EXHIBIT 4.3 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,...

                                                                     EXHIBIT 4.3

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) PURSUANT TO
OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULES 501 (A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM
PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000 FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN THE
CASE OF ANY OF THE FOREGOING CLAUSES (A)-(E), A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO COMPANY AND THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

                 13% SENIOR SUBORDINATED DISCOUNT NOTE DUE 2009

Note No. A[ ]                                              CUSIP Xx. 000000 XX 0
                                                                           $[  ]

TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability
company, promises to pay to [ ], or registered assigns, the principal sum of $[
] on January 15, 2009.

Issue Price:                    $[ ] as of November 19, 2003.

Interest Payment Dates:         November 15 and May 15, commencing May 15, 2004.

Record Dates:                   May 1 and November 1.

Additional provisions of this Security are set forth on the other side of this
Security.

[Seal]
                                TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC

                                By:  _______________________________
                                      Xxxxxxx Xxxxxxx
                                      Chief Financial Officer

Dated: November 19, 2003

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

BNY MIDWEST TRUST COMPANY,
as Trustee, certifies that this is one of the
Securities referred to in the Indenture

By:      _____________________________
         Authorized Signatory



                 13% SENIOR SUBORDINATED DISCOUNT NOTE DUE 2009

                  1.       Interest

TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC, a Delaware corporation (such
corporation, and its successors and assigns under the Indenture hereinafter
referred to, being herein called the "Company"), promises to pay interest in
cash on the Accreted Value of this Security at a rate of one percent (1%) per
annum from the Issue Date through January 15, 2009 in the manner hereinafter
provided. From and after January 15, 2009, the Company promises to pay interest
in cash on the principal amount of this Security at a rate of thirteen percent
(13%) per annum in the manner hereinafter provided. The Company will pay
interest semiannually on May 15 and November 15 of each year. Interest not paid
on any interest payment date will be added to the principal amount of the
Securities until paid. Interest will be computed on the basis of a 360-day year
of twelve 30-day months. The Company shall pay interest on overdue principal at
the rate borne by the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

                  2.       Method of Payment

Interest, if paid in cash as provided above, will be paid to the Persons who are
registered holders of Securities at the close of business on the May 1 and
November 1 next preceding the interest payment date even if Securities are
canceled after the record date and on or before the interest payment date.
Holders must surrender Securities to a Paying Agent to collect principal
payments, including any interest which has been added to principal as provided
above. The Company will pay principal and any cash interest in money of the
United States that at the time of payment is legal tender for payment of public
and private debts. However, the Company may, at its option, pay principal and
any cash interest (i) by check payable in such money or (ii) by wire transfer of
immediately available funds to such account as may be designated by a Holder and
as specified in the books of the Registrar. It may mail an interest check to a
Holder's registered address.

                  3.       Paying Agent and Registrar

Initially, BNY Midwest Trust Company, an Illinois trust company (the "Trustee"),
will act as Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice. The Company or any of
its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

                  4.       Indenture

The Company issued the Securities under an Indenture dated as of November 19,
2003 (as amended or supplemented from time to time, the "Indenture"), between
the Company and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the TIA for a statement of those terms.

The Securities are general unsecured obligations of the Company limited to an
aggregate deemed issue price of $70,750,706 (which represents 101% of Accreted
Value of the Old Senior Subordinated Notes exchanged in the Exchange Offer) and
which will represent an aggregate principal amount as of the Scheduled Maturity
Date of the Securities of approximately $129,115,891 (subject to Section 2.7 of
the Indenture). This Security is one of the Initial Securities referred to in
the Indenture. The Securities include the Initial Securities and any Exchange
Securities issued in exchange for the Initial Securities pursuant to the
Indenture. The Initial Securities and the Exchange Securities are treated as a
single class of securities under the Indenture. The Indenture imposes certain
limitations on the issuance of debt by the Company, the payment of dividends and
other distributions and acquisitions or retirements of the Company's Capital
Stock and Subordinated Obligations, the incurrence by the Company and its
Restricted Subsidiaries of Liens on its property and assets which do not equally
and ratably secure the Securities, the sale or transfer of assets and Subsidiary
Stock, investments by the Company, consolidations,

                                       2



mergers and transfers of all or substantially all of the Company's assets and
transactions with Affiliates. In addition, the Indenture limits the ability of
the Company and its Restricted Subsidiaries to restrict distributions and
dividends from Restricted Subsidiaries.

                  5.       Optional Redemption

On and after the Issue Date, the Company may redeem the Securities in whole at
any time or in part from time to time at the following redemption prices
expressed in percentages of Accreted Value as of the redemption date, plus
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the related interest payment date), if redeemed during the 12-month period
beginning on or after September 15 of the years set forth below:



      Period                                                 Redemption Price
      ------                                                 ----------------
                                                          
2003.......................................................      106.5000%
2004.......................................................      104.3333%
2005.......................................................      102.1667%
2006 and thereafter........................................      100.0000%


At any time on or prior to September 15, 2006, the Securities may also be
redeemed as a whole at the option of the Company upon the occurrence of a Change
of Control, upon not less than 30 nor more than 60 days' prior notice (but in no
event more than 180 days after the occurrence of such Change of Control) mailed
by first-class mail to each Holder's registered address, at a redemption price
equal to 100% of the Accreted Value thereof plus the Applicable Premium as of
the Redemption Date plus accrued and unpaid interest, if any, to the Redemption
Date.

                  6.       Notice of Redemption

Notice of redemption will be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder of Securities to be redeemed at his
registered address. Securities in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000. If money sufficient to
pay the redemption price of all Securities (or portions thereof) to be redeemed
on the redemption date is deposited with the Paying Agent on or before the
redemption date and certain other conditions are satisfied, on and after such
date accretion ceases on such Securities (or such portions thereof) called for
redemption.

                  7.       Put Provisions

Upon a Change of Control, any Holder of Securities will have the right, subject
to certain conditions specified in the Indenture, to cause the Company to
repurchase all or any part of the Securities of such Holder at a purchase price
in cash equal to 101% of the Accreted Value of the Securities to be repurchased
plus accrued and unpaid interest, if any, to the date of repurchase as provided
in, and subject to the terms of, the Indenture.

                  8.       Subordination

The Securities are subordinated to Senior Indebtedness, as defined in the
Indenture. To the extent provided in the Indenture, Senior Indebtedness must be
paid before the Securities may be paid. The Company agrees, and each
Securityholder by accepting a Security agrees, to the subordination provisions
contained in the Indenture and authorizes the Trustee to give effect to such
provisions and appoints the Trustee as attorney-in-fact for such purpose.

                  9.       Denominations; Transfer; Exchange

The Securities are in registered form without coupons in denominations of $1,000
and whole multiples of $1,000. A Holder may transfer or exchange Securities in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Securities selected for redemption
(except, in the case of a Security to be redeemed in part, the portion of the

                                       3



Security not to be redeemed) or any Securities for a period of 15 days before a
selection of Securities to be redeemed or 15 days before an interest payment
date.

                  10.      Persons Deemed Owners

The registered Holder of this Security may be treated as the owner of it for all
purposes, subject to provisions for record dates with respect to payment of
interest.

                  11.      Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request unless an abandoned property law designates another Person.
After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.

                  12.      Discharge and Defeasance

Subject to certain conditions, the Company at any time may terminate some or all
of its obligations under the Securities and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment
of principal of and interest on the Securities to redemption or maturity, as the
case may be.

                  13.      Amendment, Waiver

Subject to certain exceptions set forth in the Indenture, (i) the Indenture or
the Securities may be amended with the consent of the Holders of at least a
majority in principal amount outstanding of the Securities and (ii) any default
or noncompliance with any provision may be waived with the consent of the
Holders of a majority in principal amount outstanding of the Securities. Subject
to certain exceptions set forth in the Indenture, without the consent of any
Securityholder, the Company and the Trustee may amend the Indenture or the
Securities to cure any ambiguity, omission, defect or inconsistency, or to
comply with Article 5 of the Indenture, or to provide for uncertificated
Securities in addition to or in place of certificated Securities, or to add
Guarantees with respect to the Securities, or to secure the Securities, or to
add additional covenants or surrender rights and powers conferred on the
Company, or to provide that any Indebtedness that becomes or will become an
obligation of the Successor Company pursuant to Article 5 (and that is not a
Subordinated Obligation) is Senior Subordinated Indebtedness for the purposes of
the Indenture, or to comply with any request of the SEC in connection with
qualifying the Indenture under the TIA, or to make any other change that does
not adversely affect the rights of any Securityholder.

                  14.      Defaults and Remedies

Under the Indenture, Events of Default include (i) a default in any payment of
interest on any Security when due, continued for 30 days, (ii) a default in the
payment of principal of any Security when due at its Stated Maturity, upon
optional redemption, upon required repurchase, upon declaration or otherwise,
whether or not such payment is prohibited by Article 10 of the Indenture, (iii)
the failure by the Company to comply with its obligations under Section 5.1 of
the Indenture, (iv) the failure by the Company to comply for 30 days after
notice with certain of its obligations under Article 4 of the Indenture (in each
case, other than a failure to purchase Securities), (v) the failure by the
Company to comply for 60 days after notice with its other agreements contained
in the Securities or the Indenture, (vi) the failure by the Company or any
Significant Subsidiary to pay any Indebtedness within any applicable grace
period after final maturity or the acceleration of any such Indebtedness by the
holders thereof because of a default if the total amount of such Indebtedness
unpaid or accelerated exceeds $5.0 million or its foreign currency equivalent
(the "cross acceleration provision"), (vii) certain events of bankruptcy,
insolvency or reorganization of the Company or a Significant Subsidiary (the
"bankruptcy provisions") or (viii) the rendering of any judgment or decree for
the payment of money in an amount (net of any insurance or indemnity payments
actually received in respect thereof prior to or within 90 days from the entry
thereof, or to be received in respect thereof in the event any appeal thereof
shall be unsuccessful) in excess of $5.0 million or its foreign currency
equivalent against the Company or a Significant Subsidiary that is not
discharged, or bonded or insured by a third Person, if (A) an enforcement
proceeding thereon is commenced or (B) such judgment or decree remains

                                       4



outstanding for a period of 90 days following such judgment or decree and is not
discharged, waived or stayed (the "judgment default provision"). If an Event of
Default (other than a Default relating to certain events of bankruptcy,
insolvency or reorganization of the Company) occurs and is continuing, the
Trustee or the Holders of at least a majority in principal amount of the
outstanding Securities may declare the principal of and accrued but unpaid
interest on all the Securities to be due and payable immediately. Certain events
of bankruptcy, insolvency, or reorganization are Events of Default which will
result in the Securities being due and payable immediately upon the occurrence
of such Events of Default.

Securityholders may not enforce the Indenture or the Securities except as
provided in the Indenture. The Trustee may refuse to enforce the Indenture or
the Securities unless it receives reasonable indemnity or security. Subject to
certain limitations, Holders of a majority in principal amount of the
outstanding Securities may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Securityholders notice of any continuing
Default (except a Default in payment of principal or interest) if and so long as
a committee of its Trust Officers in good faith determines that withholding
notice is in the interest of the Holders.

                  15.      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 Securities and may otherwise deal with and collect obligations owed
to it by the Company or its Affiliates and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee.

                  16.      No Recourse Against Others

A director, officer, employee or stockholder, as such, of the Company shall not
have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.

                  17.      Authentication

This Security 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 Security.

                  18.      Intercreditor Agreement.

Each Securityholder, by its acceptance of its Security, agrees to be bound by
the terms of the Intercreditor Agreement and all such replacement Intercreditor
Agreements and each of the Securityholders hereby authorized the Trustee and the
Collateral Agent to bind the Securityholders to the extent provided in the
Intercreditor Agreement.

                  19.      Security

The Company's obligations under the Securities are secured by liens on the
Pledged Capital Stock pursuant to the terms of the Pledge Agreement. The actions
of the Trustee and the Securityholders secured by such liens and the application
of proceeds from the enforcement of any remedies with respect to such Pledged
Capital Stock are limited pursuant to the terms of the Pledge Agreement.

                  20.      Abbreviations

Customary abbreviations may be used in the name of a Securityholder 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).

                                       5



                  21.      CUSIP Numbers

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

THE COMPANY WILL FURNISH TO ANY SECURITYHOLDER UPON WRITTEN REQUEST AND WITHOUT
CHARGE TO THE SECURITYHOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF
THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:

                         TELEX COMMUNICATIONS INTERMEDIATE HOLDINGS, LLC
                         00000 XXXXXXXX XXXXXX XXXXX
                         XXXXXXXXXX, XXXXXXXXX 00000
                         ATTENTION:  CHIEF FINANCIAL OFFICER  (000) 000-0000

                                       6



                                 ASSIGNMENT FORM

         To assign this Security, fill in the form below:

         I or we assign and transfer this Security to

         (Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)

         and irrevocably appoint _____________________________ agent to transfer
this Security on the books of the Company. The agent may substitute another to
act for him.

         _______________________________________________________________________

         Date:____________________  Your Signature:_____________________________

         Signature Guarantee:___________________________________________________
                                      (Signature must be guaranteed by a
                                participant in a recognized signature
                                   guarantee medallion program)

         _______________________________________________________________________
          Sign exactly as your name appears on the other side of this Security.

                                       7



                  CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR
                 REGISTRATION OF TRANSFER RESTRICTED SECURITIES

         This certificate relates to $____________ principal amount of
Securities held in (check applicable space) _______ book-entry or _______
definitive form by the undersigned.

         The undersigned (check one box below):

|_|      has requested the Trustee by written order to deliver in exchange for
         its beneficial interest in the Global Security held by the Depository a
         Security or Securities in definitive, registered form of authorized
         denominations and an aggregate principal amount equal to its beneficial
         interest in such Global Security (or the portion thereof indicated
         above);

|_|      has requested the Trustee by written order to exchange or register the
         transfer of a Security or Securities.

         In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:

         CHECK ONE BOX BELOW:

(1)      |_| acquired for the undersigned's own account, without transfer (in
             satisfaction of Section 2.06(a)(ii)(A) or Section 2.06(d)(i)(A) of
             the Indenture); or

(2)      |_| transferred to the Company; or

(3)      |_| transferred pursuant to and in compliance with Regulation S under
             the Securities Act of 1933, as amended; or

(4)      |_| transferred to an institutional "accredited investor" (as Defined
             in Rules 501(a)(1), (2), (3) or (7) under the Securities Act of
             1933, as amended), that has furnished to the Trustee a signed
             letter containing certain representations and agreements (the form
             of which letter appears as Exhibit C to the Indenture; or

(5)      |_| transferred pursuant to another available exemption from the
             registration requirements of the Securities Act of 1933, as
             amended.

         Unless one of the boxes is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered holder thereof; provided, however, that if box (3),
(4) or (5) is checked, the Trustee or the Company may require, prior to
registering any such transfer of the Securities, in their sole discretion, such
legal opinions, certifications and other information as the Trustee or Company
has reasonably requested to confirm that such transfer is being made pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended, such as the exemption
provided by Rule 144 under such Act.

                                              __________________________________
                                              Signature

Signature Guarantee:

________________________________              _______________________________
                                              Signature

(Signature must be guaranteed by a participant in a
signature guarantee medallion program)

                                       8



                       OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company pursuant to
Section 4.6 or 4.8 of the Indenture, check the box:

|_|

If you want to elect to have only part of this Security purchased by the Company
pursuant to Section 4.6 or 4.8 of the Indenture, state the amount:
$____________________

Date:_______  Your Signature:_______________________
                                 (Sign exactly as your name appears on the other
                                 side of the Security)

Signature Guarantee: ______________________________________________________
(Signature must be guaranteed by a participant in a recognized signature
guarantee medallion program)

                                       9