exv4w3






EXHIBIT 4.3




     [If the Holder of this Security is a depository, such as The Depository Trust Company (“DTC”)
or a nominee of DTC, this Security is a Global Security and insert the following two legends:



     THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF.
THIS GLOBAL SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND,
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS GLOBAL
SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY,
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.



     UNLESS THE SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”),] TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
[CEDE & CO. OR IN] SUCH [OTHER] NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE
DEPOSITORY] [DTC] (AND ANY PAYMENT IS MADE TO [CEDE & CO. OR TO] SUCH [OTHER] ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF [THE DEPOSITORY] [DTC]), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF[, CEDE & CO.,] HAS AN INTEREST HEREIN.]



     [Insert any applicable legend(s) required by the Internal Revenue Code]



NO.           $                      




COINSTAR, INC.




[Designation of Series]




     COINSTAR, INC., a Delaware corporation (hereinafter called the “Company”, which term includes
any successor corporation under the Indenture referred to below), for value received, hereby
promises to pay to                     , or registered assigns, the principal sum of                     
Dollars ($___) on                     ,___[If the Security is to bear interest prior to
Maturity, insert — , and to pay interest thereon from ___or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semiannually on                      and
                     in each year, commencing                     , [If the Security is to bear interest at a
fixed rate, insert — at the rate of ___% per annum] [If the Security is to bear interest
at an adjustable rate, insert — at a rate per annum computed or determined in accordance with
the provisions below], until the principal hereof is paid or made available for payment [If
applicable, insert —, and (to the extent that the



 









 







payment of such interest shall be legally enforceable) at the rate of ___% per annum on any
overdue principal and premium and on any overdue installment of interest from the dates such
amounts are due until they are paid or made available for payment and such interest shall be
payable on demand]. [If applicable, insert — Interest on this Security shall be computed
on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or the
maturity date falls on a day that is not a Business Day, the required payment shall be made on the
next Business Day as if it were made on the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment Date or the maturity
date, as the case may be, to such next Business Day.] The interest so payable and punctually paid
or duly provided for on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest, which shall be                      or
                     (whether or not a Business Day), as the case may be, next preceding such Interest
Payment Date. Any such interest which is payable but not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on
the relevant regular record date by virtue or having been such holder, and may be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is registered at the
close of business on a subsequent special record date (which shall be at least 10 days before the
payment date) for the payment of such defaulted interest to be fixed by the Company, notice whereof
shall be given to the Holders of Securities of this series not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in such Indenture.



     [If the Security is not to bear interest prior to Maturity, insert — The principal of
this Security shall not bear interest except in the case of a default in payment of principal upon
acceleration or redemption or at the Stated Maturity and in such case the overdue principal of this
Security shall bear interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such default in payment
to the date payment of such principal has been made or duly provided for. Interest on any overdue
principal shall be payable on demand. Any such interest on any overdue principal that is not so
paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for, and such interest
shall also be payable on demand.]



     Payment of the principal of and [If applicable, insert — any such] interest on this
Security will be made at the office or agency of the Company maintained for that purpose in The
Borough of Manhattan, The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts [If
applicable, insert — ; provided, however, that, at the option of the Company, interest may be
paid by check mailed to the address of the Person entitled thereto as such address shall appear in
the Security Register;] [If applicable, insert — provided, further, that payment to [DTC
or] any [successor] depository may be made by wire transfer to the account designated by [DTC or]
such [successor] depository in writing].



     This Security is one of a duly authorized issue of securities of the Company (herein called
the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
                    , 20___ (herein called, together with all indentures supplemental thereto, the
“Indenture”), between the Company and                                         , as Trustee (herein called the “Trustee”,
which term includes any successor trustee under the Indenture), to which Indenture and all
indentures



 









 







supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders
of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [, initially limited
(subject to exceptions provided in the Indenture) to the aggregate principal amount of
$                    ].



     [If applicable, insert — The indebtedness evidenced by the Securities is, to the
extent provided in the Indenture, subordinate and subject in right of payment to the prior payment
in full of all indebtedness and obligations of the Company as are defined in the Indenture as
“Senior Indebtedness,” and this Security is issued subject to the provisions of the Indenture with
respect thereto, and each Holder of this Security, by accepting the same, agrees to and shall be
bound by such provisions. Each Holder of this Security, by accepting the same, agrees that each
holder of Senior Indebtedness, whether created or acquired before or after the issuance of this
Security, shall be deemed conclusively to have relied on such subordination provisions in acquiring
and continuing to hold, or in continuing to hold, such Senior Indebtedness.]



     [If the Security is not an Original Issue Discount Security, insert — If an Event of
Default with respect to the Securities shall occur and be continuing, the principal of the
Securities may be declared due and payable in the manner and with the effect provided in the
Indenture.]



     [If the Security is an Original Issue Discount Security, insert — If an Event of
Default with respect to Securities of this series shall occur and be continuing, an amount of
principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture. Such amount shall be equal to [insert formula for
determining the amount]. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any overdue principal, premium and interest (in each case to the
extent that the payment of such interest shall be legally enforceable), all of the Company’s
obligations in respect of the payment of the principal of and premium and interest, if any, on the
Securities of this series shall terminate.]



     [If applicable, insert — The Securities may not be redeemed prior to the Stated
Maturity.]



     [If applicable, insert — The Securities are not subject to any sinking fund.]



     [If applicable, insert — The Securities are subject to redemption [(l) [If
applicable, insert — on                      in any year commencing with the year ___ and ending with
the year ___through operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount, and (2)] [If applicable, insert — at any time [on or after
                    ], as a whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount): if redeemed on or before                     ,
___% and if redeemed during the 12-month period beginning                      of the years indicated at the
Redemption Prices indicated below:



	 	 	 
	Year
	 	Redemption Price
	 
	 	 




and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of
any such redemption [If applicable, insert — (whether through operation of the sinking
fund or otherwise)] with accrued interest to the Redemption Date; provided, however, that
installments of




 









 








interest on this Security whose Stated Maturity is on or prior to such Redemption Date will be
payable to the Holder of this Security, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof, all as provided in
the Indenture.]



     [If applicable, insert — The Securities are subject to redemption (1) on                     
in any year commencing with the year ___and ending with the year ___through operation of the
sinking fund for this series at the Redemption Prices for redemption through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the table below, and
(2) at any time [on or after                     ], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below: if redeemed
during the 12-month period beginning                      of the years indicated below:



	 	 	 	 	 
	 
	 	 	 	Redemption Price for
	 
	 	Redemption Price
	 	Redemption
	 
	 	for Redemption
	 	Otherwise than
	 
	 	through Operation
	 	through Operation
	Year
	 	of the Sinking Fund
	 	of the Sinking Fund
	 
	 	 
	 	 





and thereafter at a Redemption Price equal to ___% of the principal amount, together in the case of
any such redemption (whether through operation of the sinking fund or otherwise) with accrued
interest to the Redemption Date; provided, however, that installments of interest on this Security
whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holder of this
Security, or one or more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]




     [If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to
                    , redeem any Securities as contemplated by [Clause (2) of] the preceding paragraph as a
part of, or in anticipation of, any refunding operation by the application, directly or indirectly,
of moneys borrowed having an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than ___% per annum.]



     [If applicable, insert — The sinking fund for the Securities provides for the
redemption on                      in each year, beginning with the year ___and ending with the year
___, of [not less than] $                     [(“mandatory sinking fund”) and not more than $                    ]
aggregate principal amount of the Securities of this series. [The Securities acquired or redeemed
by the Company otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in the [describe
order].]]



     [If applicable, insert — Notice of redemption will be given by mail to Holders of
Securities, not less than 30 nor more than 60 days prior to the Redemption Date, all as provided in
the Indenture.]



 









 





     [If applicable, insert — In the event of redemption of this Security in part only, a
new Security or Securities for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.]



     The Indenture contains provisions permitting, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Company and the rights
of the Holders of the Securities of each series issued under the Indenture at any time by the
Company and the Trustee with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Securities at the time Outstanding of each series affected
thereby. The Indenture also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of any series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Securities and of any Securities issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.



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



     As provided in the Indenture and subject to certain limitations set forth therein and in this
Security, the transfer of this Security may be registered on the Security Register upon surrender
of this Security for registration of transfer at the office or agency of the Company maintained for
that purpose in any place where the principal of and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.



     [If applicable, insert — The Securities are issuable only in registered form [without
coupons] in the denominations of $                     and any integral multiple thereof.] As provided in
the Indenture and subject to certain limitations set forth in the Indenture, and in this Security,
the Securities are exchangeable for a like aggregate principal amount of Securities of this series
in different authorized denominations, as requested by the Holders surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith, other than in certain cases provided in the Indenture.



 









 





     Prior to due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     [If applicable, insert — The Indenture contains provisions whereby (i) the Company
may be discharged from its obligations with respect to the Securities (subject to certain
exceptions) or (ii) the Company may be released from its obligations under specified covenants and
agreements in the Indenture, in each case if the Company irrevocably deposits with the Trustee
money or Government Obligations, or a combination thereof, in an amount sufficient, without
consideration of any reinvestment, to pay and discharge the entire indebtedness on all Securities
of this series, and satisfies certain other conditions, all as more fully provided in the
Indenture.]



     This Security shall be governed by and construed in accordance with the laws of the State of
New York applicable to agreements made or instruments entered into and, in each case, performed in
said State.



     All terms used in this Security without definition that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.



[Remainder of Page Intentionally Left Blank]




 









 





     Unless the Certificate of Authentication hereon has been executed by or on behalf of the
Trustee under the Indenture by the manual signature of one of its authorized officers, this
Security shall not be entitled to any benefits under the Indenture or be valid or obligatory for
any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 
	     [SEAL]	 	COINSTAR, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	     Attest:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 	 	 	, 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	as Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:   Authorized Officer