exv4w4







EXHIBIT 4.4




     [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



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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
$___].



     Subject to and upon compliance with the provisions of the Indenture, the Holder of this
Security is entitled, at his option, at any time on or before the close of business on                     
___, ___, or in case this Security or a portion hereof is called for redemption, then in respect
of this Security or such
portion hereof until and including, but (unless the Company defaults in making the payment due
upon redemption) not after, the close of business on the Business Day immediately preceding the
Redemption Date, to convert this Security (or any portion of the principal amount hereof which is
$1,000 or an integral multiple thereof or in the case of Bearer Securities $5,000 or an integral
multiple of $5,000), at the principal amount hereof, or of such portion, into fully paid and
non-assessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common
Stock of the Company at a conversion price equal to $___ aggregate principal amount of
Securities for each share of Common Stock (or at the current adjusted conversion price if an
adjustment has been made as provided in the Indenture) by surrender of this Security, duly endorsed
or assigned to the Company or in blank, to the Company at its office or agency in                                         ,
accompanied by written notice to the Company that the Holder hereof elects to convert this
Security, or if less than the entire principal amount hereof is to be converted, the portion hereof
to be converted (in the case of Bearer Securities, any Bearer Security surrendered for conversion
must be accompanied by all Coupons maturing subsequent to the date of surrender of such Bearer
Security for conversion or the amount of any such missing Coupons will be deducted from the amount
due on such Security used to determine the amount of shares of Common Stock such Bearer Security
may be converted into), and, in case such surrender shall be made during the period from the close
of business on any Regular Record Date next preceding any Interest Payment Date to the opening of
business on such Interest Payment Date (unless this Security or the portion thereof being converted
has been called for redemption on a Redemption Date such that the conversion right of this Security
would terminate between such Regular Record Date and the close of business on such Interest Payment
Date), also accompanied by payment in funds reasonably acceptable to the Company of an amount equal
to the interest payable on such Interest Payment Date on the principal amount of this Security then
being converted (with similar provision to be made for Bearer Securities). In case surrender of
this Security for conversion shall be made during the period from the close of business on any
Regular Record Date next preceding any Interest Payment Date to the opening of business on such
Interest Payment Date and if this Security or portion hereof has been called for redemption on a
Redemption Date with the consequence that the conversion right of this Security would terminate
between such Regular Record Date and the close of business on such Interest Payment Date, then the
Holder of this Security will be entitled to receive the interest accruing hereon from the Interest
Payment Date next preceding the date of such conversion to such succeeding Interest Payment Date
and shall not be required to pay such interest upon surrender of this Security for conversion.
Subject to the aforesaid requirement for payment and, in the case of a conversion after the Regular
Record Date next preceding any Interest Payment Date and on or before such Interest Payment Date,
to the right of the Holder of this Security (or any Predecessor Security) of record at such Regular
Record Date to receive an installment of interest (with certain exceptions provided in the
Indenture), no payment or adjustment is to be made on conversion for interest accrued hereon or for
dividends on the Common Stock issued on conversion. No fractions of shares or scrip representing
fractions of shares will be issued on conversion, but instead of any fractional interest the
Company shall pay a cash adjustment as provided in the Indenture. The conversion price is subject
to adjustment as provided in the Indenture. In addition, the Indenture provides that in case of
certain consolidations or



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mergers to which the Company is a party or the transfer of substantially
all of the assets of the Company, the Indenture shall be amended, without the consent of any
Holders of Securities, so that this Security, if then outstanding, will be convertible thereafter,
during the period this Security shall be convertible as specified above, only into the kind and
amount of securities, cash and other property receivable upon the consolidation, merger or transfer
or conveyance by a holder of the number of shares of Common Stock into which this Security might
have been converted immediately prior to such consolidation, merger or transfer or conveyance
(assuming such holder of Common Stock failed to exercise any rights of election and received per
share the kind and amount received per share by a plurality of nonelecting shares).



     [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
	 
	 	 





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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.]




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     In the event of [If applicable, insert — redemption or] conversion of this Security in
part only, a new Security or Securities for the [If applicable, insert — unredeemed or]
unconverted 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 or
to convert this Security, 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 $                     or 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


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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]




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     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