Common use of Signature Guarantee Clause in Contracts

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE SECURITY OR PRIVATE EXCHANGE NOTE] */**/ No.- $- SECURITY]*/**/ No. $ ------------- --------- CUSIP No. - --------- ISIN No. - 9 1/2--------- 10% Senior Subordinated Notes Due 2013 MERISANT COMPANY2011 UNITED SURGICAL PARTNERS HOLDINGS, INC., a Delaware corporation, promises to pay to -__________, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed ________ Dollars on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July December 15, 20132011. Interest Payment Dates: January June 15 and July December 15, commencing January June 15, 20042001. Record Dates: January June 1 and July December 1. Additional provisions of this Note Security are set forth on the other side of this NoteSecurity. Dated: -__________, 20- MERISANT COMPANY 20___ UNITED SURGICAL PARTNERS HOLDINGS, INC. By: ------------------------------- ------------------------------------ Name: ----------------------------- ---------------------------------- Title: ---------------------------- --------------------------------- By: ------------------------------- ------------------------------------ Name: ----------------------------- ---------------------------------- Title: ---------------------------- --------------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes Securities referred to in the Indenture. By: ---------------------------------- ----------------------------- Authorized Signatory ---------- */If the Note Security is to be issued in global form add the Global Notes Securities Legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and the attachment from such EXHIBIT Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL NOTES SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTESECURITY". **/If the Note Security is a Private Exchange Note Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend Restricted Securities Legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and replace the Assignment Form included in this EXHIBIT 2 Exhibit A with the Assignment Form included in such EXHIBIT Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE SECURITY OR PRIVATE EXCHANGE NOTESECURITY] 9 1/210% Senior Subordinated Notes Note Due 20132011

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements If you want to have only part of the RegistrarSecurity purchased by the Company pursuant to Section 4.09 or Section 4.14 of the Indenture, state the amount you elect to have purchased: OPTION OF HOLDER TO ELECT PURCHASE $_________________ If you want to elect to have all or any part of this Security purchased by the Company pursuant to Section 4.09 or Section 4.14 of the ------------ ------------ Indenture, check the appropriate box: Your Signature: ____________________________________ (Sign exactly as your name appears on the face of this Security) ___________________________ Signature Guaranteed EXHIBIT B --------- FORM OF LEGEND FOR GLOBAL SECURITIES Any Global Security authenticated and delivered hereunder shall bear a legend (which requirements include membership or participation would be in addition to any other legends required in the Security Transfer Agent Medallion Program case of a Restricted Security) in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY 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) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("STAMPDTC") or such other "signature guarantee program" as may be determined by the Registrar in addition toTO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, or in substitution forEXCHANGE, STAMPOR PAYMENT, all in accordance with the Securities Exchange Act of 1934AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRE SENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), as amendedANY 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. EXHIBIT 2 C --------- Form of Certificate To Be Delivered in Connection with Transfers to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2Non-QIB Accredited Investors ----------------------------------------- ___________, ____ Re: Samsonite Corporation (the "Company") 10 3/4% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, due 2008 (the principal sum "Notes") ---------------------- Dear Sirs: In connection with our proposed purchase of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum $_______ aggregate principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture)Notes, on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013we confirm that:

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures 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 Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in addition toanother Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in substitution forthis Global Note, STAMPhave been made: Principal Amount Amount of decrease in Amount of increase in at maturity of Principal Amount Principal Amount this Global Note Signature of authorized at maturity of at maturity of following such officer of Trustee or Date of Exchange this Global Note this Global Note decrease (for increase) Note Custodian ------------------------ ------------------------- ------------------------- -------------------------- ------------------------ * This schedule should be included only if the Note is issued in global form. ▇▇▇▇▇▇▇ ▇-▇ [Face of Regulation S Temporary Global Note] -------------------------------------------------------------------------------- "FOR PURPOSES OF SECTIONS 1272, all in accordance with the Securities Exchange Act of 19341273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, as amended. EXHIBIT 2 to APPENDIX A AS AMENDED, THIS SECURITY IS BEING OFFERED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY, THE ISSUE PRICE ALLOCATED TO THE NOTE IS $506.75, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $493.25, THE ISSUE DATE IS MAY 17, 2001 AND THE YIELD TO MATURITY IS 16% PER ANNUM." CUSIP/CINS __________ 16% [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTESeries A] */**/ No.- $- CUSIP [Series B] Senior Discount Notes due 2009 No. - ISIN No___ $__________ NEXSTAR FINANCE HOLDINGS, L.L.C. NEXSTAR FINANCE HOLDINGS, INC. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYpromise, a Delaware corporationjointly and severally, promises to pay to -, ______________________________________ or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed ___________________________________________________________ Dollars on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July May 15, 20132009. Interest Payment Dates: January May 15 and July November 15, commencing January November 15, 2004. 2005 Record Dates: January May 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. November 1 Dated: -_______________, 20- MERISANT COMPANY ____ Nexstar Finance Holdings, L.L.C. Nexstar Finance Holdings, Inc. By: ------------------------------- ________________________ Name: ----------------------------- Title: ---------------------------- By: ------------------------------- ________________________ Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013:

Signature Guarantee. (Date: ---------------------- --------------------------- Signature must be guaranteedguaranteed Signature of Signature by a participant in a Guarantee recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION / / CHANGE OF CONTROL / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 PRINCIPAL AMOUNT OR AN INTEGRAL MULTIPLE THEREOF): $ 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 GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of the Registrar, which requirements include membership this Global Security is $[ ]. The following increases or participation decreases in the this Global 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. have been made: EXHIBIT 2 to APPENDIX A B-2 [FORM OF FACE OF EXCHANGE NOTE - NON-CONSENTING SECURITY] [GLOBAL SECURITIES LEGEND] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR PRIVATE ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE NOTE] */**/ No.- OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS INSTRUMENT IS CONSIDERED TO BE ISSUED WITH ORIGINAL ISSUE DISCOUNT. FOR INFORMATION CONCERNING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THIS INSTRUMENT, CONTACT ▇▇▇ ▇▇▇▇▇▇▇▇, SENIOR VICE-PRESIDENT FINANCE OF THE ISSUER AT ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, TEL: (▇▇▇) ▇▇▇-▇▇▇▇. No. $- __________ 11 1/8% Senior Secured Discount Note due 2009 CUSIP No. - __________ ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY__________ PLIANT CORPORATION, a Delaware Utah corporation, promises to pay to -Cede & Co., or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed at maturity [listed on the Schedule of Increases or Decreases in Global Note Security attached hereto hereto](9) [of $______] (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), 10) on July June 15, 20132009. Interest Payment Dates: January June 15 and July December 15, commencing January 15, 2004. Record Dates: January June 1 and July December 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note (9) Insert if Security is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013form.

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1 The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Amount of decrease Amount of increase Principal amount of Signature of in principal in principal this Global Note authorized officer amount of this amount of this following such of Trustee or Date of Exchange Global Note Global Note decrease (or increase) Note Custodian ---------------------- -------------------- -------------------- ---------------------- ------------------ EXHIBIT 2 to APPENDIX A [B FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTETRANSFER CERTIFICATE Boston Properties Limited Partnership ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention:[______________] */**/ No.- $- CUSIP The Bank of New York ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-21W New York, New York 10286 Attention:[______________] Re: 6.25% SENIOR NOTES DUE 2013 Reference is hereby made to Supplemental Indenture No. - ISIN No1, dated as of December 13, 2002 (the "Supplemental Indenture"), between Boston Properties Limited Partnership (the "Company") and The Bank of New York, as trustee. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYCapitalized terms used but not defined herein shall have the meanings given to them in the Supplemental Indenture. _______________, a Delaware corporation(the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, promises to pay to -, or registered assigns, in the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to $ in such Note[s] or interests (the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture"Transfer"), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on to (the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]"Transferee"), as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX further specified in Annex A the Notes referred to in the Indenturehereto. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 In connection with the Assignment Form included in such EXHIBIT 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CHECK ALL THAT APPLY]

Signature Guarantee. (Date: ------------------------- ----------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A program reasonably acceptable to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION Trustee [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the NOTE The initial principal amount of this Global Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included $[ ]. The following increases or decreases in this EXHIBIT 2 with the Assignment Form included Global Note have been made: Amount of Amount of Principal Signature of decrease increase amount of this authorized Date of in Principal in Principal Global Note signatory of Exchange Amount Amount following Trustee or of this of this such EXHIBIT 1. [FORM decrease Securities Global Global or increase Custodian Note Note -------- ------------ ------------- -------------- ------------------ OPTION OF REVERSE HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ ----------------- DATE: YOUR SIGNATURE: ------------------------ ------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF EXCHANGE NOTE THIS NOTE) SIGNATURE GUARANTEE: --------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR PRIVATE EXCHANGE NOTE] OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT C Form of Transferee Letter of Representation INTELSAT (BERMUDA), LTD. c/o Wells Fargo Bank, National Association 213 Court Street, Suite 703 Middletown, CT 06457 Ladies and Gentl▇▇▇▇: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇o request a transfer of $_______________ principal amount of the 9 1/21/4% Senior Subordinated Notes Due 2013due 2016 (the "NOTES") of INTELSAT (BERMUDA), LTD. (the "ISSUER"). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name:________________________ Address:_____________________ Taxpayer ID Number:__________ The undersigned represents and warrants to you that:

Signature Guarantee. 126 TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: -------------------------- ------------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in executive officer]* -------- * These paragraphs should be included only if the Security is a Transfer Agent Medallion Program Restricted Security. SCHEDULE OF EXCHANGES OF SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE ("STAMP"OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) or such other "signature guarantee program" as may CUSTODIAN ------------------- ------------------ ------------------ ------------------- --------------------- -------- * This Schedule should be determined by included only if the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedSecurity is a Global Security. EXHIBIT 2 to APPENDIX A [E FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYSUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of ____________ between ____________________, a __________ corporation (the "New Guarantor"), a subsidiary of R&B Falcon Corporation, a Delaware corporationcorporation (the "Company"), promises to pay to -and [____________________], or registered assigns, as trustee under the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture indenture referred to below (the "Trustee"). Capitalized terms used herein and then outstanding pursuant not defined herein shall have the meaning ascribed to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013Indenture (as defined below).

Signature Guarantee. (Date: --------------------------- ------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The initial principal amount of the Registrar, which requirements include membership this Global Note is $[ ]. The following increases or participation decreases in the Security Transfer Agent Medallion Program ("STAMP") this Global Note have been made: Amount of Signature of Amount of increase in Principal amount authorized decrease in Principal of this Global signatory of Principal Amount of Note following Trustee or Date of Amount of this this Global such other "signature guarantee program" as may be determined by the Registrar in addition to, decrease or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934Global Note Note increase Custodian ---------- -------------- ----------- ---------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS 2016 NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, as amended. CHECK THE BOX: ASSET SALE / / CHANGE OF CONTROL / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS 2016 NOTE PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $----------------- DATE: YOUR SIGNATURE: -------------------------- --------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS 2016 NOTE) SIGNATURE GUARANTEE: ---------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT 2 to APPENDIX A D [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE FLOATING RATE NOTE] */**/ No.- [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. Each Definitive Floating Rate Note shall bear the following additional legend: IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. [FORM OF EXCHANGE FLOATING RATE NOTE] No. $- __________ Floating Rate Senior Note due 2013 CUSIP No. - 45820E AR 3 ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYUS45820EAR36 INTELSAT (BERMUDA), LTD., a Delaware corporationcompany incorporated under the laws of Bermuda, promises to pay to -[ ], or registered assigns, the principal sum [of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed Dollars] [listed on the Schedule of Increases or Decreases in Global Floating Rate Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), hereto] on July June 15, 2013. Interest Payment Dates: January June 15 and July December 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013.

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------------------- --------------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in executive officer* -------- * These paragraphs should be included only if the Security is a Transfer Agent Medallion Program Restricted Security. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE ("STAMP"OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) or such other "signature guarantee program" as may CUSTODIAN ------------------- ------------------ ------------------ --------- --------- -------- * This Schedule should be determined by included only if the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedSecurity is a Global Security. EXHIBIT 2 to APPENDIX A ▇▇▇▇▇▇▇ ▇ [FORM OF FACE OF EXCHANGE 7-YEAR SECURITY] R&B FALCON CORPORATION 6 3/4% SERIES [A/B] SENIOR NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- DUE 2005 CUSIP 74912E AB 7 No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY___ $___________ R&B Falcon Corporation, a Delaware corporationcorporation (the "Company"), for value received promises to pay to -, ___________________________ or registered assigns, the principal sum of - DOLLARS$_________ Dollars on April 15, 2005 [or such greater or lesser amount as may from time to time be endorsed is indicated on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount Exchanges of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth Securities on the other side of this Note. DatedSecurity.*] Interest Payment Dates: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A April 15 and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013October 15

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------------------------- -------------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in executive officer*** ---------- *** These paragraphs should be included only if the Security is a Transfer Agent Medallion Program Restricted Security. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ SECURITIES*** The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF GLOBAL SECURITY AUTHORIZED DECREASE IN INCREASE IN FOLLOWING SUCH OFFICER, TRUSTEE OR DATE OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT DECREASE (OR SECURITIES TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) CUSTODIAN ----------------- ------------------ ------------------ ------------------ ------------------- ---------- *** This Schedule should be included only if the Security is a Global Security. EXHIBIT B [FACE OF 30-YEAR SECURITY] [GLOBAL SECURITIES LEGEND] [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. THE DEPOSITARY TRUST COMPANY SHALL ACT AS THE DEPOSITARY UNTIL A SUCCESSOR SHALL BE APPOINTED BY THE COMPANY AND THE REGISTRAR. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATE▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15▇▇ THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, 2013EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. Interest Payment Dates: January 15 and July 15OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), commencing January 15ANY TRANSFER, 2004PLEDGE 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.]* [TRANSFER RESTRICTED SECURITIES LEGEND] [THE SECURITY EVIDENCED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT OF 1933"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -BY ACQUISITION HEREOF, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013THE HOLDER:

Signature Guarantee. (Signature must be guaranteedSignature(s) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrarinstitution (banks, which requirements include stock brokers, savings and loan associations and credit unions with membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "an approved signature guarantee medallion program" as may ) pursuant to Securities and Exchange Commission Rule 17 Ad-15. A1-11 SCHEDULE OF EXCHANGES FOR CERTIFICATED NOTES/2/ The following exchanges of a part of this Global Note for Certificated Notes have been made: Principal Amount of this Signature of Amount of decrease in Amount of increase in Global Note following authorized officer of Principal Amount of Principal Amount of such decrease (or Trustee or Note Date of Exchange this Global Note this Global Note increase) Custodian -------------------------------------------------------------------------------------------------------------------------------- ----------------- 2. To be determined by included only if the Registrar Note is issued in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act global form. Exhibit A-2 (Face of 1934, as amended. EXHIBIT 2 to APPENDIX Regulation S Temporary Global Security) 9-7/8% Series A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP Senior Notes due 2007 No. - ISIN No$__________ IMPERIAL CREDIT INDUSTRIES, INC. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, _______________________________________ or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed ___________________ Dollars on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July January 15, 20132007. Interest Payment Dates: January 15 and July 15, commencing January July 15, 2004. 1997 Record Dates: January 1 and July 11 (whether or not a Business Day) IMPERIAL CREDIT INDUSTRIES, INC. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- ---------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- ---------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S TRUSTEE CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this Dated: _________________ This is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. within-mentioned Indenture CHEMICAL TRUST COMPANY OF CALIFORNIA, as Trustee By: ---------------------------------- ___________________________________ (Authorized Signatory ---------- */If Signature) A2-1 (Back of Security) 9-7/8% Series A Senior Notes due 2007 Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note may not be transferred except as a whole by the Note Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as may be issued in global form add requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the Global Notes Legend from EXHIBIT 1 to APPENDIX registered owner hereof, Cede & Co., has an interest herein. THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A and the attachment from such EXHIBIT 1 captioned TRANSACTION EXEMPT FROM REGISTRATION UNDER ▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) TO BE ATTACHED A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO GLOBAL NOTES - SCHEDULE A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF INCREASES RULE 904 UNDER THE SECURITIES ACT OR DECREASES (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE. THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST THEREON. Subject to the provisions hereof, Imperial Credit Industries, Inc., a California corporation (the "Company"), promises to pay to ______ the principal sum of ______________ UNITED STATES DOLLARS (U.S. $_________) on January 15, 2007, and to pay interest on the principal amount of this Note at the rate of 9-7/8% per annum. **/If Interest on the Note Notes will be payable semi-annually in arrears on January 15 and July 15, commencing on July 15, 1997, or if any such day is not a Private Exchange Note issued in Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest will be computed on the basis of a Private Exchange 360-day year of twelve 30-day months. Interest on the Notes will accrue from the most recent date to an Initial Purchaser holding an unsold portion which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from the date of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in original issuance of this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013Note.

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ______________________________ ___________________________________ NOTICE: To be executed by an executive officer CONVERSION NOTICE To convert this Security into Common Stock of the Company, check the box: [ ] To convert only part of this Security, state the principal amount to be converted (must be guaranteedin multiples of $1,000): $_______________________________________________________________________________ If you want the stock certificate made out in another person's name, fill in the form below: ________________________________________________________________________________ (Insert other person's soc. sec. or tax I.D. no.) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type other person's name, address and zip code) _______________________________________________________ Date:____________________ Signature(s):______________________ _________________________________ (Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY.) Signature(s) guaranteed by:_____________________________________________________ (Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, a Delaware corporation, promises to pay to -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 registered assignsin substitution for, STAMP, all in accordance with the principal sum Securities Exchange Act of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]1934, as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013amended.)

Signature Guarantee. (Date: ------------------------------- ---------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible Signature of Signature Guarantee a participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 (ASSET SALE) OR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 (ASSET SALE) OR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $_______________________________ DATE: YOUR SIGNATURE: ----------------------------- ------------------------ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE) SIGNATURE GUARANTEE: ------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT C Form of Transferee Letter of Representation Spheris Inc. c/o The Bank of New York 101 Barclay Street, Fl. 21W New York, New Yor▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇l▇▇▇▇: ▇▇▇▇ certif▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇quest a transfer of $[ ] principal amount 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/211% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assignsdue 2012 (the "Notes") of SPHERIS INC. (the "Company"). Upon transfer, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time Notes would be endorsed on registered in the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 name of the Indenture), on July 15, 2013. Interest Payment Datesnew beneficial owner as follows: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title_______________________________ Address: ---------------------------- By____________________________ Taxpayer ID Number: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 _________________ The undersigned represents and warrants to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013you that:

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures 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 Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF TEMPORARY REGULATION S GLOBAL NOTE The following exchanges of a part of this Temporary Regulation S Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Temporary Regulation S Global Note, have been made: Principal Amount [at maturity] of Amount of decrease Amount of increase in this Global Note Signature of in Principal Amount Principal Amount following such authorized officer [at maturity] of [at maturity] of decrease of Trustee or Note Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ---------------- ---------------- ------------- --------- A2-10 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Plastipak Holdings, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇ Fargo Bank Minnesota, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Re: 10.75% Senior Notes due 2011 Reference is hereby made to the Indenture, dated as of August 20, 2001 (the "STAMPIndenture"), between Plastipak Holdings, Inc., as issuer (the "Company"), Plastipak Packaging, Inc., a Michigan Corporation, Whiteline Express, Ltd., a Michigan corporation, Clean Tech, Inc., a Michigan corporation, ▇▇▇▇ Realty, LLC, a Michigan limited liability company (each a "Guarantor" and together the "Guarantors") or such other "signature guarantee program" as may be determined by the Registrar in addition toand ▇▇▇▇▇ Fargo Bank Minnesota, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934National Association, as amendedtrustee. EXHIBIT 2 Capitalized terms used but not defined herein shall have the meanings given to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If ___________________, (the Note is "Transferor") owns and proposes to be issued transfer the Note[s] or interest in global form add such Note[s] specified in Annex A hereto, in the Global Notes Legend from EXHIBIT 1 principal amount of $___________ in such Note[s] or interests (the "Transfer"), to APPENDIX ___________________________ (the "Transferee"), as further specified in Annex A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"hereto. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 In connection with the Assignment Form included in such EXHIBIT 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CHECK ALL THAT APPLY]

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures 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 Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined guarantor acceptable to the Trustee). If you want to elect to have this Note purchased by the Registrar in addition toIssuers pursuant to Sections 3.09 or 4.34 of the Indenture, check the appropriate box below: [ ] Section 3.09 [ ] Section 4.34 If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 3.09 or in substitution forSection 4.34 of the Indenture, STAMP, all in accordance with state the Securities Exchange Act of 1934, amount you elect to have purchased: Date: _____________________ (Sign exactly as amended. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed your name appears on the Schedule face of Increases this Note) * Participant in a recognized Signature Guarantee Medallion Program (or Decreases in Global Note attached hereto (but in no event may such amount exceed other signature guarantor acceptable to the maximum Trustee). The initial outstanding principal amount of Notes authenticated this Global Note is $__________. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: __________________ * This schedule should be included only if the Note is issued in global form. [Insert the Global Note Legend, if applicable pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] [THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS SECURITY WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), on July 15AND THIS LEGEND IS REQUIRED BY SECTION 1275(c) OF THE CODE. HOLDERS MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ANY OID, 2013. Interest Payment DatesTHE ISSUE PRICE, THE CLOSING DATE AND THE YIELD TO MATURITY RELATING TO THE SECURITY BY CONTACTING THE ISSUERS AT: January 15 and July 15[________________].] [OTHER THAN WITH RESPECT TO ONE OR MORE PURCHASERS ON THE CLOSING DATE WHICH HAVE MADE CERTAIN REPRESENTATIONS SATISFACTORY TO THE ISSUERS, commencing January 15BY ITS ACQUISITION OR ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, 2004. Record DatesTHE HOLDER WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND AGREED THAT EITHER: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "(A) IT IS NOT AND IS NOT DEEMED TO BE ATTACHED (I) AN EMPLOYEE BENEFIT PLAN SUBJECT TO GLOBAL NOTES - SCHEDULE TITLE I OF INCREASES THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA“), (II) A PLAN, ACCOUNT OR DECREASES ARRANGEMENT DESCRIBED IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotmentSECTION 4975(E)(1) OF THE U.S. INTERNAL REVENUE CODE OF 1986, add the restricted securities legend from EXHIBIT 1 to APPENDIX AS AMENDED (THE “CODE“), (III) AN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN, PLAN, ACCOUNT OR ARRANGEMENT (EACH OF THE FOREGOING, A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM “BENEFIT PLAN INVESTOR“), OR (IV) A PLAN, ACCOUNT OR ARRANGEMENT (SUCH AS A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN) THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER U.S. LAWS OR REGULATIONS THAT ARE SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF REVERSE SIDE ERISA OR THE PROHIBITED TRANSACTION RULES OF EXCHANGE SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAWS“); OR (B) THE ACQUISITION AND HOLDING OF THIS NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013ANY INTEREST HEREIN BY THE HOLDER DO NOT AND WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAWS.]

Signature Guarantee. (Signature must be guaranteed) Signatures 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. SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Principal Amount Amount of Amount of of this Global decrease in increase Note Signature of Principal Amount in Principal following such authorized officer of this Global Amount of this decrease (or of Trustee or Note Date of Exchange Note Global Note increase) Custodian ---------------- ---------------- -------------- ---------------- ------------------ EXHIBIT 2 to APPENDIX A [B FORM OF FACE CERTIFICATE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2TRANSFER Cott Beverages Inc. 5405 Cypress Center Drive Suite 100 Tampa, Florida 33607 HSBC Bank ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇ices ▇▇: ▇% Senior Subordinated Notes Due 2013 MERISANT COMPANY▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ due 2011 Reference is hereby made to the Indenture, a Delaware corporationdated as of December 21, promises to pay to -2001 (the "Indenture"), or registered assignsamong Cott Beverages Inc. (the "Issuer"), the principal sum of - DOLLARSGuarantors, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]HSBC Bank USA, as Trustee, certifies that this is one of EXHIBIT 2 trustee. Capitalized terms used but not defined herein shall have the meanings given to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If __________________ (the Note is "Transferor") owns and proposes to be issued transfer the Note[s] or interest in global form add such Note[s] specified in Annex A hereto, in the Global Notes Legend from EXHIBIT 1 principal amount of $____ in such Note[s] or interests (the "Transfer"), to APPENDIX ______ (the "Transferee"), as further specified in Annex A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"hereto. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 In connection with the Assignment Form included in such EXHIBIT 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CHECK ALL THAT APPLY]

Signature Guarantee. (Signature NOTICE: The signature on the conversion notice, the option to elect payment upon a Change of Control or the assignment must be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting correspond with the requirements name as written upon the face of the RegistrarNote in every particular without alteration or enlargement or any change whatever. SCHEDULE A SCHEDULE OF EXCHANGES, which requirements include membership or participation CONVERSIONS, REDEMPTIONS, REPURCHASES, CANCELLATIONS AND TRANSFERS The initial principal amount of this Regulation S Global Note is U.S. $ _____________. The following additions to principal, redemptions, repurchases, exchanges of a part of this Regulation S Global Note for an interest in the Security Transfer Agent Medallion Program ("STAMP") Restricted Global Note, definitive Notes and conversions into Common Stock or cash have been made: ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- Principal Amount Redeemed, Repurchased, Principal Exchanged for Amount Added Interest in on the Date of Exchange of Restricted Remaining Addition to Interest in Global Note Principal Principal, the or Definitive Amount Redemption, Restricted Notes or Outstanding Notation Repurchase, Global Note Converted Following Made by or Exchange or or Definitive into Common such other "signature guarantee program" as may be determined by on behalf of Conversion Note Stock or Cash Transaction the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934Trustee ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- ----------------------------------------------------------------------------- EXHIBIT D - FORM OF TRANSFEREE CERTIFICATE FOR NOTES TO BE ISSUED TO ACCREDITED INVESTORS First Union National Bank, as amended. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2Trustee ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Re: Penn Treaty American Corporation 6-1/4% Senior Convertible Subordinated Notes Due 2013 MERISANT COMPANY2003 (the "Notes") -------------------------------- Reference is hereby made to the Indenture dated as of November 26, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount 1996 (as may supplemented from time to time be endorsed on time, the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below "Indenture") between Penn Treaty American Corporation and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]First Union National Bank, as Trustee, certifies that this is one of EXHIBIT 2 . Capitalized terms used but not defined herein shall have the meanings given to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If The undersigned is delivering this letter in connection with the Note is transfer of Notes to the undersigned, which Notes are to be issued held by the undersigned in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"definitive registered form. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013The undersigned hereby confirms that:

Signature Guarantee. (Participant in a Recognized Signature must be guaranteed) Signatures 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 Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE/1/ The following exchanges of a part of this Regulation S Temporary Global Note for an interest in addition toanother Global Note, or of other Restricted Global Notes for an interest in substitution forthis Regulation S Temporary Global Note, STAMP, all have been made: Amount of Principal Amount decrease in accordance with Amount of increase in of this Signature of Principal Principal Global Note authorized officer Amount of Amount of following such of Trustee or Date of Exchange this Global Note this Global Note decrease (or increase) Custodian ---------------- ---------------- ---------------- --------------------- --------- _________________________ /1/ This should be included only if the Securities Exchange Act of 1934, as amendedNote is issued in global form. A2-11 EXHIBIT 2 to APPENDIX A [B FORM OF FACE CERTIFICATE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTETRANSFER IMPAC Group, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ [Registrar address block] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2Re: 10 1/8% Series __ Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A due 2008 ---------------------------------------------------- Reference is hereby made to the Indenture referred to below and then outstanding pursuant to Section 2.08 Indenture, dated as of March 12, 1998 (the "Indenture"), on July 15between IMPAC Group, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]Inc., as Trusteeissuer (the "Company"), certifies that this is one of EXHIBIT 2 and --------- ------- State Street Bank and Trust Company, as trustee. Capitalized terms used but not defined herein shall have the meanings given to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ______________, (the "Transferor") owns and proposes to transfer the ---------- */If Note[s] or interest in such Note[s] specified in Annex A hereto, in the Note is principal amount of $___________ in such Note[s] or interests (the "Transfer"), -------- to be issued __________ (the "Transferee"), as further specified in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX Annex A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"hereto. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 In ---------- connection with the Assignment Form included in such EXHIBIT 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CHECK ALL THAT APPLY]

Signature Guarantee. (Participant in a recognized Signature must be guaranteed) Signatures 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 Guarantee Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by guarantor acceptable to the Registrar Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for an interest in addition toanother Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in substitution forthis Global Note, STAMP, all have been made: Principal Amount of this Global Note Signature of Amount of decrease Amount of increase in accordance with following such authorized officer in Principal Amount Principal Amount of decrease of Trustee or Date of Exchange of this Global Note this Global Note (or increase) Custodian ---------------- ------------------- ---------------- ------------- --------- * This schedule should be included only if the Securities Exchange Act of 1934, as amendedNote is issued in global form. EXHIBIT 2 to APPENDIX A A2 [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTEFace of Regulation S Temporary Global Note] */**/ No.- $- CUSIP ================================================================================ CUSIP/CINS __________ No. - ISIN No___ $__________ ▇▇▇▇▇▇'▇, INC. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, CEDE & CO. or registered assigns, the principal sum of - DOLLARS___________________________________________________________ Dollars on _______________, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 20132012. Interest Payment Dates: January 15 ____________ and July 15, commencing January 15, 2004. ____________ Record Dates: January 1 ____________ and July 1. Additional provisions of this Note are set forth on the other side of this Note. ____________ Dated: -June 6, 20- MERISANT COMPANY 2002 ▇▇▇▇▇▇'▇, INC. By: ------------------------------- ________________________________ Name: ----------------------------- ▇▇▇▇▇▇ ▇▇▇▇▇ Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this Chief Financial Officer This is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the within-mentioned Indenture. : BNY MIDWEST TRUST COMPANY, as Trustee By: ---------------------------------- ___________________________________________ Authorized Signatory ---------- */If the Note is to be issued in global form add the ================================================================================ A2-1 [Back of Regulation S Temporary Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. Note] 8 7/8% [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTESeries A] 9 1/2% [Series B] Senior Subordinated Notes Due 2013due 2012 THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON. THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ▇▇▇▇▇▇'▇, INC. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE), THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) ("▇▇▇"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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. "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO (A) OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO ▇▇▇▇▇▇'▇, INC., (2) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, EXECUTES AND DELIVERS TO ▇▇▇▇▇▇'▇, INC. AND THE TRUSTEE A LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF COUNSEL, IF ▇▇▇▇▇▇'▇, INC. OR THE TRUSTEE SO REQUESTS, OR (6) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF ▇▇▇▇▇▇'▇, INC. OR THE TRUSTEE SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE." Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must a) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated:__________________ _____________________________________________ NOTICE: To be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrarexecutive officer ▇▇▇▇▇▇▇ ▇-▇ THE NOTE COMPRISING A PART OF THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT WITHIN THE MEANING OF SECTION 1273(A) OF THE INTERNAL REVENUE CODE OF 1986. THIS ISSUE PRICE IS $878.98 FOR EACH $1,000 OF STATED PRINCIPAL AMOUNT. THE ORIGINAL ISSUE DISCOUNT IS $121.02 FOR EACH $1,000 OF STATED PRINCIPAL AMOUNT. THE ISSUE DATE IS AUGUST 13, 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 amended1999. EXHIBIT 2 to APPENDIX A THE YIELD TO MATURITY IS 16.25% COMPOUNDED SEMIANNUALLY. ORIGINAL ISSUE DISCOUNT WILL BE ALLOCATED BASED ON ACCRUAL PERIODS ENDING ON EACH DATE ON WHICH AN INTEREST PAYMENT IS DUE AND THE 360 DAYS PER YEAR CONVENTION. [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTESECURITY] */**/ No.- $- REPUBLIC TECHNOLOGIES INTERNATIONAL, LLC RTI CAPITAL CORP. No. $ CUSIP No. - ISIN No13 3/4% SENIOR SECURED NOTE DUE 2009 REPUBLIC TECHNOLOGIES INTERNATIONAL, LLC and RTI CAPITAL CORP. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises promise to pay to -, Cede & Co. or registered assigns, assigns the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), Dollars on July 15, 20132009. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. 15 of each year and at maturity Record Dates: January 1 and July 11 of each year and 15 days prior to maturity REPUBLIC TECHNOLOGIES INTERNATIONAL, LLC By: ____________________________________ By: ____________________________________ RTI CAPITAL CORP. Additional provisions of this Note are set forth on the other side of this Note. By: ____________________________________ By: ____________________________________ Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this Certificate of Authentication This is one of EXHIBIT 2 to APPENDIX A the 13 3/4% Senior Secured Notes Due 2009 referred to in the within-mentioned Indenture. UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By: ---------------------------------- ____________________________________ Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE (REVERSE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotmentSECURITY) REPUBLIC TECHNOLOGIES INTERNATIONAL, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013LLC RTI CAPITAL CORP.

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT; FOR EACH $1,000 PRINCIPAL AMOUNT OF THIS NOTE, THE ISSUE PRICE IS $-, THE ISSUE DATE IS -, 20- AND THE YIELD TO MATURITY IS 12 1/4% PER ANNUM. No.- $- CUSIP No. - ISIN No. - 9 1/212 1/4% Senior Subordinated Discount Notes Due 2013 MERISANT COMPANY2014 TABLETOP HOLDINGS, INC., a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum stated aggregate principal amount at maturity of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July May 15, 20132014. Interest Payment Dates: January May 15 and July November 15, commencing January May 15, 20042009. Record Dates: January May 1 and July November 1. EXHIBIT 2 to APPENDIX A Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY TABLETOP HOLDINGS, INC. By: ------------------------------- --------------------------- Name: ----------------------------- ------------------------- Title: ---------------------------- ------------------------ By: ------------------------------- --------------------------- Name: ----------------------------- ------------------------- Title: ---------------------------- ------------------------ TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- ----------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend Note legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/212 1/4% Senior Subordinated Discount Notes Due 20132014

Signature Guarantee. (Date: --------------------------------- -------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A program reasonably acceptable to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture)Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, on July 15CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, 2013STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: YOUR SIGNATURE: ---------------------- ------------------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY) SIGNATURE GUARANTEE: ----------------------------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - DOLLAR SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"DOLLAR SECURITY The initial principal amount of this Global Dollar Security is $_______________. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included The following increases or decreases in this EXHIBIT 2 with the Assignment Form included Global Dollar Security have been made: Amount of decrease Amount of increase Principal amount of this in Principal Amount in Principal Amount Global Dollar Security Signature of authorized Date of of this Global of this Global following such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013decrease signatory of Trustee or Exchange Dollar Security Dollar Security or increase Securities Custodian -------- --------------- --------------- ------------------------ --------------------

Signature Guarantee. (Date: ---------------------- ----------------------------- Signature must be guaranteedguaranteed Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee ------------------------------------------------------------ 109 OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.09 OR 4.10 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 4.09 OR 4.10 OF THE INDENTURE, STATE THE AMOUNT: ($1,000 OR AN INTEGRAL MULTIPLE THEREOF) Signatures must be guaranteed by an 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 GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE. EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMPSupplemental Indenture") dated as of , among [GUARANTOR] (the "New Subsidiary Guarantor"), a subsidiary of The LTV Corporation (or such other its successor) (the "signature guarantee program" as may be determined by Company"), the Registrar in addition toCompany, or in substitution foron behalf of itself and the Subsidiary Guarantors (the "Existing Subsidiary Guarantors") under the indenture referred to below, STAMP, all in accordance with the Securities Exchange Act of 1934and U.S. Bank Trust National Association, as amended. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, trustee under the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture indenture referred to below and then outstanding pursuant to Section 2.08 of (the Indenture"Trustee"), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013.

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [SCHEDULE OF EXCHANGES OF GLOBAL SECURITY FOR DEFINITIVE SECURITY/3/ The following exchanges of a part of this Global Security for Definitive Securities have been made: DATE OF EXCHANGE AMOUNT OF DECREASE AMOUNT OF INCREASE PRINCIPAL AMOUNT OF SIGNATURE OF ------------------ IN PRINCIPAL IN PRINCIPAL THIS GLOBAL SECURITY AUTHORIZED AMOUNT AMOUNT OF THIS FOLLOWING SUCH SIGNATORY OF THIS GLOBAL GLOBAL SECURITY DECREASE (OR OF TRUSTEE OR SECURITY ------------------ INCREASE) SECURITIES ------------------ --------------------- CUSTODIAN ------------- ------------------------------------------------------------------------------------------------ --------------- /3/ This should be included only if the Security is issued in global form. ▇▇▇▇▇▇▇ ▇-▇ FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises NOTATION ON SECURITY RELATING TO SUBSIDIARY GUARANTEE Subject to pay to -, or registered assignsthe limitations and provisions set forth in the Indenture, the principal sum of - DOLLARS, or such greater or lesser amount Guarantors (as may from time to time be endorsed on the Schedule of Increases or Decreases defined in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below in the Security upon which this notation is endorsed and then outstanding each hereinafter referred to as a "Guarantor," which term includes any successor or additional Guarantor under the Indenture) have, jointly and severally, unconditionally guaranteed (a) the due and punctual payment of the principal of, premium, if any, and interest on the Securities, and all other amounts payable under the Indenture and the Securities by the Company whether at maturity, acceleration, redemption, repurchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of, premium, if any, and interest on the Securities, to the extent lawful, (c) the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in the Indenture, and (d) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise indicated. The obligations of each Guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to Section 2.08 its contribution obligations under the Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. No stockholder, officer, director or incorporator, as such, past, present or future, of the Guarantors shall have any personal liability under the Guarantee by reason of his or its status as such stockholder, officer, director or incorporator. Any Guarantor may be released from its Guarantee upon the terms and subject to the conditions provided in the Indenture). All terms used in this notation of Guarantee which are defined in the Indenture referred to in this Security upon which this notation of Guarantee is endorsed shall have the meanings assigned to them in such Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Trustee and the Holders and, on July 15in the event of any transfer or assignment of rights by any Holder or the Trustee, 2013the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof and in the Indenture. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions The Guarantee shall not be valid or obligatory for any purpose until the certificate of this Note are set forth authentication on the other side Security upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of this Noteone of its authorized signatories. Dated[NAME OF EACH SUBSIDIARY GUARANTOR] Attest: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- -------------------- -------------------------------- Secretary President TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is the notation of the Guarantee of the 12 1/4% Series [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the A/B] Senior Notes due 2004 referred to in the within-mentioned Indenture. Dated: -------------------- THE BANK OF NEW YORK Trustee By: ---------------------------------- ------------------------------- Authorized Signatory ---------- EXHIBIT B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR TRANSFER OF SERIES [A/B] SENIOR NOTES ______________, 199__ The Bank of New York ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Floor ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Trustee Administration Re: Gothic Energy Corporation % Series [A/B] Senior Notes due 2004 (the "Securities") ----------------------------------------------------------------- Reference is hereby made to the Indenture dated as of September 9, 1997 (the "Indenture") among Gothic Energy Corporation, the Guarantors named therein and The Bank of New York, Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. This certificate relates to $_______________ aggregate principal amount of Securities which are held in* [_] book-entry or [_] definitive form in the name of ______________________________________________ [name of transferor] (the "Transferor"). The Transferor hereby requests that the Securities be transferred to _____________________________________ [insert name of transferee] (the "Transferee"). The Transferor hereby certifies that the Transferor is familiar with the Indenture relating to the above-captioned Securities and further certifies that*/If : [_] such Securities (constituting either a Definitive Security in the Note amount indicated above that is to be issued being exchanged for a beneficial interest in global form add the Global Notes Legend from EXHIBIT 1 Security pursuant to APPENDIX A and Section 2.06(d) of the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If Indenture or a beneficial interest in the Note amount indicated above in the Global Security that is being transferred pursuant to Section 2.06(e) of the Indenture) are being transferred to a Person that the Transferor reasonably believes is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013Qualified --------------- * check applicable box

Signature Guarantee. (Date: --------------------------- ------------------------------------- Signature must be guaranteed) Signatures must be guaranteed by an "eligible a Signature of Signature Guarantee participant in a recognized signature guaranty medallion program or other signature guarantor institution" meeting program reasonably acceptable to the requirements Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: YOUR SIGNATURE: ------------------------ --------------------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS SECURITY) SIGNATURE GUARANTEE: ------------------------------------------------ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE. [TO BE ATTACHED TO GLOBAL DOLLAR SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL DOLLAR SECURITY The initial principal amount of the Registrar, which requirements include membership this Global Dollar Security is $_____________. The following increases or participation decreases in the this Global Dollar Security Transfer Agent Medallion Program ("STAMP") have been made: Amount of decrease Amount of increase Principal amount of this in Principal Amount in Principal Amount Global Dollar Security Signature of authorized Date of of this Global of this Global following such decrease signatory of Trustee or such other "signature guarantee program" as may be determined by the Registrar in addition to, Exchange Dollar Security Dollar Security or in substitution for, STAMP, all in accordance with the increase Securities Exchange Act of 1934, as amended. Custodian -------------------------------------------------------------------------------------------------------------------- EXHIBIT 2 to APPENDIX A D [FORM OF FACE OF EXCHANGE NOTE EURO SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK, LONDON BRANCH, TO THE COMPANY OR PRIVATE ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE NOTE] */**/ No.- $- OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN A NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK, LONDON BRANCH (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK, LONDON BRANCH), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE COMMON DEPOSITORY, TO NOMINEES OF THE COMMON DEPOSITORY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. (Euro)__________ 7 3/4% Senior Note due 2011 CUSIP No. - ______ ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT ______ Common Code___ NALCO COMPANY, a Delaware corporation, promises to pay to -[_______], or registered assigns, the principal sum [of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed _________________ Euros] [listed on the Schedule of Increases or Decreases in Global Note Euro Security attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), hereto](4) on July November 15, 20132011. Interest Payment Dates: January May 15 and July November 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013.

Signature Guarantee. 110 TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ---------------- ---------------------------------------------- NOTICE: To be executed by an executive officer 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) Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the RegistrarEXHIBIT B FACE OF SECURITY UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, which requirements include membership or participation in the Security Transfer Agent Medallion Program A NEW YORK CORPORATION ("STAMPDTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) or such other 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("signature guarantee program" as may be determined by the Registrar in addition toDTC"), or in substitution forTO AN ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, STAMPEXCHANGE OR PAYMENT, all in accordance with the Securities Exchange Act of 1934AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), as amendedANY 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. EXHIBIT 2 to APPENDIX TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A [FORM SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF FACE PORTIONS OF EXCHANGE THIS GLOBAL NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.14 OF THE INDENTURE. B-1 113 No. - ISIN No. - 9 1/2$ 10 1/8% Senior Subordinated Notes Due 2013 MERISANT COMPANY2007, Series D CUSIP No. OXFORD AUTOMOTIVE, INC., a Delaware Michigan corporation, promises to pay to -Cede & Co., or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed [ ] Dollars on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July June 15, 20132007. Interest Payment Dates: January June 15 and July December 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013.

Signature Guarantee. (Participant in a Recognized Signature must be guaranteed) Signatures 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 Guarantee Medallion Program SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or of other Restricted Global Notes for an interest in this Regulation S Temporary Global Note, have been made: Amount of Principal Amount decrease in amount of increase of this Signature of principal in principal global note authorized Date of Amount of Amount of following such officer of Trustee Exchange this Global Note this Global Note decrease ("STAMP"or increase) 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. Custodian -------- ---------------- ------------------ ---------------------- ------------ A2-11 EXHIBIT 2 to APPENDIX A [B FORM OF FACE CERTIFICATE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTETRANSFER Fountain View, Inc. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ [Registrar address block] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2Re: 11 1/4% Series [A] [B] Senior Subordinated Notes Due 2013 MERISANT COMPANYdue 2008 ---------------------------------------------------- Reference is hereby made to the Indenture, a Delaware corporationdated as of April 16, promises to pay to -1998 (the "Indenture"), or registered assignsamong Fountain View, Inc., as issuer (the "Company"), the principal sum --------- ------- guarantors named therein, and State Street Bank and Trust Company of - DOLLARSCalifornia, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]N.A., as Trustee, certifies that this is one of EXHIBIT 2 trustee. Capitalized terms used but not defined herein shall have the meanings given to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ______________, (the "Transferor") owns and proposes to transfer the ---------- */If Note[s] or interest in such Note[s] specified in Annex A hereto, in the Note is principal amount of $___________ in such Note[s] or interests (the "Transfer"), -------- to be issued __________ (the "Transferee"), as further specified in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX Annex A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"hereto. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 In ---------- connection with the Assignment Form included in such EXHIBIT 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures 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. 129 SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL SECURITY The following exchanges of a part of this Regulation S Temporary Global Security for an interest in another Global Security, or of other Restricted Global Securities for an interest in this Regulation S Temporary Global Security, have been made: Principal Amount Amount of Amount of of this Global Signature of decrease increase Security authorized in Principal in Principal following such officer of Date of Amount of this Amount of this decrease Trustee or Exchange Global Security Global Security (or increase) Note Custodian -------- --------------- --------------- ------------- -------------- 130 EXHIBIT 2 to APPENDIX A [B FORM OF FACE CERTIFICATE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $TRANSFER Asia Global Crossing Ltd. 45 R▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, Bermuda Attention: Secretary of the Company United States Trust Company of New York 114 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ - CUSIP No. - ISIN No. - 9 1/2▇5th Floor New York, New York 10036 Attention: Corporate Trust Division Re: [ ]% Senior Subordinated Notes Due 2013 MERISANT COMPANYSecurities due Reference is hereby made to the Indenture, a Delaware corporationdated as of October __, promises to pay to -2000 (the "Indenture"), or registered assignsamong Asia Global Crossing Ltd., as issuer (the "Company"), the principal sum Guarantors and United States Trust Company of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]New York, as Trustee, certifies that this is one of EXHIBIT 2 trustee. Capitalized terms used but not defined herein shall have the meanings given to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If ______________, (the Note is "Transferor") owns and proposes to be issued transfer the Note[s] or interest in global form add such Note[s] specified in Annex A hereto, in the Global Notes Legend from EXHIBIT 1 principal amount of $___________ in such Note[s] or interests (the "Transfer"), to APPENDIX __________ (the "Transferee"), as further specified in Annex A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"hereto. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 In connection with the Assignment Form included in such EXHIBIT 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTENOTE*/**/] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYFOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto AS AMENDED (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the IndentureTHE "CODE"), on July 15THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTION 1273 OF THE CODE, 2013THE ISSUE PRICE IS $976.40 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $23.60, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT OF THIS SECURITY. Interest Payment Dates: January 15 and July 15FOR PURPOSES OF SECTION 1275 OF THE CODE, commencing January 15THE ISSUE DATE OF THIS SECURITY IS AUGUST 22, 20042002. Record Dates: January 1 and July 1FOR PURPOSES OF SECTION 1272 OF THE CODE, THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 12%. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- ---------------- */If / If the Note is to be issued in global form add the Global Notes Legend global securities legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and the attachment from such EXHIBIT Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL NOTES SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTESECURITY". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and replace the Assignment Form included in this EXHIBIT 2 Exhibit A with the Assignment Form included in such EXHIBIT Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CUSIP No. _________ ISIN _________ No. $

Signature Guarantee. (Date: ----------------------- -------------------------- Signature must be guaranteed) Signatures must be guaranteed Signature of Signature by an "eligible a participant in a Guarantee recognized signature guaranty medallion program or other signature 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A acceptable to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture)Trustee OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OF THE INDENTURE, on July 15CHECK THE BOX: ASSET DISPOSITION / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OF THE INDENTURE, 2013. Interest Payment DatesSTATE THE AMOUNT ($1,000 PRINCIPAL AMOUNT AT MATURITY OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: January 15 and July 15, commencing January 15, 2004. Record DatesYOUR SIGNATURE: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated------------------- ------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION --------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"SECURITY The initial principal amount at maturity of this Global Security is $[ ]. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included The following increases or decreases in this Global Security have been made: EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [C FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTESUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of , among [GUARANTOR] 9 1/2% Senior Subordinated Notes Due 2013(the "New Guarantor"), a subsidiary of PLIANT CORPORATION (or its successor), a Utah corporation (the "Company"), [OTHER EXISTING GUARANTORS] and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the indenture referred to below (the "Trustee").

Signature Guarantee. (Signature must be guaranteed) Signatures 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. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE/*/ The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: PRINCIPAL AMOUNT SIGNATURE OF AMOUNT OF AMOUNT OF OF THIS GLOBAL NOTE AUTHORIZED DECREASE IN INCREASE IN FOLLOWING SUCH SIGNATORY OF PRINCIPAL AMOUNT PRINCIPAL AMOUNT DECREASE (OR TRUSTEE OR NOTE DATE OF EXCHANGE OF THIS GLOBAL NOTE OF THIS GLOBAL NOTE INCREASE) CUSTODIAN ---------------- ------------------- ------------------- ------------------- --------------- ----------------- /*/This should be included only if the Note is issued in global form. EXHIBIT 2 to APPENDIX A [B FORM OF FACE CERTIFICATE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP NoTRANSFER Ocean Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇. - ISIN No. - 9 1/2▇▇▇▇▇▇, Executive Vice President Norwest Bank Minnesota, National Association Sixth and Marquette ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Corporate Trust Operations Re: 7 5/8% Senior Subordinated Notes Due 2013 MERISANT COMPANYdue 2005 Reference is hereby made to the Indenture, a Delaware corporationdated as of July 8, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount 1998 (as may amended and supplemented from time to time be endorsed on time, (the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the "Indenture"), on July 15between Ocean Energy, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]Inc., as Trusteeissuer (the "Company"), certifies that this is one of EXHIBIT 2 the Subsidiary Guarantors parties thereto and Norwest Bank Minnesota, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to APPENDIX A the Notes referred to them in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If ____________________, (the Note is "Transferor") owns and proposes to be issued transfer the Note[s] or interest in global form add such in such Note[s] specified in Annex A hereto, in the Global Notes Legend from EXHIBIT 1 principal amount of $__________ in such Note[s] or interests (the "Transfer"), to APPENDIX ____________________ (the "Transferee"), as further specified in Annex A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE"hereto. **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 In connection with the Assignment Form included in such EXHIBIT 1. Transfer, the Transferor hereby certifies that: [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013CHECK ALL THAT APPLY]

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM SCHEDULE OF FACE EXCHANGES OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, INTERESTS IN THE GLOBAL NOTE/1/ The following exchanges of a Delaware corporation, promises to pay to -part of this Global Note for an interest in another Global Note or for a Definitive Note, or registered assignsexchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, the principal sum have been made: ---------------------------------------------------------------------------- Principal Amount of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule Amount of Increases or Decreases Amount of this Decrease in Increase in Global Note attached hereto Signature of Principal Principal Following Such Authorized Officer Date of Amount of this Amount of this Decrease or Trustee or Note Exchange Global Note Global Note (but or Increase) Custodian ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- ---------- /1/ This should be included only if the Note is issued in no event may global form. EXHIBIT B [Form of Guarantee Supplement] GUARANTEE SUPPLEMENT GUARANTEE SUPPLEMENT dated as of ________ __, ____ by [NAME OF ADDITIONAL GUARANTOR], a ________ duly organized under and validly existing under the laws of ___________ (the "Additional Guarantor"), in favor of Wells Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). ▇▇rsuant to an Indenture dated as of ____________, 2003 (the "Indenture") between Global Crossing North American Holdings, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Issuer"), Global Crossing Limited, a company duly organized and validly existing under the laws of Bermuda (the "Company"), and the other entities identified on the signature pages thereto under the caption "GUARANTORS" (the Company together with such amount exceed the maximum principal amount of Notes authenticated other entities, and any entity that shall become a Guarantor thereunder pursuant to Section 2.2 4.19 thereof, being herein called the "Guarantors" and, together with the Issuer, the "Credit Parties") and the Trustee, the Issuer has issued $200,000,000 of Appendix A to its 11% Senior Secured Notes due 2006 (the Indenture referred to below "Notes") and then outstanding pursuant to the Guarantors have unconditionally guaranteed all of the obligations of the Issuer under and in respect of the Notes. As required under Section 2.08 4.19 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 the Additional Guarantor hereby agrees to become a "Guarantor" and July 15, commencing January 15, 2004. Record Dates: January 1 a "Credit Party" under and July 1. Additional provisions for all purposes of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add Indenture and the Global Notes Legend from EXHIBIT 1 to APPENDIX A and Security Agreement. Without limiting the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If foregoing, the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013Additional Guarantor:

Signature Guarantee. SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES2 The following exchanges of a part of this Global Security for Definitive Securities have been made: Principal Amount of this Signature of Amount of decrease in Amount of increase in Global Security authorized officer of Principal Amount of Principal Amount of following such decrease Trustee or Date of Exchange this Global Security this Global Security (Signature must or increase) Security Custodian ---------------- -------------------- -------------------- ------------- ------------------ --------- 2.This should be guaranteed) Signatures must be guaranteed by an "eligible guarantor institution" meeting included only if the requirements of the Registrar, which requirements include membership or participation Senior Note is issued 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 amendedglobal form. EXHIBIT 2 to APPENDIX A B CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF Securities -----------------, ------- Re: 11 3/4% Series [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTEA/B] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYDiscount Debentures due 2009 of Jordan Industries, a Delaware corporation, promises Inc. This Certificate relates to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum $_____ principal amount of Notes authenticated pursuant Securities held in * ________ book-entry or *_______ definitive form by ________________ (the "Transferor"). The Transferor*: [ ] has requested the Trustee by written order to Section 2.2 deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form equal to its beneficial interest in such Global Security (or the portion thereof indicated above); or [ ] has requested the Trustee by written order to exchange or register the transfer of Appendix A a Security or Securities. [ ] In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with the Indenture relating to the Indenture referred to below above captioned Securities and then outstanding pursuant to that the transfer of this Security does not require registration under the Securities Act (as defined below) because:* [ ] Such Security is being acquired for the Transferor's own account without transfer (in satisfaction of Section 2.08 2.06(a)(ii)(A) or Section 2.06(d)(i)(A) of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions [ ] Such Security is being transferred (i) to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE]1933, as Trusteeamended (the "Securities Act")), certifies that this is one of EXHIBIT 2 in reliance on Rule 144A or (ii) pursuant to APPENDIX A an exemption from registration in accordance with Rule 904 under the Notes referred to Securities Act (and in the case of clause (ii), based on an opinion of counsel if the Company so requests and together with a certification in substantially the form of Exhibit D to the Indenture). By: ---------------------------------- Authorized Signatory ---------- */If [ ] Such Security is being transferred (i) in accordance with Rule 144 under the Note is to be issued in global form add Securities Act (and based on an opinion of counsel if the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange Company so requests) or (ii) pursuant to an Initial Purchaser holding effective registration statement under the Securities Act. [ ] Such Security is being transferred to an unsold portion institutional accredited investor within the meaning of its initial allotmentRule 501(a)(1), add (2), (3) or (7) under the restricted securities legend Securities Act pursuant to a private placement exemption from EXHIBIT 1 the registration requirements of the Securities Act (and based on an opinion of counsel if the Company so requests together with a certification in substantially the form of Exhibit C to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1Indenture). [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013---------------

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must a) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------------- ---------------------------------------- NOTICE: To be guaranteed) Signatures must be guaranteed executed 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. executive officer EXHIBIT 2 to APPENDIX A C --------- [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE LEGEND FOR REGULATION S NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYTHE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto AS AMENDED (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the IndentureTHE "SECURITIES ACT"), on July 15AND, 2013UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE SECURITIES ACT OR EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. C-1 [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE ASSIGNMENT FOR REGULATION S NOTE] 9 1/2% Senior Subordinated Notes Due 2013I or we assign and transfer this Note to: (Insert assignee's social security or tax I.D. number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, address and zip code of assignee) and irrevocably appoint: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Agent to transfer this Note on the books of the Issuers. The Agent may substitute another to act for him. [Check One]

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE SECURITY OR PRIVATE EXCHANGE NOTESECURITY] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY[Original Issue Discount Legend] FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto AS AMENDED (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the IndentureTHE "CODE"), on July THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $489.90 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $1,247.60, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT OF THIS SECURITY. FOR PURPOSES OF SECTION 1275 OF THE CODE, THE ISSUE DATE OF THIS SECURITY IS APRIL 10, 2000. FOR PURPOSES OF SECTION 1272 OF THE CODE, THE YIELD TO MATURITY (COMPOUNDED SEMIANNUALLY ON APRIL 15 AND OCTOBER 15, 2013) IS 14.75%. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on ------------------------------ */[If the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note Security is to be issued in global form add the Global Notes Securities Legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and the attachment from such EXHIBIT Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL NOTES SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTESECURITY". .] **/If /[If the Note Security is a Private Exchange Note Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend Restricted Securities Legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and replace the Assignment Form included in this EXHIBIT 2 Exhibit A with the Assignment Form included in such EXHIBIT Exhibit 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013.]

Signature Guarantee. (Signature must be guaranteed) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE SECURITY OR PRIVATE EXCHANGE NOTESECURITY] */**/ No.- $- AK STEEL CORPORATION 7-7/8% Senior Note Due 2009 GUARANTEED AS TO PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY AK STEEL HOLDING CORPORATION CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYAK Steel Corporation, a Delaware corporation, promises to pay to -, ____________or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed ___________ Dollars ($________) on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July February 15, 20132009. Interest Payment Dates: January February 15 and July 15, commencing January 15, 2004. August 15 Record Dates: January February 1 and July 1. August 1 Additional provisions of this Note Security are set forth on the other side of this NoteSecurity. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A 1 If the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note Security is to be issued in global form add the Global Notes Securities Legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and the attachment from such EXHIBIT Exhibit 1 captioned "TO BE ATTACHED TO GLOBAL NOTES SECURITIES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If SECURITY." 2 If the Note Security is a Private Exchange Note Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend Restricted Securities Legend from EXHIBIT Exhibit 1 to APPENDIX Appendix A and replace the Assignment Form included in this EXHIBIT 2 Exhibit A with the Assignment Form included in such EXHIBIT Exhibit 1. AK STEEL CORPORATION, by [Seal] ------------------------------ Name: Title: ------------------------------ Name: Title: Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION FIFTH THIRD BANK, as Trustee, certifies that this is one of the Securities referred to in the Indenture. by ---------------------------- Authorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE NOTE SECURITY OR PRIVATE EXCHANGE NOTESECURITY] 9 1/2% Senior Subordinated Notes Due 2013AK STEEL CORPORATION

Signature Guarantee. (Signature must be guaranteed) Signatures must be guaranteed 121 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by an "eligible guarantor institution" meeting the requirements Issuer pursuant to Section 4.10 or Section 4.18 of the RegistrarIndenture, which requirements include membership or participation in check the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined appropriate box: [ ] Section 4.10 [ ] Section 4.18 If you want to have only part of the Note purchased by the Registrar in addition toIssuer pursuant to Section 4.10 or Section 4.18 of the Indenture, or in substitution for, STAMP, all in accordance with state the Securities Exchange Act amount you elect to have purchased: $ ________________________ Date: ____________________ Your Signature: -------------------------------------------------- (Sign exactly as your name appears on the face of 1934, as amended. this Note) ----------------------------- Signature Guaranteed 122 EXHIBIT 2 to APPENDIX A B [FORM OF FACE OF EXCHANGE NOTE OR PRIVATE EXCHANGE LEGEND FOR 144A NOTE] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANYTHIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, a Delaware corporation, promises to pay to -, or registered assigns, the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto AS AMENDED (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the IndentureTHE "ACT"), on July 15AND, 2013ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. Interest Payment Dates: January 15 and July 15BY ITS ACQUISITION HEREOF, commencing January 15THE HOLDER AGREES THAT IT WILL NOT PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE ISSUERS, 2004WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO AN ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (C) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE ACT, (D) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE COMPANY AND THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE), (E) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE ACT OR (F) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) AND (2) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. Record Dates: January 1 and July 1IN CONNECTION WITH ANY TRANSFER OF THIS NOTE PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE 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 ACT. Additional provisions of this Note are set forth on the other side of this Note. Dated: -AS USED HEREIN, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1THEM BY REGULATION S UNDER THE ACT. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE ASSIGNMENT FOR 144A NOTE] 9 1/2% Senior Subordinated Notes Due 2013I or we assign and transfer this Note to: (Insert assignee's social security or tax I.D. number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, address and zip code of assignee) and irrevocably appoint: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Agent to transfer this Note on the books of the Issuer. The Agent may substitute another to act for him.

Signature Guarantee. TO BE COMPLETED BY PURCHASER IF (Signature must 2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: --------------------------- --------------------------------- Notice: to be guaranteed) Signatures must be guaranteed executed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in executive officer]* -------- * These paragraphs should be included only if the Security is a Transfer Agent Medallion Program Restricted Security. ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ SECURITIES* The following exchanges, redemptions or repurchases of a part of this Global Security have been made: PRINCIPAL AMOUNT OF GLOBAL SECURITY SIGNATURE OF AMOUNT OF DECREASE AMOUNT OF INCREASE FOLLOWING SUCH AUTHORIZED OFFICER, IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT DECREASE ("STAMP"OR TRUSTEE OR SECURITIES DATE OF TRANSACTION OF GLOBAL SECURITY OF GLOBAL SECURITY INCREASE) or such other "signature guarantee program" as may CUSTODIAN ------------------- ------------------ ------------------ ------------------- --------------------- -------- * This Schedule should be determined by included only if the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedSecurity is a Global Security. EXHIBIT 2 to APPENDIX A C [FORM OF FACE OF EXCHANGE 10-YEAR SECURITY] R&B FALCON CORPORATION 6.95% SERIES [A/B] SENIOR NOTE OR PRIVATE EXCHANGE NOTE] */**/ No.- $- DUE 2008 CUSIP 74912E AC 5 No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY___ $________ R&B Falcon Corporation, a Delaware corporationcorporation (the "Company"), for value received promises to pay to -, ___________________________ or registered assigns, the principal sum of - DOLLARS$_________ Dollars on April 15, 2008 or such greater or lesser amount as may from time to time be endorsed is indicated on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount Exchanges of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth Securities on the other side of this Note. DatedSecurity.* Interest Payment Dates: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A April 15 and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013October 15

Signature Guarantee. (Signature must be guaranteed) Signatures 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. ANNEX A EXHIBIT 2 to APPENDIX A [FORM OF FACE OF EXCHANGE NOTE SECURITY OR PRIVATE EXCHANGE NOTESECURITY] */**/ No.- $- CUSIP No. - ISIN No. - 9 1/2% Senior Subordinated Notes Due 2013 MERISANT COMPANY, a Delaware corporation, promises to pay to -, or registered assigns, -- -- */ If the principal sum of - DOLLARS, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 2013. Interest Payment Dates: January 15 and July 15, commencing January 15, 2004. Record Dates: January 1 and July 1. Additional provisions of this Note are set forth on the other side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note Security is to be issued in global form add the Global Notes Securities Legend from EXHIBIT Exhibit 1 to APPENDIX A Rule 144A/Regulation S Appendix and the attachment from such EXHIBIT Exhibit 1 captioned "[TO BE ATTACHED TO GLOBAL NOTES SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTESECURITY". **/If / If the Note Security is a Private Exchange Note Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend Restricted Securities Legend from EXHIBIT Exhibit 1 to APPENDIX A Rule 144A/Regulation S Appendix and replace the Assignment Form included in this EXHIBIT 2 Exhibit A with the Assignment Form included in such EXHIBIT Exhibit 1. 2 No. $ CUSIP No. ISIN No. 10-3/4% Senior Note Due 2010 The Shaw Group Inc., a Louisiana corporation, promises to pay to Cede & Co., ▇r registered assigns, the principal sum of Dollars on March 15, 2010. Interest Payment Dates: March 15 and September 15. Record Dates: March 1 and September 1. Additional provisions of this Security are set forth on the other side of this Security. Dated: March 17, 2003 THE SHAW GROUP INC. By -------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION THE BANK OF NEW YORK as Trustee, certifies that this is one of the Securities referred to in the Indenture. By -------------------------- Authorized Signatory [FORM OF REVERSE SIDE OF EXCHANGE NOTE SECURITY OR PRIVATE EXCHANGE NOTESECURITY] 9 1/210-3/4% Senior Subordinated Notes Note Due 20132010

Signature Guarantee. (Signature must be guaranteed) Signatures 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 [Registrar] in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------- ------------------------------------------- NOTICE: To be executed by an executive officer 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) Signatures 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. EXHIBIT 2 to APPENDIX A [FORM OF B FACE OF SECURITY UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR securities IN DEFINITIVE FORM, THIS security MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO AN ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR PRIVATE EXCHANGE NOTE] */**/ No.- $- CUSIP TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.14 OF THE INDENTURE. No. - ISIN No. - 9 1/2$100,000,000 12% Senior Subordinated Notes Due 2013 MERISANT COMPANY2009 CUSIP No. [ ] PRECISION PARTNERS, INC., a Delaware corporation, promises to pay to -Cede & Co., or registered assigns, the principal sum of - DOLLARSOne Hundred Million Dollars on March 19, or such greater or lesser amount as may from time to time be endorsed on the Schedule of Increases or Decreases in Global Note attached hereto (but in no event may such amount exceed the maximum principal amount of Notes authenticated pursuant to Section 2.2 of Appendix A to the Indenture referred to below and then outstanding pursuant to Section 2.08 of the Indenture), on July 15, 20132009. Interest Payment Dates: January March 15 and July September 15, commencing January 15, 2004. Record Dates: January March 1 and July September 1. Additional provisions of this Note Security are set forth on the other reverse side of this Note. Dated: -, 20- MERISANT COMPANY By: ------------------------------- Name: ----------------------------- Title: ---------------------------- By: ------------------------------- Name: ----------------------------- Title: ---------------------------- TRUSTEE'S CERTIFICATE OF AUTHENTICATION [TRUSTEE], as Trustee, certifies that this is one of EXHIBIT 2 to APPENDIX A the Notes referred to in the Indenture. By: ---------------------------------- Authorized Signatory ---------- */If the Note is to be issued in global form add the Global Notes Legend from EXHIBIT 1 to APPENDIX A and the attachment from such EXHIBIT 1 captioned "TO BE ATTACHED TO GLOBAL NOTES - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE". **/If the Note is a Private Exchange Note issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the restricted securities legend from EXHIBIT 1 to APPENDIX A and replace the Assignment Form included in this EXHIBIT 2 with the Assignment Form included in such EXHIBIT 1. [FORM OF REVERSE SIDE OF EXCHANGE NOTE OR PRIVATE EXCHANGE NOTE] 9 1/2% Senior Subordinated Notes Due 2013Security.