEVER, THAT IN NO EVENT WILL THE ANNUAL RATE BE
LESS THAN 9.00% OR MORE THAN 12.00%; PROVIDED, FURTHER, THAT THE INITIAL INTEREST RATE FOR NOTES
ISSUED ON OCTOBER 20, 2008 SHALL BE 12.00%. THE THREE-MONTH LIBOR RATE WILL BE RESET QUARTERLY ON
EACH INTEREST PAYMENT DATE (EACH OF THESE DATES IS REFERRED TO AS AN “INTEREST RESET
DATE”), BEGINNING ON JANUARY 15, 2009, UNTIL THE PRINCIPAL HEREOF IS PAID OR MADE AVAILABLE FOR
PAYMENT OR THE NOTE IS CONVERTED IN ACCORDANCE WITH THE INDENTURE (AS DEFINED ON THE REVERSE
HEREOF). THE INTEREST RATE FOR THE FIRST INTEREST PERIOD SHALL BE 12.00%. THE INTEREST SO
PAYABLE, AND PUNCTUALLY PAID OR DULY PROVIDED FOR, ON ANY INTEREST PAYMENT DATE WILL, AS PROVIDED
IN THE INDENTURE, BE PAID TO THE PERSON IN WHOSE NAME THIS NOTE (OR ONE OR MORE PREDECESSOR NOTES)
IS REGISTERED AT 5:00 P.M., NEW YORK TIME, ON THE REGULAR RECORD DATE FOR SUCH INTEREST, WHICH
SHALL BE JANUARY 1, APRIL 1, JULY 1 OR OCTOBER 1 (WHETHER OR NOT A BUSINESS DAY), AS THE CASE MAY
BE, NEXT PRECEDING SUCH INTEREST PAYMENT DATE. ANY SUCH INTEREST NOT SO PUNCTUALLY PAID OR DULY
PROVIDED FOR WILL FORTHWITH CEASE TO BE PAYABLE TO THE HOLDER ON SUCH REGULAR RECORD DATE AND MAY
EITHER BE PAID TO THE PERSON IN WHOSE NAME THIS NOTE (OR ONE OR MORE PREDECESSOR NOTES) IS
REGISTERED AT 5:00 P.M., NEW YORK TIME, ON A SPECIAL RECORD DATE FOR THE PAYMENT OF SUCH DEFAULTED
INTEREST TO BE FIXED BY THE TRUSTEE, NOTICE WHEREOF SHALL BE GIVEN TO HOLDERS NOT MORE THAN 15
DAYS PRIOR TO SUCH SPECIAL RECORD DATE, OR BE PAID AT ANY TIME IN ANY OTHER LAWFUL MANNER NOT
INCONSISTENT WITH THE REQUIREMENTS OF ANY SECURITIES EXCHANGE ON WHICH THE NOTES MAY BE LISTED, AND
UPON



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SUCH NOTICE AS MAY BE REQUIRED BY SUCH EXCHANGE, ALL AS MORE FULLY PROVIDED IN THE INDENTURE.




          Interest on the Notes will be calculated on the basis of a 360-day period consisting of twelve
30-day months. If a payment date is not a Business Day, payment will be made on the next
succeeding Business Day, and no additional interest will accrue in respect of such payment by
virtue of the payment being made on such later date.




          Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.




          This Note shall be deemed to be a contract made under the laws of the State of New York, and
for all purposes shall be governed by and construed in accordance with the laws of said State.




          The holder hereof takes this Note subject to the terms and conditions of the Indenture.




          Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.




Dated:




	 	 	 	 	 
	 	COEUR D’ALENE MINES CORPORATION

 	 
	 	By:  	/s/ Dennis E. Wheeler
 	 
	 	 	Name:  	Dennis E. Wheeler 	 
	 	 	Title:  	Chairman of the Board, Chief Executive
Officer and President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Mitchell J. Krebs
 	 
	 	 	Name:  	Mitchell J. Krebs 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	TRUSTEE’S CERTIFICATE OF AUTHENTICATION


THE BANK OF NEW YORK MELLON,
  as Trustee, certifies that this is one of the
  Notes referred to in the Indenture.

 	 
	 	By:  	/s/  Karen A.  Trachtenberg
 	 
	 	 	Authorized Signatory, Vice President 	 
	 	 	 	 
	 




 









 





Senior Secured Floating Rate Convertible Notes due 2012




          COEUR D’ALENE MINES CORPORATION, an Idaho corporation (such corporation, and its successors
and assigns under the Indenture hereinafter referred to, being herein called the
“Company”), issued these Notes under an indenture dated as of October 20, 2008 (the
“Original Indenture”), by and between the Company and The Bank of New York Mellon, as
Trustee, as supplemented by the first supplemental indenture and security agreement dated as of
October 20, 2008 (the “First Supplemental Indenture”), among the Company, Coeur Rochester,
Inc. and The Bank of New York Mellon, as Trustee (the Original Indenture, as supplemented by the
First Supplemental Indenture, the “Indenture”), to which reference is hereby made for a
statement of the respective rights, obligations, duties and immunities thereunder of the Trustee,
the Company and the Holders and of the terms upon which the Notes are, and are to be, authorized
and delivered. All terms used in this Note which are defined in the Indenture shall have the
meaning assigned to them in the Indenture. In the event of any inconsistency between the terms of
the Note and the terms of the Indenture, the terms of the Indenture shall control.




1. Further Provisions Relating to Interest




          In certain circumstances, liquidated damages may be payable as provided in Section
6.01 of the First Supplemental Indenture. Any such liquidated damages shall be payable in the
same manner and on the same dates as the stated interest payable on these Notes.




2. Method of Payment.




          The Company will pay interest on the Notes in cash, or at the option of the Company, in Common
Stock or in cash and Common Stock, to the Persons who are registered Holders of Notes at 5:00 p.m.,
New York time, on the January 1, April 1, July 1 and October 1 next preceding the Interest Payment
Date even if Notes are canceled after the record date and on or before the Interest Payment Date,
except as otherwise provided in the Indenture. Holders must surrender Notes to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money of the United
States of America that at the time of payment is legal tender for payment of public and private
debts.




          Subject to the limitations set forth in Section 10.02 of the First Supplemental
Indenture, if any shares of Common Stock are to be issued on an Interest Payment Date, then the
Company shall on the applicable Interest Payment Date, (X) provided that the Common Stock Transfer
Agent is participating in the DTC Fast Automated Securities Transfer Program, credit such aggregate
number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its
designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y)
if the Common Stock Transfer Agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver to such Holder, a certificate, registered in the name of the
Holder or its designee, for the number of shares of Common Stock to which the Holder shall be
entitled.




          If any fractional share of Common Stock otherwise would be issuable as a result of the
issuance of Common Stock to pay interest due on the Notes, the Company shall calculate and pay to
the Holder of Notes a cash adjustment in lieu of such fractional share at a rate equal to



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the VWAP per share for the five Trading Days immediately preceding the Trading Day prior to
the Interest Payment Date.




          The Company shall pay cash interest, if any, on:




          (i) any Global Notes by wire transfer of immediately available funds to the account of the
Depositary or its nominee;




          (ii) any Notes in certificated form by wire transfer in immediately available funds in
accordance with written instructions of the Holder duly delivered to the trustee at least five
Business Days prior to the relevant Interest Payment Date.




3. Paying Agent, Registrar, Conversion Agent and Calculation Agent




          Initially, The Bank of New York Mellon, a banking corporation duly organized under the laws of
the State of New York (the “Trustee”), will act as Paying Agent, Registrar, Conversion
Agent, Collateral Agent and Calculation Agent. The Company may appoint and change any Paying
Agent, Registrar or co-registrar, Conversion Agent, Collateral Agent or Calculation Agent without
notice. The Company or any of its domestically incorporated wholly owned Subsidiaries may act as
Paying Agent, Registrar or co-registrar.




4. Sinking Fund




          The Notes are not subject to any sinking fund.




5. Repurchase of Notes at the Option of the Company




          The Notes will be subject to redemption at the option of the Company on any date prior to the
maturity date, in whole or from time to time in part, in $1,000 increments (provided that any
remaining principal amount thereof shall be at least the minimum authorized denomination thereof),
on written notice given to the Holders thereof not less than 30 days nor more than 90 days prior to
the date fixed for redemption in such notice (the “Redemption Date”), at a redemption price
equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (ii) as
determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present
values of the remaining scheduled payments of principal and interest thereon due on any date after
the Redemption Date (excluding the portion of interest that will be accrued and unpaid to and
including the Redemption Date) discounted from their scheduled date of payment to the Redemption
Date (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50
basis points (such greater amount is referred to herein as the “Redemption Price”), plus,
in either the case of clause (i) or clause (ii), accrued and unpaid interest, if any, thereon to
the Redemption Date.




     The Company shall not be required to make mandatory redemption or sinking fund payments with
respect to the Notes.



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6. Conversion




          Subject to the provisions of the Indenture, the Holder hereof has the right, at its option,
prior to 5:00 p.m. (New York time) on the Trading Day immediately preceding the Maturity Date, to
convert any Notes or portion thereof that is $1,000 or multiples thereof at a Conversion Rate
specified in the Indenture. The initial Conversion Rate shall be 869.5652 common shares for each
$1,000 principal amount of Notes. If a Holder elects to voluntarily convert all or any portion of
such Holder’s Notes at any time prior to the Maturity Date in accordance with the provisions of
Section 10.01 of the First Supplemental Indenture, such Holder will receive the
Additional Payment Upon Conversion in shares of Common Stock. The shares of Common Stock will
be valued at the Conversion Price.




          If any fractional share of Common Stock otherwise would be issuable as a result of the
issuance of Common Stock upon conversion of the Notes, the Company shall calculate and pay to the
Holder of Notes a cash adjustment in lieu of such fractional share at a rate equal to the VWAP per
share for the five Trading Days immediately preceding the Trading Day prior to the applicable
Conversion Date. No adjustment shall be made for dividends or any shares issued upon conversion of
such Note except as provided in the Indenture.




7. Denominations, Transfer, Exchange




          The Notes are in registered form without coupons in denominations of $1,000 and whole
multiples of $1,000. A Holder may transfer or exchange Notes in accordance with the Indenture.
Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by
law or permitted by the Indenture.




8. Persons Deemed Owners




          The registered Holder of this Note may be treated as the owner of it for all purposes.




9. Unclaimed Funds




          Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay
to the Company upon written request any money held by them for the payment of principal or interest
and any shares of Common Stock or other property due in respect of converted Notes that remains
unclaimed for two years, and, thereafter, Holders entitled to the money and/or securities must look
to the Company for payment as general creditors unless applicable abandoned property law designates
another Person.




10. Amendment, Waiver




          Subject to certain exceptions, the Indenture contains provisions permitting an amendment of
the Indenture or the Notes with the written consent of the Holders of at least a majority in
principal amount of the then outstanding Notes and the waiver of any Event of Default (other than
any continuing Event of Default in payment of interest or principal amount of the Notes or in
respect of provisions that cannot be amended without the written consent of each



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Holder affected) or noncompliance with any provision with the written consent of the Holders
of a majority in principal amount of the then outstanding Notes.




          In addition, the Indenture permits an amendment of the Indenture or the Notes without the
consent of any Holder under circumstances specified in the Indenture. The Indenture also permits
an amendment of the Indenture or the Notes only with the consent of any Holder affected thereby
under circumstances specified in the Indenture.




11. Defaults and Remedies




          Except as specified in the Indenture, if an Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the
principal of and accrued but unpaid interest on all the Notes to be due and payable.




          No reference herein to the Indenture and no provision of this Note or of the Indenture shall
impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at the place, at the
respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.




12. Trustee Dealings with the Company




          Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were not Trustee.




13. No Recourse Against Others




          A director, officer, employee, incorporator, stockholder or partner, as such, of the Company
shall not have any liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. By
accepting a Note, each Holder shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Notes.




14. Authentication




          This Note shall not be valid until an authorized signatory of the Trustee (or an
authenticating agent) manually signs the certificate of authentication on the other side of this
Note.




15. Abbreviations




          Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).




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16. CUSIP and ISIN Numbers




          Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and has
directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of repurchase and reliance may be placed only on the other
identification numbers placed thereon.




          The Company will furnish to any Holder upon written request and without charge to the Holder a
copy of the Indenture which has in it the text of this Note.





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CONVERSION NOTICE





			
	TO:	 	COEUR D’ALENE MINES CORPORATION

THE BANK OF NEW YORK MELLON, as Conversion Agent





          The undersigned registered owner of this Note hereby irrevocably exercises the option to
convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated
in accordance with the terms of the Indenture referred to in this Note, and directs that the shares
of Common Stock, cash or a combination of cash and shares of Common Stock deliverable or payable
upon such conversion and any Notes representing any unconverted principal amount hereof, be issued
and delivered to the registered Holder hereof unless a different name has been indicated below.
Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the
Indenture. If shares or any portion of this Note not converted are to be issued in the name of a
person other than the undersigned, the undersigned will provide the appropriate information below
and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Note.




Dated:                     




	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature(s)	 	 
	 	 	Signature(s) must be guaranteed by an “eligible
guarantor institution” meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
	 
	 	 	 	 
	 

	 	 	 	 
	 	 	Signature Guarantee






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          Fill in the registration of shares of Common Stock, if any, if to be issued, and Notes if to
be delivered, and the person to whom cash, if any, is to be made, if to be made, other than to and
in the name of the registered Holder:




Please print name and address




	 	 	 	 	 
	 	 	 
	(Name)	 	 
	 
	 	 	 	 
	 	 	 
	(DTC Participant Number if applicable)	 	 
	 
	 	 	 	 
	 	 	 
	(Street Address)	 	 
	 
	 	 	 	 
	 	 	 
	(City, State and Zip Code)	 	 
	 
	 	 	 	 
	Principal amount to be converted
	 	 
	(if less than all):	 	 
	 
	 	 	 	 
	$
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Social Security or Other Taxpayer
	 	 
	Identification Number:	 	 
	 
	 	 	 	 
	 	 	 




NOTICE: The signature on this Conversion Notice must correspond with the name as written upon the
face of the Notes in every particular without alteration or enlargement or any change whatever.




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ASSIGNMENT




          For value received
                     hereby sell(s) assign(s) and
transfer(s) unto
                     (Please insert social security or other
Taxpayer Identification Number of assignee) the within Notes, and hereby irrevocably constitutes
and appoints
                     attorney to transfer said Notes on the books of
the Company, with full power of substitution in the premises.




Dated:                     




	 	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature(s)	 	 
	 
	 	 	Signature(s) must be guaranteed by an “eligible
guarantor institution” meeting the requirements of
the Registrar, which requirements include membership
or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the
Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
	 
	 	 	 	 
	 

	 	 	 	 
	 	 	Signature Guarantee





NOTICE: The signature on this Assignment must correspond with the name as written upon the face of
the Notes in every particular without alteration or enlargement or any change whatever.





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