Common use of Security Forms Clause in Contracts

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. SECTION 201 Forms Generally. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially the forms such form as shall be established by or pursuant to a Board Resolution or, subject to Section 303, set forth in, or determined in this Article Twoa manner provided in, an Officer’s Certificate of the Company, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon (including, without limitation, any legends where applicable) as may be required to comply with applicable tax laws or the rules of any securities exchange, exchange or automated quotation system on which the Securities of such series may be listed or traded or the rules of any organizational document or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined to be appropriate by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. If the form or forms of Securities of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an Authorized Person of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities of each series shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods methods, or engraved on steel engraved borders, if required by any securities exchange or automated quotation system on which the Securities of such series may be listed or traded, or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities of such series may be listedlisted or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. SECTION 201. Forms Generally. The Registered Securities, the Guarantees if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication thereon each series and related Coupons shall be in substantially the forms set forth form as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by or pursuant to this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and Guaranteesor Coupons, as evidenced by their execution of the Securities or Coupons. If the forms of Securities or Coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and Guaranteesdelivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or Coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have Coupons attached. The Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article. The definitive Securities or Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution of such SecuritiesSecurities or Coupons. Initial Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section 612, the Trustee’s certificate of authentication shall be issued initially in substantially the following form: This is one of the Securities of the series designated therein referred to in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trusteewithin-mentioned Indenture. U.S. Bank National Association, as custodian for the DepositaryTrustee By: SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, registered in the name as specified as contemplated by Section 301, then any such Security shall represent such of the Depositary, or its nominee, in each case for credit to an account Outstanding Securities of a direct or indirect participant of such series as shall be specified therein and may provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Outstanding Securities of such series from time to time endorsed thereon and that the Rule 144A Global aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by adjustments made on the records Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Company delivers to the Trustee as hereinafter provided; provided, however, that upon such deposit through the Security in global form together with written instructions (which need not comply with Section 102 and including need not be accompanied by an Opinion of Counsel) with regard to the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests reduction in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of Securities represented thereby, together with the Regulation S Global Securities may from time to time be increased or decreased written statement contemplated by adjustments made the last sentence of Section 303. Unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities any Security in permanent global form shall be issued initially in made by wire transfer to the form Depository therefor or pursuant to such other procedures as shall be prescribed by such Depository, and the Company, the Trustee and any agent of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trusteeshall treat, as custodian for the Depositary all purposes whatsoever, such Depository or its nominee, nominee as hereinafter providedthe Holder of such Security.

Security Forms. Forms Generally. Generally --------------- The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, a Board Resolution or one or more indentures supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers Director or Directors executing such Securities and GuaranteesSecurities, as evidenced by their the Director's or Directors' execution of the Securities. If the form of Securities and Guarantees. Any portion of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an authorized Director or officer of the text Company and delivered to the Trustee at or prior to the delivery of any Security may the Company Order contemplated by Section 303 for the authentication and delivery of such securities. The Trustee's certificates of authentication shall be in substantially the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted manner, all as determined by the rules Director or Directors executing such Securities, as evidenced by the Director's or Directors' execution of such Securities. SECTION 202. Form of Face of Security ------------------------ [If the Security is to be a Global Security, insert - This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is [held by] [registered in the name] of a Book-Entry Depositary or a nominee of a Book-Entry Depositary. This Security is exchangeable for Securities [held by] [registered in the name of] a person other than the Book- Entry Depositary or its nominee only 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 Book-Entry Depositary to a nominee of the Book-Entry Depositary or by a nominee of the Book-Entry Depositary to the Book-Entry Depositary or another nominee of the Book-Entry Depositary) may be [made] [registered] except in limited circumstances. Unless this Global Security is presented by an authorized representative of the Book-Entry Depositary to the issuer or its agent for [registration of transfer], exchange or payment, and any definitive Security is issued in the name or names as directed in writing by the Book-Entry Depositary, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the [bearer] [registered owner] hereof, the Book-Entry Depositary, has an interest herein.] SOUTHERN INVESTMENTS UK plc [Title of the Security] No. ___________________ $_____________ SOUTHERN INVESTMENTS UK plc, a company duly organized and existing under the laws of England and Wales (herein called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to [the bearer upon surrender hereof] [name of registered owner or its registered assigns], the principal sum of _____________________________________ Dollars on ________________________, and to pay interest thereon from ______________________, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _______________ and ____________________ in each year, commencing _____________________, at the rate per annum provided in the title hereof, until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to [the bearer on such Interest Payment Date,] [the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the __________________ or __________________ (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.] Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to [the bearer on such Interest Payment Date] [the Person in whose name this Security (or one or 14 more Predecessor Securities) is registered on such Regular Record Date] and may be paid to [the bearer at the time of payment of such Defaulted Interest] [the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date], or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as determined by more fully provided in said Indenture. [If the officers executing Security is not to bear interest prior to Maturity, insert -- The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such Securities, as evidenced by their execution case the overdue principal of this Security shall bear interest at the rate of [yield to maturity] % per annum (to the extent that the payment of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A interest shall be issued initially legally enforceable), which shall accrue from the date of such default in payment to the form date payment of one such principal has been made or more Rule 144A Global Securitiesduly provided for. Interest on any overdue principal shall be payable on demand. Any such interest on any overdue principal that is not so paid on demand shall bear interest at the rate of [yield to maturity]% per annum (to the extent that the payment of such interest shall be legally enforceable), substantially which shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest shall also be payable on demand.] Payment of the principal of (and premium, if any) and interest, if any, on this Security will be made at the office or agency of the Company maintained for that purpose in _______________ in such coin or currency of the form set forth in Section 202, deposited upon issuance with United States of America as at the Trustee, as custodian time of payment is legal tender for the Depositarypayment of public and private debts; [If this Security is not a Global Security, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; insert -- provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of -------- ------- interest may be made by check mailed to the address of the Offering Person entitled thereto as such address shall appear in the Security Register] [If this Security is a Global Security, insert applicable manner of payment]. All payments of principal and interest (including payments of discount and premium, if any) in respect of this Security shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the original issue date of the Securities United Kingdom or by or within any political subdivision thereof or any authority therein or thereof having power to tax (such period through and including such 40th day, the "Restricted PeriodUnited Kingdom Taxes"), all unless such Securities withholding or deduction is required by law. In the event of any such withholding or deduction the Company shall pay to the Holder such additional amounts ("Additional Amounts") as will result in the payment to such Holder of the amount that would otherwise have been receivable by such Holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.payable:

Security Forms. Forms Generally. The Securities, the Guarantees Securities of each series and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 for the authentication and delivery of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securitysuch Securities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial The Series A Securities offered and sold in reliance on Rule 144A issued under this Indenture shall be issued initially in the form of one or more Rule 144A a Global Securities, Security substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedExhibit A hereto. The aggregate principal amount of the Rule 144A Global Series B Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S issued under this Indenture shall be issued in the form of one or more Regulation S a Global Securities, Security substantially in the form set forth in Section Exhibit B hereto. SECTION 202. Form of Face of Security. TE PRODUCTS PIPELINE COMPANY, deposited upon issuance with LIMITED PARTNERSHIP [Insert Name of Security or series] No. ___ $____ [CUSIP NO. ___] TE Products Pipeline Company, Limited Partnership, a limited partnership duly formed and existing under the laws of the State of Delaware (herein called the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to __________________, or registered assigns, the principal sum of __________________ Dollars on __________________ [if the Security is to bear interest prior to Maturity, insert --, and to pay interest thereon from _________ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on _________ and _________ in each year, commencing _________, at the rate of ___% per annum, until the principal hereof is paid or made available for payment, provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the _________ or _________ (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian for may be required by such exchange, all as more fully provided in said Indenture]. [If the DepositarySecurity is not to bear interest prior to Maturity, registered insert -- The principal of this Security shall not bear interest except in the name case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of ___% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] Payment of the Depositaryprincipal of (and premium, if any) and [if applicable, insert -- any such] interest on this Security will be made at the office or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant agency of the DepositaryCompany maintained for that purpose in _________, duly executed by in such coin or currency of the Company United States of America as at the time of payment is legal tender for payment of public and authenticated by the Trustee as hereinafter providedprivate debts [if applicable, insert -- ; provided, however, that upon such deposit through and including at the 40th day after the later option of the commencement Company payment of interest may be made by check mailed to the address of the Offering and the original issue date of the Securities (Person entitled thereto as such period through and including such 40th day, the "Restricted Period"), all such Securities address shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests appear in the Rule 144A Global Securities in accordance with Security Register]. Reference is hereby made to the transfer and certification requirements described below. The aggregate principal amount further provisions of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made this Security set forth on the records of reverse hereof, which further provisions shall for all purposes have the Trustee, same effect as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form if set forth in Section 202, deposited upon issuance with at this place. Unless the Trustee, as custodian for the Depositary, registered in the name certificate of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record of such action shall be certified on behalf of the Company by any member of the Board of Directors or the Secretary or the Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The text of the Guarantee shall be endorsed on the Securities of each series in substantially the form set forth in Section 205, or in the form of such other Guarantee as shall be established by or pursuant to a Board Resolution of the Guarantor and/or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions as are required or permitted by this Indenture and Guaranteesmay have such letters, numbers or other works of identification and such legends and endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the person duly authorized thereto executing such Securities, all as evidenced by such execution. Any portion of If the Guarantee the text of which is to be endorsed on the Securities of any Security may series, is established by action taken pursuant to a Board Resolution of the Guarantor, a copy of an appropriate record of such action shall be certified by any member of the Board of Directors or the Secretary or the Assistant Secretary of the Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive certificated Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series Section 202. Form of Registered Security. [FORM OF FACE OF REGISTERED SECURITY] [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] COCA-COLA HBC FINANCE B.V. with its corporate seat in Amsterdam, The Netherlands [Title of Security] No. ____________ _________________ [Insert Private Placement Legend if required: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A Securities offered PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN A TRANSACTION PURSUANT TO AND IN COMPLIANCE WITH ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES."] [Legend if the Security is a Registrable Security and sold unless otherwise specified as contemplated in reliance Section 301: THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE REGISTRATION RIGHTS AGREEMENT, DATED SEPTEMBER o, 2003, AMONG THE COMPANY, THE GUARANTOR AND THE OTHER PARTIES REFERRED TO THEREIN.] COCA-COLA HBC FINANCE B.V., a corporation incorporated under the laws of The Netherlands (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________________________________, or registered assigns, the principal sum of _________________________________ on Rule 144A ________________________________________________ [if the Security is to bear interest prior to Maturity, insert - , and to pay interest thereon from _____________, ___ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi- annually in arrears on ____________ and ____________ in each year] [annually in arrears on ______________ in each year], commencing ___________, ___, at the rate of ____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert - , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be issued initially legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the _______ [or _______] (whether or not a Business Day)[, as the case may be,] next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as custodian for the Depositary, registered in the name notice whereof shall be given to Holders of the DepositarySecurities of this series not less than 10 days prior to such Special Record Date, or its nomineebe paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in each case for credit to an account of said Indenture]. [If a direct or indirect participant of the Depositary, duly executed by the Company Registrable Security and authenticated by the Trustee unless otherwise specified as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth contemplated in Section 202301, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; then insert: provided, however, that upon if (i) a registration statement (the "Exchange Offer Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially identical to this Security (except that such deposit through and including Security will not contain terms with respect to the 40th day after Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the later "Exchange Offer") has not been filed or has not become or been declared effective on or before the date on which such registration statement is required to be filed or is required to become or be declared effective pursuant to the Registration Rights Agreement dated as of o (the commencement of "Registration Rights Agreement"), among the Offering Company, the Guarantor and the original issue other parties referred to therein, or, if applicable, a registration statement registering this Security for resale (a "Shelf Registration Statement") has not become or been declared effective on or before the date of on which such registration statement is required to become or be declared effective pursuant to the Securities Registration Rights Agreement, or (ii) the Exchange Offer has not been completed on or before the date on which such Exchange Offer is required to be completed pursuant to the Registration Rights Agreement, or (iii) any Exchange Offer Registration Statement or the Shelf Registration Statement, if applicable, is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted pursuant to the Registration Rights Agreement) without being succeeded immediately (except as specifically permitted pursuant to the Registration Rights Agreement) by another registration statement filed and declared effective, in each case in Clauses (i) through (iii) upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in Clauses (i) through (iii), a "Registration Default" and each period through during which a Registration Default has occurred and including such 40th dayis continuing, the a "Restricted Registration Default Period"), all then interest will accrue (in addition to any stated interest on the Securities) (the "Step-Up") at a per annum rate of o% for such Securities shall be credited Registration Default Period from and including the date on which a Registration Default first occurs to or through accounts maintained at but excluding the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests first date (the "Step-Down Date") that no Registration Default is in effect, provided that the maximum aggregate increase in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowinterest rate will not exceed a per annum rate of o%. The aggregate principal amount Interest accruing as a result of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.the

Security Forms. Forms Generally. The Securities, the Guarantees Securities of each series and the Trustee's ’s certificate of authentication thereon and the interest coupons, if any, to be attached thereto shall be in substantially the forms set forth such form as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any applicable securities exchange, any organizational document or document, governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such the Securities of that series and Guaranteesinterest coupons, if any, to be attached thereto, as evidenced by their execution of the Securities and Guaranteesinterest coupons, if any. If temporary Securities of any series are issued as permitted by Section 304, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and interest coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or interest coupons, if any, shall be delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise provided pursuant to Section 301, Bearer Securities, if any, shall have interest coupons attached. The definitive Securities of any series shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities of that series may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms GenerallyThe Junior Subordinated Securities in definitive form and the New Junior Subordinated Securities in definitive form shall be in the form attached hereto as Exhibit A; PROVIDED, that the New Junior Subordinated Securities shall not contain any of the provisions following the Trustee's authentication. The If the Securities are distributed to the holders of Capital Securities and Common Securities, the Guarantees and the Trustee's certificate record holder (including any Depositary) of authentication thereon any Capital Securities or Common Securities shall be issued Securities in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the legends in substantially the forms set forth form of the legends existing on the security representing the Capital Securities or Common Securities to be exchanged (with such changes thereto as the officers executing such Securities determine to be necessary or appropriate, as evidenced by their execution of the Securities) and such other legends as may be applicable thereto (including any legend required by Section 313 or Section 314 hereof), duly executed by the Company and authenticated by the Trustee or the Authenticating Agent as provided herein, which Securities, if to be held in this Article Twoglobal form by any Depositary, may be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary. Any Global Security shall represent such of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Securities in accordance with the Indenture. Payment of principal, interest and premium, if any, on any Global Security shall be made to the holder of such Global Security. The Securities shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmethods, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms Generally; Incorporation of Form in Indenture. The Securities, the Guarantees Securities and the Trustee's certificate of authentication thereon with respect thereto shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Each Security shall be dated the date of its authentication. The definitive Securities shall be typewritten, printed, lithographed lithographed, engraved or engraved otherwise produced or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202. Form of Face of Security. CSC HOLDINGS, deposited upon issuance with INC. 7 5/8% [Series B]* Senior Notes due 2011 No. $ -------- -------------------------- CUSIP No. -------------------------- ---------- * Include only for Exchange Securities. CSC Holdings, Inc., a Delaware corporation (herein called the Trustee"Company", as custodian which term includes any successor entity under this Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ or registered assigns the Depositaryprincipal sum of ______ Dollars on April 1, registered in 2011, at the name office or agency of the DepositaryCompany referred to below, or its nomineeand to pay interest thereon on October 1, 2001, and semiannually thereafter, on April 1 and October 1 in each case year from the Securities Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for credit at the rate of 7 5/8% per annum until the principal hereof is paid or duly provided for, and (to an account of a direct or indirect participant of the Depositary, duly executed extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Company and authenticated by Securities from the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (Interest Payment Date on which such period through and including overdue interest becomes payable to the date payment of such 40th day, the "Restricted Period"), all such Securities shall be credited to interest has been made or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedprovided for.

Security Forms. Section 201. Forms Generally. The Securities, the Guarantees and the Trustee's ’s certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The Securities may be issued initially in certificated form, substantially in the form set forth in Section 202, registered in the name of the Holder, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other reasonable manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A The Securities offered and sold in reliance on Rule 144A shall may be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the directly with any Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Upon issuance of Global Securities, the aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Depositary or the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. SECTION 201 Forms Generallyof Securities. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially such form or forms (including global form) as shall be established by or pursuant to a Board Resolution and initially in the forms set forth Form of Exhibit A (which shall be incorporated by reference in, and a part of, this Indenture), in this Article Two, each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange, any organizational document automated quotation system or governing instrument clearing agency or applicable law or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A If temporary Securities offered and sold of any series are issued in reliance on Rule 144A global form as permitted by Section 304, the form thereof shall be issued initially established as provided in the preceding sentence. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Company shall deliver to such Trustee the following: (a) the Board Resolution by or pursuant to which such form of one Security has been approved and, if applicable, the supplemental indenture by or more Rule 144A Global Securities, substantially pursuant to which such form of Security has been approved; (b) an Officers’ Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such form set forth have been complied with; and (c) an Opinion of Counsel stating (i) that such form has been established in Section 202, deposited upon issuance conformity with the Trusteeprovisions of this Indenture; (ii) that such terms have been established in conformity with the provisions of this Indenture; and (iii) that Securities in such form, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly when (A) completed by appropriate insertions and executed and delivered by the Company to such Trustee for authentication in accordance with this Indenture, (B) authenticated and authenticated delivered by such Trustee in accordance with this Indenture within the Trustee authorization as hereinafter provided. The to aggregate principal amount established from time to time by the Board of Directors, and (C) sold in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Rule 144A Company, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors’ rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The definitive Securities, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202 Form of Trustee’s Certificate of Authentication. The Trustees’ certificate of authentication on all Securities shall be in substantially the following form: “This is one of the Securities of the series designated therein described in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee By: SECTION 203 Securities in Global Form. If any Security of a series is issuable in global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or decreased any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by adjustments made on the records of Trustee and in such manner as shall be specified in such Security. Any instructions by the TrusteeCompany with respect to a Security in global form, as custodian for the Depositary or after its nomineeinitial issuance, as hereinafter providedshall be in writing but need not comply with Section 102. Initial Series A Global Securities offered and sold in reliance on Regulation S shall may be issued in the registered form of one and in either temporary or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedpermanent form.

Security Forms. Forms Generallyof Securities. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially such form or forms (including global form) as shall be established by or pursuant to a Board Resolution of the forms set forth Issuer, in this Article Two, each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Issuer may reasonably deem appropriate and as may be required to comply with the any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange, any organizational document automated quotation system or governing instrument clearing agency or applicable law or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the such Securities. If temporary Securities and Guarantees. Any portion of the text of any Security may series are issued in global form as permitted by Section 304, the form thereof shall be set forth on established as provided in the reverse thereof, with an appropriate reference thereto on the face of the Securitypreceding sentence. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. Section 202. Form of such SecuritiesTrustee's Certificate of Authentication. Initial Series A Subject to Section 614, the Certificate of Authentication on all Securities offered and sold in reliance on Rule 144A shall be issued initially in substantially the following form: "This is one of the Securities of the series designated therein described in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trusteewithin-mentioned Indenture. U.S. Bank National Association, as custodian for the Depositary, registered Trustee By -------------------------------------------- Authorized Signatory Section 203. Securities in the name of the Depositary, or its nominee, in each case for credit to an account Global Form. If any Security of a direct or indirect participant of series is issuable in global form, such Security may provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Outstanding Securities from time to time endorsed thereon and may also provide that the Rule 144A Global aggregate amount of Outstanding Securities represented thereby may from time to time be increased or decreased reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by adjustments the Trustee and in such manner as shall be specified in such Security. Any instructions by the Issuer with respect to a Security in global form, after its initial issuance, shall be in writing but need not comply with Section 102. Unless otherwise provided with respect to any series of Securities as contemplated by Section 301, Global Securities shall be issuable only in registered form without coupons, and may be issued in either temporary or permanent form. Any Security issued in global form shall bear the following legend: THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. [If a Global Security is to be held by The Depository Trust Company, then insert: UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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.] Section 204. CUSIP Numbers. The Issuer in issuing the Securities may use "CUSIP" numbers (if then generally in use) or other identifying numbers ("Identifying Numbers") and, if so, the Trustee shall use such Identifying Numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such Identifying Numbers either as printed on the records Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identifying numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee, as custodian for the Depositary or its nomineein writing, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued of any change in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowIdentifying Numbers. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.ARTICLE THREE

Security Forms. Forms Generally; Initial Forms of Rule 144A Dollar Securities ------------------------------------------------------------- and Regulation S Dollar Securities and Rule 144A Euro Securities and Regulation ------------------------------------------------------------------------------- S Euro Securities. The Securities, the Guarantees Securities and the Trustee's certificate certificates of authentication thereon shall ----------------- be in substantially the forms set forth in this Article TwoArticle, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their its execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner provided that such manner is permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their its execution of such Securities. Initial Series A Securities offered and sold in reliance on Upon their original issuance, Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Dollar Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially Dollar Securities registered in the form set forth in Section 202name of DTC, as Depositary, or its nominee and deposited upon issuance with the Trustee, as custodian for the DepositaryDTC, registered in the name of the Depositary, or its nominee in each case for credit by DTC to the Depositary to an account respective accounts of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date beneficial owners of the Securities represented thereby (or such period through and including such 40th dayother accounts as they may direct). Such Global Dollar Securities, the "Restricted Period"), all such together with their Successor Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A which are Global Dollar Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of other than the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on Dollar Security, are collectively herein called the records of the Trustee"Restricted Global Dollar Security". Upon their original issuance, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Rule 144A Euro Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, Euro Securities registered in the name of Chase Nominees Limited as nominee of Euroclear, as Depositary for the Depositary Rule 144A Euro Securities, or its nomineenominee and deposited with the Euro Agent at its Corporate Agency Office, as custodian for Euroclear, for credit by Euroclear to the respective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Euro Securities, together with their Successor Securities which are Global Euro Securities other than the Regulation S Global Euro Security, are collectively herein called the "Restricted Global Euro Security" and together with the Restricted Global Dollar Security, the "Restricted Global Security". Upon their original issuance, Regulation S Dollar Securities (herein called "Regulation S Global Dollar Security") shall be issued in each case the form of a single Global Dollar Security registered in the name of DTC, as Depositary, or its nominee and deposited with the Trustee at its Corporate Trust Office, as custodian for DTC, for credit to an account Xxxxxx Guaranty Trust Company of New York, Brussels Office, as operator of Euroclear and Cedelbank, in turn for credit to the respective accounts of beneficial owners of the Dollar Securities represented thereby (or such other accounts as such beneficial owners may direct) in accordance with the rules thereof. Upon their original issuance, Regulation S Euro Securities (herein called "Regulation S Global Euro Security" and together with the Regulation S Global Dollar Security, the "Regulation S Global Security") shall be issued in the form of a direct or indirect participant single Global Euro Security registered in the name of Chase Nominees Limited, as nominee of the DepositaryDepositary for the Regulation S Euro Securities, duly executed by or its nominee and deposited with the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the TrusteeEuro Agent at its Corporate Agency Office, as custodian for the Depositary for the Regulation S Euro Securities, for credit to the respective accounts of beneficial owners of the Euro Securities represented thereby (or its nominee, such other accounts as hereinafter providedsuch beneficial owners may direct) in accordance with the rules thereof. Beneficial interests in the Regulation S Dollar Global Security and Regulation S Euro Security may only be held through Euroclear and Cedelbank until the expiration of the Distribution Compliance Period as provided in Section 306(b)(4).

Security Forms. Forms GenerallyFORM OF SECURITIES OF THIS SERIES. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon this series shall be in substantially the forms form set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesArticle. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be initially issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, Depositary or its nominee nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering offering of the Securities and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream Cedel unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. SECTION 201 Forms Generally. The Registered Securities, the Guarantees if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication thereon each series and related coupons shall be in substantially the forms form set forth in this Article TwoExhibit A or in such other form or forms as shall be established by or pursuant to a Board Resolution of the Issuer or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing Issuer. If the forms of Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by an officer of the Issuer and delivered to the Trustee that will be asked to authenticate and deliver Securities or coupons, at or prior to the delivery of an Issuer Order contemplated by Section 303 for the authentication and delivery of such Securities and Guarantees, as evidenced by their execution of the Securities and Guaranteesor coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached. A Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article. The definitive Securities Securities, coupons and Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such SecuritiesSecurities or coupons. Initial Series A Securities offered and sold Security (including the Guarantees endorsed thereon) may be in reliance on Rule 144A shall be issued initially in substantially the form of attached as Exhibit A hereto, or a Security (including the Guarantees endorsed thereon) may be in any form established by or pursuant to authority granted by one or more Rule 144A Global Securities, substantially in the form Board Resolutions and set forth in an Officer’s Certificate or supplemental indenture pursuant to Section 202301. SECTION 202 Form of Trustee’s Certificate of Authentication. Subject to Section 611, deposited upon issuance with either Trustee’s certificate of authentication shall be in substantially the Trusteefollowing form: Dated: _____________________________ This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. THE BANK OF NEW YORK MELLON, as custodian for the DepositaryU.S. Trustee By: Authorized Officer or BNY TRUST COMPANY OF CANADA, registered as Canadian Trustee By: Authorized Officer SECTION 203 Securities Issuable in the name Global Form. If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such Security shall represent such of the Depositary, or its nominee, in each case for credit to an account Outstanding Securities of a direct or indirect participant of such series as shall be specified therein and may provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Outstanding Securities of such series from time to time endorsed thereon and that the Rule 144A Global aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by adjustments made on the records Trustees or either of them, as applicable, in such manner and upon instructions given by such Person or Persons as shall be specified therein or in an Issuer Order to be delivered to the applicable Trustee or Trustees pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustees or either of them shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in an Issuer Order. If an Issuer Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Issuer with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Issuer and the Issuer delivers to the applicable Trustee the Security in reliance on Regulation S shall global form together with written instructions (which need not comply with Section 102 and need not be issued accompanied by an Opinion of Counsel) with regard to the reduction in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of Securities represented thereby, together with the Regulation S Global Securities may from time written statement contemplated by the last sentence of Section 303. Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to time be increased the Person or decreased by adjustments made on Persons specified therein. Notwithstanding the records provisions of Section 309 and except as provided in the preceding paragraph, the Issuer, any Guarantor, the Trustees and any agent of the TrusteeIssuer, such Guarantor or the Trustees shall treat as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form Holder of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate such principal amount of Outstanding Securities represented by a permanent global Security (i) in the Series B Global Securities may from time to time be increased case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or decreased by adjustments made on (ii) in the records case of a permanent global Security in bearer form, the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedCommon Depositary.

Security Forms. Forms Generally. The Securities in definitive form shall be in the form attached hereto as Exhibit A. If the Securities are distributed to the holders of Capital Securities and Common Securities, the Guarantees and the Trustee's certificate record holder (including any Depositary) of authentication thereon any Capital Securities or Common Securities shall be issued Securities in definitive, fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the legends in substantially the forms set forth form of the legends existing on the security representing the Capital Securities or Common Securities to be exchanged (with such changes thereto as the officers executing such Securities determine to be necessary or appropriate, as evidenced by their execution of the Securities) and such other legends as may be applicable thereto (including any legend required by Section 313 hereof), duly executed by the Company and authenticated by the Trustee or the authenticating agent as provided herein, which Securities, if to be held in this Article Twoglobal form by any Depositary, may be deposited on behalf of the holders of the Securities represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of a nominee of the Depositary. Any Global Security shall represent such of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Securities in accordance with the Indenture. Payment of principal of and interest and premium, if any, on any Global Security shall be made to the holder of such Global Security. The Securities shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecuritySecurities. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmethods, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms Generally. Generally The Securities, the Guarantees Securities and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable securities laws, tax laws or the rules of any securities exchange, any organizational document exchange or governing instrument automated quotation system on which the Securities may be listed or applicable law traded or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityDepositary therefor. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Upon their original issuance, the Restricted Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially Securities registered in the form set forth in Section 202name of DTC, as Depositary, or its nominee and deposited upon issuance with the Trustee, as custodian for the DepositaryDTC, registered in the name of the Depositary, or its nominee in each case for credit by DTC to the Depositary to an account respective accounts of a direct or indirect participant beneficial owners of the DepositarySecurities represented thereby (or such other accounts as they may direct), duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, provided that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Regulation S Global Securities shall be credited to or through accounts maintained at the Depositary DTC by or on behalf of Euroclear or Clearstream unless exchanged Clearstream. Such Global Securities, with respect to either series of Securities, together with their Successor Securities which are Global Securities, are collectively herein called the "Restricted Global Securities". Section 202. Forms of Face of Securities KINDER MORGAN ENERGY PARTNERS, L.P. [5.35% SENIOR NOTE DUX 0000] [0.00% SENIOR NOTE DUE 2033] No. ___________ U.S.$___________________ CUSIP No. [494550AM8](1) [U49452AD4](2) [494550AN6](3) [U49452AE2](4) Kinder Morgan Energy Partners, L.P., a Delawarx xxxxxxx partnership (hxxxxx xxxxxx the "Partnership", which term includes any successor Person under the Indenture hereinafter referred to), for interests value received, hereby promises to pay to _____________________, or registered assigns, the principal sum of ______________________ Dollars on August 15, [2007 (in the Rule 144A Global Securities case of the 2007 Securities)] [2033 (in accordance with the transfer case of the 2033 Securities)], and certification requirements described belowto pay interest thereon from August 19, 2002 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on February 15 and August 15 in each year (or if any such date is not a Business Day, the next succeeding Business Day), commencing February 15, 2003, at the rate of [5.35% per annum (in the case of the 2007 Securities)] [7.30% per annum (in the case of the 2033 Securities)], until the principal hereof is paid or made available for payment. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made interest so payable [(and Liquidated Damages, if any, provided for on the records reverse hereof)],(5) and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this [2007] [2033] Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest [(and Liquidated Damages, if any)]5 not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this [2007] [2033] Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest [(and Liquidated Damages, if any)]5 to be fixed by the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities notice whereof shall be issued initially given to Holders of [2007] [2033] Securities not less than 10 days prior to such Special Record Date, or be paid at any time in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance any other lawful manner not inconsistent with the Trusteerequirements of any securities exchange on which the [2007] [2033] Securities may be listed, and upon such notice as custodian for the Depositarymay be required by such exchange, registered all as more fully provided in the name said Indenture. Payment of the Depositary or its nominee, in each case for credit to an account principal of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.----------

Security Forms. Section 201. Forms Generally. The Securities, the Guarantees Securities and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for 30 Series A Securities shall be issued initially in the form of one or more Series B A Global SecuritiesSecurities in registered form without coupons, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount , deposited on behalf of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records purchasers of the TrusteeSecurities represented thereby with the Common Depositary, as custodian for and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear or Clearstream. Series B Securities shall be issued initially in the form of one or more Series B Global Securities in registered form without coupons, substantially in the form set forth in Section 202, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided, deposited on behalf of the holders exchanging Existing Securities for such Securities represented thereby with the Common Depositary, and registered in the name of the Common Depositary or its nominee, as the case may be, for the accounts of Euroclear or Clearstream.

Security Forms. Forms GenerallySECTION 201. Form. The Securities, the Guarantees Securities and the Trustee's certificate of authentication thereon shall be substantially in substantially the forms set forth in this Article Twoform annexed hereto as Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and by this Indenture. The Securities may have such lettersnotations, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by law, stock exchange agreements to comply with which the rules of any securities exchange, any organizational document Company is subject or governing instrument or applicable law or as may, consistently herewith, be determined by usage. The Company shall approve the officers executing such Securities and Guarantees, as evidenced by their execution form of the Securities and Guaranteesany notation, legend or endorsement on the Securities. Any portion The terms and provisions contained in the form of the text Securities annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of any Security may this Indenture. To the extent applicable, the Company and the Trustee, by their execution and delivery of this indenture, expressly agree to such terms and provisions and to be bound thereby. Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the "U. S. Global Securities"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the U.S. Global Securities may from time to time be increased or decreased by adjustments made on the reverse records of the Trustee, as custodian for the Depositary, or its nominee, in accordance with the instructions given by the Holder thereof, with an appropriate reference thereto as hereinafter provided. Securities offered and sold in offshore transactions in reliance on Regulation S under the face Securities Act ("Regulation S") shall be issued initially in the form of one or more temporary global Securities in registered form substantially in the form set forth in Exhibit A (the "Temporary Offshore Global Securities"), registered in the name of the Securitynominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. At any time on or after the date hereof, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, one or more permanent global Securities in registered form substantially in the form set forth in Exhibit A hereto (the "Permanent Offshore Global Securities"; and together with the Temporary Offshore Global Securities, the "Offshore Global Securities"), duly executed by the Company and authenticated by the Trustee as hereinafter provided shall be deposited with the Trustee, as custodian for the Depositary, or its nominee, and the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Temporary Offshore Global Securities in an amount equal to the principal amount of the beneficial interest in the Temporary Offshore Global Securities transferred. Securities issued and sold pursuant to a Registration Statement shall be issued initially in the form of one or more permanent global Securities in registered form, substantially in the form set forth in Exhibit A (the "Registered Global Securities"), registered in the name of the nominee of the Depositary, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. Securities issued pursuant to Sections 206(b) in exchange for interests in the U.S. Global Securities, the Offshore Global Securities or the Registered Global Securities shall be in the form of permanent certificated Securities in registered form substantially in the form set forth in Exhibit A hereto (the "U.S. Physical Securities", the "Offshore Physical Securities" and the "Registered Physical Securities", respectively). The Offshore Physical Securities, U.S. Physical Securities and the Registered Physical Securities are sometimes collectively herein referred to as the "Physical Securities." The U.S. Global Securities, the Offshore Global Securities and the Registered Global Securities are sometimes referred to herein as the "Global Securities." The definitive Securities shall be typed, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms GenerallyFORMS GENERALLY; INCORPORATION OF FORM IN INDENTURE. The Securities, the Guarantees Securities and the Trustee's certificate of authentication thereon with respect thereto shall be in substantially the forms set forth in this Article TwoArticle, with such appropriate legends, insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Each Security shall be dated the date of its authentication. The definitive Securities shall be typewritten, printed, lithographed lithographed, engraved or engraved otherwise produced or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial SECTION 202. FORM OF FACE OF SECURITY. CSC HOLDINGS, INC. 8 1/8% [Series A Securities offered and sold in reliance B]* Senior Notes due 2009 No. _____ $__________ -------- * Include only for Exchange Securities. reena CUSIP No. __________ CSC Holdings, Inc., a Delaware corporation (herein called the "Company", which term includes any successor entity under this Indenture hereinafter referred to), for value received, hereby promises to pay to _________________ or registered assigns the principal sum of ______ Dollars on Rule 144A shall be issued initially in July 15, 2009, at the form of one office or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name agency of the DepositaryCompany referred to below, or its nomineeand to pay interest thereon on January 15, 2000 and semiannually thereafter, on January 15 and July 15 in each case year from the Securities Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for credit at the rate of 8 1/8% per annum until the principal hereof is paid or duly provided for, and (to an account of a direct or indirect participant of the Depositary, duly executed extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Company and authenticated by Securities from the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (Interest Payment Date on which such period through and including overdue interest becomes payable to the date payment of such 40th day, the "Restricted Period"), all such Securities shall be credited to interest has been made or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedprovided for.

Security Forms. SECTION 201 Forms Generallyof Securities. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially such form or forms (including global form) as shall be established by or pursuant to a Board Resolution and initially in the forms set forth Form of Exhibit A (which shall be incorporated by reference in, and a part of, this Indenture), in this Article Two, each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the any law, with any rule or regulation made pursuant thereto, with any rules of any securities exchange, any organizational document automated quotation system or governing instrument clearing agency or applicable law or to conform to usage, as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A If temporary Securities offered and sold of any series are issued in reliance on Rule 144A global form as permitted by Section 304, the form thereof shall be issued initially established as provided in the preceding sentence. Prior to the delivery of a Security of any series in any such form to the Trustee for the Securities of such series for authentication, the Company shall deliver to such Trustee the following: (a) the Board Resolution by or pursuant to which such form of one Security has been approved and, if applicable, the supplemental indenture by or more Rule 144A Global Securities, substantially pursuant to which such form of Security has been approved; (b) an Officers’ Certificate dated the date such Certificate is delivered to such Trustee stating that all conditions precedent provided for in this Indenture relating to the authentication and delivery of Securities in such form set forth have been complied with; and (c) an Opinion of Counsel stating (i) that such form has been established in Section 202, deposited upon issuance conformity with the Trusteeprovisions of this Indenture; (ii) that such terms have been established in conformity with the provisions of this Indenture; and (iii) that Securities in such form, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly when (A) completed by appropriate insertions and executed and delivered by the Company to such Trustee for authentication in accordance with this Indenture, (B) authenticated and authenticated delivered by such Trustee in accordance with this Indenture within the Trustee authorization as hereinafter provided. The to aggregate principal amount established from time to time by the Board of Directors, and (C) sold in the manner specified in such Opinion of Counsel, will be the legal, valid and binding obligations of the Rule 144A Company, subject to the effects of applicable bankruptcy, reorganization, fraudulent conveyance, moratorium, insolvency and other similar laws generally affecting creditors’ rights, to general equitable principles, to an implied covenant of good faith and fair dealing and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities. The definitive Securities, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution thereof. SECTION 202 Form of Trustee’s Certificate of Authentication. The Trustees’ certificate of authentication on all Securities shall be in substantially the following form: “This is one of the Securities of the series designated therein described in the within-mentioned Indenture. The Bank of New York Mellon Trust Company, N.A., as Trustee By: Authorized Signatory” SECTION 203 Securities in Global Form. If any Security of a series is issuable in global form, such Security may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed thereon and may also provide that the aggregate amount of Outstanding Securities represented thereby may from time to time be increased reduced to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or decreased any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by adjustments made on the records of Trustee and in such manner as shall be specified in such Security. Any instructions by the TrusteeCompany with respect to a Security in global form, as custodian for the Depositary or after its nomineeinitial issuance, as hereinafter providedshall be in writing but need not comply with Section 102. Initial Series A Global Securities offered and sold in reliance on Regulation S shall may be issued in the registered form of one and in either temporary or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedpermanent form.

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any any, securities exchange on in which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, Initial Securities offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, and Series B Securities exchanged for Series A Securities pursuant to the Exchange Offer shall be issued initially in the form of one or more Series B Global Securities substantially in the form set forth in Section 202, in each case deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities. If the form of Securities and Guarantees. Any portion of any series is established by action taken pursuant to a Board Resolution of the text Company, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Guarantees to be endorsed on the Securities of each series shall be in substantially the form set forth in Section 205, or in such other form as shall be established by or pursuant to a Board Resolution of the Guarantor or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other corrections as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any Security may securities exchange or as may, consistently herewith, be determined by the person duly authorized thereto executing such Guarantees, all as evidenced by such execution. If the form of Guarantees to be endorsed on the Securities of any series is established by action taken pursuant to a Board Resolution of the Guarantor, a copy of an appropriate record of such action shall be certified by the Secretary, a Deputy Secretary, an Assistant Secretary or a Deputy Assistant Secretary of the Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Trustee’s certificates of authentication shall be in substantially the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive Securities and Guarantees shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered Section 202. Form of Face of Security. No. …………………$……………. [Xxxxxx, Inc./Xxxxxx International, Inc.], a corporation duly organized and sold existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to …………………………………., or registered assigns, the principal sum of ………….. Dollars on ………………….. [If the Security is to bear interest prior to Maturity, insert—, and to pay interest thereon from …………………… or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on ……………………….. and ………………………….. in reliance on Rule 144A each year, commencing ……………………….., at the rate of …….% per annum, until the principal hereof is paid or made available for payment [If applicable insert—, and (to the extent that the payment of such interest shall be issued initially legally enforceable) at the rate of …..% per annum on any overdue principal and premium and on any overdue installment of interest]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the .………… or …………. (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as custodian may be required by such exchange, all as more fully provided in said Indenture]. If any deduction or withholding for the Depositaryany present or future taxes, registered in the name assessments or other governmental charges of the Depositaryjurisdiction (or any political subdivision or taxing authority thereof or therein) in which the Company is incorporated, shall at any time be required by such jurisdiction (or its nominee, any such political subdivision or taxing authority) in each case for credit respect of any amounts to an account of a direct or indirect participant of the Depositary, duly executed be paid by the Company and authenticated by of principal of or interest on a Security of any series, then the Trustee Company will pay to the Holder of a Security of such series such additional amounts as hereinafter provided. The aggregate principal amount may be necessary in order that the net amounts paid to such Holder of the Rule 144A Global Securities may from time such Security who, with respect to time be increased any such tax, assessment or decreased by adjustments made on the records of the Trusteeother governmental charge, as custodian for the Depositary is not resident in such jurisdiction, after such deduction or its nomineewithholding, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued not less than the amounts specified in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary such Security to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter providedwhich such Holder is entitled; provided, however, that upon such deposit through and including the 40th day after the later Company shall not be required to make any payment of the commencement of the Offering and the original issue date of the Securities additional amounts (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by 1) for or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct any such tax, assessment or indirect participant of the Depositary, duly executed governmental charge imposed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased United States or decreased by adjustments made any political subdivision or taxing authority thereof or therein or (2) for or on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.account of:

Security Forms. Forms Generally(a) FORM OF RULE 144A GLOBAL, REGULATION S GLOBAL AND CERTIFICATED NOTES. The Securities, the Guarantees and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities Notes offered and sold in reliance on Rule 144A under the Securities Act ("Rule 144A") shall be issued initially in the form of one or more Rule 144A permanent Global SecuritiesSecurities without interest coupons (the "Restricted Global Security") deposited with, substantially in or on behalf of, the form set forth in Section 202, deposited upon issuance Depositary or with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Restricted Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities Notes offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of one or more Regulation S permanent Global Securities, Securities in fully registered form without interest coupons substantially in the form set forth in Section 202this Note ("Regulation S Global Security") deposited with, deposited upon issuance or on behalf of the Depository or with the Trustee, as custodian for the Depositary, registered in for the name accounts of the DepositaryEuroclear Clearance System, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities any successor securities clearing agency (such period through and including such 40th day, the "Restricted PeriodEuroclear"), all such Securities shall be credited to and Clearstream Banking, or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowany successor securities clearing agency ("Clearstream"). The aggregate principal amount of the Regulation S Global Securities Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Until and including the 40th day after the date of this Note, beneficial interests in a Regulation S Global Security may be held only through Euroclear or 12 Clearstream, unless delivery is made through the Restricted Global Security in accordance with the certification requirements provided in this Note and the Indenture. If DTC is at any time unwilling or unable to continue as a depositary for any relevant Global Security or ceases to be registered as clearing agency under the Exchange Act and a successor depositary is not appointed within 60 days of such notice or cessation, or if, in the case of the Regulation S Global Security held for an account of Euroclear or Clearstream, as the case may be, is closed for business for 14 continuous days or announces an intention to cease or permanently ceases business; the Company will issue certificates for this Note or the Exchange Notes in definitive, fully registered, non-global form without interest coupons in exchange for the Regulation S Global Security or Restricted Global Security, as the case may be. In all cases, certificates for this Note or the Exchange Notes delivered in exchange for any Global Security or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by DTC. In the case of certificates for this Note or the Exchange Notes in non-global form issued in exchange for the Regulation S Global Security or Restricted Global Security, such certificates will bear the legend appearing under Section 9(b) (unless the Company determines otherwise in accordance with applicable law). The holder of a Note in non-global form may transfer such Note, subject to compliance with the provisions of such legend, by surrendering it at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, The City of New York, which initially will be the office of the Trustee.

Security Forms. Forms Generallyof Securities. The Registered Securities, the Guarantees if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication thereon each series, and related coupons shall be in substantially the such form or forms set forth (including permanent or temporary global form) as shall be established in this Article Twoone or more indentures supplemental hereto or by or pursuant to a Board Resolution in accordance with Section 301, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by or pursuant to this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as may be required to comply with the rules any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange, any organizational document or governing instrument or applicable law stock exchange or as may, may consistently herewith, herewith be determined by the officers executing such Securities and Guaranteesor coupons, as evidenced by their execution of the Securities and Guaranteesor coupons. Any portion If the forms of Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the text of any Security may be set forth on Company and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the SecurityCompany Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. The definitive Securities and coupons, if any, shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or coupons, as evidenced by their execution of such SecuritiesSecurities or coupons. Initial Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee's Certificate of Authentication. The Trustee's certificate of authentication shall be issued initially in substantially the form of following form: This is one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, of the "Restricted Period"), all such Securities shall be credited series designated herein referred to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowwithin-mentioned Indenture. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, ------------------------------ as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.By: ------------------------------ Authorized Signer

Security Forms. Forms Generally. The Securities, the Guarantees Guarantees, if any, and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S S, if any, shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities Securities, if any, may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms Generally. The Securities, the Guarantees Securities and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article TwoArticle, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable securities laws, tax laws or the rules of any securities exchange, any organizational document exchange or governing instrument automated quotation system on which the Securities may be listed or applicable law traded or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the SecurityDepositary therefor. The definitive Definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Upon their original issuance, the Restricted Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially Securities registered in the form set forth in Section 202name of DTC, as Depositary, or its nominee and deposited upon issuance with the Trustee, as custodian for DTC, for credit by DTC to the Depositaryrespective accounts of beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Such Global Securities, together with their Successor Securities which are Global Securities other than the Regulation S Global Securities, are collectively herein called the "Restricted Global Securities". Upon their original issuance, initial Regulation S Securities shall be issued in the form of one or more Global Securities registered in the name of the DTC, as Depositary, or its nominee in each case and deposited with the Trustee, as custodian for DTC, for credit by DTC to the Depositary to an account respective accounts of a direct or indirect participant beneficial owners of the DepositarySecurities represented thereby (or such other accounts as they may direct), duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, provided that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary DTC by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities and in accordance with Section 305(b)(iv). Such Global Securities, together with their Successor Securities which are Global Securities other than the transfer and certification requirements described below. The aggregate principal amount of Restricted Global Securities, are collectively herein called the "Regulation S Global Securities may Securities". Section 202. Forms of Face of Securities. SUNOCO LOGISTICS PARTNERS OPERATIONS L.P. 7.25% Senior Note due 2012 No. U.S. $ ----------- -------------- CUSIP No. [86765B AA 7]1 [U86757 AA 6]2 Sunoco Logistics Partners Operations L.P., a Delaware limited partnership (herein called the "Operating Partnership", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal --------------------- sum of Dollars on February 15, 2012, and to pay interest ---------------------- thereon from time February 8, 2002 or from the most recent Interest Payment Date to time be increased which interest has been paid or decreased by adjustments duly provided for, semi-annually on February 15 and August 15 in each year (or if any such date is not a Business Day, the next succeeding Business Day), commencing August 15, 2002, at the rate of 7.25% per annum, until the principal hereof is paid or made available for payment. The interest so payable [(including Additional Interest, if any, provided for on the records reverse hereof)],3 and punctually paid or duly provided for, on any Interest Payment Date will, as provided in said Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be February 1st or August 1st (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as custodian may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on this Security will be made at the office or agency of the Operating Partnership maintained for that purpose in The City of New York, New York, in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Operating Partnership payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register; and provided, further, however, that in case this Security is held by a Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities payments of principal, interest and premium, if any, shall be issued initially in the form made by wire transfer of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit immediately available funds to an account designated by such Depositary. Reference is hereby made to the further provisions of a direct or indirect participant this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter providedany purpose.

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be substantially in substantially the form attached as Exhibit A, or in such other form or forms set forth as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations provisions as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange, any organizational document exchange or governing instrument or applicable law Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Securities Company and Guarantees. Any portion delivered to the Trustee at or prior to the delivery of the text Company Order contemplated by Section 303 with respect to the authentication and delivery of any Security may such Securities. The Trustee's certificate of authentication shall be substantially in the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive Securities shall be printed, lithographed or engraved on a steel engraved border or on steel engraved borders or produced by any combination of these methods methods, if required by any securities exchange on which the Securities may be listed, or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A The Securities offered and sold in reliance on Rule 144A shall be issued of each series will initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name . Each such Global Security shall represent such of the Depositary, or its nominee in each case for credit by the Depositary to an account Outstanding Securities of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee such series as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at specified therein and each shall provide that it shall represent the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of Outstanding Securities of such series from time to time endorsed thereon and that the Regulation S Global aggregate amounts of Outstanding Securities of such series represented thereby may from time to time be increased reduced or decreased by adjustments made on the records of the Trusteeincreased, as custodian for appropriate. The Global Security or Securities evidencing the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A of a series (and all Securities issued in exchange therefore) shall be issued initially in bear the form of one or more Series B Global Securities, substantially in the form set forth legend indicated in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. SECTION 201. Forms Generally. The Registered Securities, the Guarantees if any, of each series and the Trustee's certificate Bearer Securities, if any, of authentication thereon each series and related Coupons shall be in substantially the forms set forth form as shall be established by or pursuant to a Board Resolution or in this Article Twoone or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by or pursuant to this Indenture or any indenture supplemental hereto, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any law or the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and Guaranteesor Coupons, as evidenced by their execution of the Securities or Coupons. If the forms of Securities or Coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and Guaranteesdelivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or Coupons. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have Coupons attached. The Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article. The definitive Securities or Coupons shall be printed, lithographed or engraved or produced by any combination of these methods on steel-engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers of the Company executing such SecuritiesSecurities or Coupons, as evidenced by their execution of such SecuritiesSecurities or Coupons. Initial Series A Securities offered and sold in reliance on Rule 144A SECTION 202. Form of Trustee’s Certificate of Authentication. Subject to Section 612, the Trustee’s certificate of authentication shall be issued initially in substantially the following form: This is one of the Securities of the series designated therein referred to in the form within-mentioned Indenture. The Bank of one or more Rule 144A Global SecuritiesNew York Mellon Trust Company, substantially in the form set forth in Section 202, deposited upon issuance with the TrusteeN.A., as custodian for the DepositaryTrustee By: SECTION 203. Securities Issuable in Global Form. If Securities of or within a series are issuable in global form, registered in the name as specified as contemplated by Section 301, then any such Security shall represent such of the Depositary, or its nominee, in each case for credit to an account Outstanding Securities of a direct or indirect participant of such series as shall be specified therein and may provide that it shall represent the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of Outstanding Securities of such series from time to time endorsed thereon and that the Rule 144A Global aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by adjustments made on the records Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order. If a Company Order pursuant to Section 303 or Section 304 has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel. The provisions of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered last sentence of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Company delivers to the Trustee as hereinafter provided; provided, however, that upon such deposit through the Security in global form together with written instructions (which need not comply with Section 102 and including need not be accompanied by an Opinion of Counsel) with regard to the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests reduction in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of Securities represented thereby, together with the Regulation S Global Securities may from time to time be increased or decreased written statement contemplated by adjustments made the last sentence of Section 303. Unless otherwise specified as contemplated by Section 301, payment of principal of and any premium and interest on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities any Security in permanent global form shall be issued initially in made by wire transfer to the form Depository therefor or pursuant to such other procedures as shall be prescribed by such Depository, and the Company, the Trustee and any agent of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trusteeshall treat, as custodian for the Depositary all purposes whatsoever, such Depository or its nominee, nominee as hereinafter providedthe Holder of such Security.

Security Forms. Forms GenerallyFORMS GENERALLY. The Securities, the Guarantees Securities and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution of the Securities and GuaranteesSecurities. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate of authentication thereon shall be in substantially the forms set forth in this Article Two, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law or as may, consistently herewith, be determined by the officers executing such Securities and Guarantees, as evidenced by their execution of the Securities and Guarantees. Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security. The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Rule 144A Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, Depositary or its nominee nominee, in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. With respect to any Additional Securities issued subsequent to the date of this Indenture, (1) all references in Section 202 herein and elsewhere in this Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Securities, (2) any references in Section 202 and elsewhere in this Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, Registration Default, and any other term related thereto shall be to such terms as they are defined in such registration rights agreement entered into with respect to such Additional Securities, (3) all time periods described in the Securities with respect to the registration of such Additional Securities shall be as provided in such registration rights agreement entered into with respect to such Additional Securities and (4) all provisions of this Indenture shall be construed and interpreted to permit the issuance of such Additional Securities and to allow such Additional Securities to become fungible and interchangeable with the Initial Securities originally issued under this Indenture.

Security Forms. Forms Generally. The Registered Securities, if any, of each series and the Guarantees Bearer Securities, if any, of each series and related coupons appertaining thereto and the Trustee's certificate certificates of authentication thereon shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and Guaranteescoupons appertaining thereto, if any, as evidenced by their execution of the Securities and Guaranteescoupons appertaining thereto, if any. Any portion If temporary Securities of any series are issued in global form as permitted by Section 304, the form thereof shall be established as provided in the preceding sentence. If the form of Securities of any series and coupons appertaining thereto, if any, is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the text of any Security may be set forth on Company and delivered to the reverse thereof, with an appropriate reference thereto on Trustee at or prior to the face delivery of the SecurityCompany Order contemplated by Section 303 for the authentication and delivery of such Securities (or any such temporary global security) and coupons appertaining thereto, if any. Unless otherwise specified as contemplated by Section 301, Bearer Securities shall have interest coupons appertaining thereto attached. The definitive Securities and coupons appertaining thereto, if any, shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series A Securities offered Section 202. Form of Face of Registered Security. NOBLE AFFILIATES, INC. [Description of Subordinated Debt Securities] No. _________________ $ _________________ NOBLE AFFILIATES, INC., a corporation duly organized and sold in reliance on Rule 144A shall be issued initially in existing under the form laws of one Delaware (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________, or more Rule 144A Global Securitiesregistered assigns, substantially in the form principal sum of ______________________________________ Reference is hereby made to the further provisions of this Security set forth in Section 202on the reverse hereof, deposited upon issuance which further provisions shall for all purposes have the same effect as if set forth at this place. The Indenture includes limitations on the right of the Holder to institute a proceeding, judicial or otherwise, with respect to the TrusteeIndenture, as custodian for the Depositary, registered in the name appointment of the Depositarya receiver or trustee, or its nominee, in each case for credit to an account any other remedy under the Indenture. Unless the certificate of a direct or indirect participant of the Depositary, duly authentication hereon has been executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time referred to time be increased or decreased by adjustments made on the records of reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Trustee, as custodian Indenture or be valid or obligatory for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; provided, however, that upon such deposit through and including the 40th day after the later of the commencement of the Offering and the original issue date of the Securities (such period through and including such 40th day, the "Restricted Period"), all such Securities shall be credited to or through accounts maintained at the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests in the Rule 144A Global Securities in accordance with the transfer and certification requirements described below. The aggregate principal amount of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter providedany purpose.

Security Forms. Forms Generally. The Securities, the Guarantees and the Trustee's certificate Securities of authentication thereon each series shall be in substantially the forms form set forth in this Article TwoArticle, or in such other form as shall be established by or pursuant to a Board Resolution of the Company or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted hereby by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law exchange or as may, consistently herewith, be determined by the officers executing such Securities and GuaranteesSecurities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record of such action shall be certified on behalf of the Company by any member of the Board of Directors or the Secretary or the Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The text of the Guarantee shall be endorsed on the Securities of each series in substantially the form set forth in Section 205, or in the form of such other Guarantee as shall be established by or pursuant to a Board Resolution of the Guarantor and/or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions as are required or permitted by this Indenture and Guaranteesmay have such letters, numbers or other works of identification and such legends and endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the person duly authorized thereto executing such Securities, all as evidenced by such execution. Any portion of If the Guarantee the text of which is to be endorsed on the Securities of any Security may series, is established by action taken pursuant to a Board Resolution of the Guarantor, a copy of an appropriate record of such action shall be certified by any member of the Board of Directors or the Secretary or the Assistant Secretary of the Guarantor and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. The Trustee's certificates of authentication shall be in substantially the form set forth on the reverse thereof, with an appropriate reference thereto on the face of the Securityin this Article. The definitive certificated Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listedmanner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. Initial Series Section 202. Form of Registered Security. [FORM OF FACE OF REGISTERED SECURITY] [Insert any legend required by the Internal Revenue Code and the regulations thereunder.] COCA-COLA HBC FINANCE B.V. with its corporate seat in Amsterdam, The Netherlands [Title of Security] No. ____________ _________________ [Insert Private Placement Legend if required: "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A Securities offered PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) IN A TRANSACTION PURSUANT TO AND IN COMPLIANCE WITH ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES."] [Legend if the Security is a Registrable Security and sold unless otherwise specified as contemplated in reliance Section 301: THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, THE REGISTRATION RIGHTS AGREEMENT, DATED SEPTEMBER --, 2003, AMONG THE COMPANY, THE GUARANTOR AND THE OTHER PARTIES REFERRED TO THEREIN.] COCA-COLA HBC FINANCE B.V., a corporation incorporated under the laws of The Netherlands (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ___________________________________________, or registered assigns, the principal sum of _________________________________ on Rule 144A ________________________________________________ [if the Security is to bear interest prior to Maturity, insert - , and to pay interest thereon from _____________, ___ or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi- annually in arrears on ____________ and ____________ in each year] [annually in arrears on ______________ in each year], commencing ___________, ___, at the rate of ____% per annum, until the principal hereof is paid or made available for payment [if applicable, insert - , provided that any principal and premium, and any such instalment of interest, which is overdue shall bear interest at the rate of __% per annum (to the extent that the payment of such interest shall be issued initially legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand.] The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the form of Person in whose name this Security (or one or more Rule 144A Global Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, substantially which shall be the _______ [or _______] (whether or not a Business Day)[, as the case may be,] next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the form set forth in Section 202, deposited upon issuance with close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, as custodian for the Depositary, registered in the name notice whereof shall be given to Holders of the DepositarySecurities of this series not less than 10 days prior to such Special Record Date, or its nomineebe paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in each case for credit to an account of said Indenture]. [If a direct or indirect participant of the Depositary, duly executed by the Company Registrable Security and authenticated by the Trustee unless otherwise specified as hereinafter provided. The aggregate principal amount of the Rule 144A Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Initial Series A Securities offered and sold in reliance on Regulation S shall be issued in the form of one or more Regulation S Global Securities, substantially in the form set forth contemplated in Section 202301, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary, or its nominee in each case for credit by the Depositary to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided; then insert: provided, however, that upon if (i) a registration statement (the "Exchange Offer Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), registering a security substantially identical to this Security (except that such deposit through and including Security will not contain terms with respect to the 40th day after Special Interest payments described below or legends reflecting transfer restrictions) pursuant to an exchange offer (the later "Exchange Offer") has not been filed or has not become or been declared effective on or before the date on which such registration statement is required to be filed or is required to become or be declared effective pursuant to the Registration Rights Agreement dated as of -- (the commencement of "Registration Rights Agreement"), among the Offering Company, the Guarantor and the original issue other parties referred to therein, or, if applicable, a registration statement registering this Security for resale (a "Shelf Registration Statement") has not become or been declared effective on or before the date of on which such registration statement is required to become or be declared effective pursuant to the Securities Registration Rights Agreement, or (ii) the Exchange Offer has not been completed on or before the date on which such Exchange Offer is required to be completed pursuant to the Registration Rights Agreement, or (iii) any Exchange Offer Registration Statement or the Shelf Registration Statement, if applicable, is filed and declared effective but shall thereafter cease to be effective (except as specifically permitted pursuant to the Registration Rights Agreement) without being succeeded immediately (except as specifically permitted pursuant to the Registration Rights Agreement) by another registration statement filed and declared effective, in each case in Clauses (i) through (iii) upon the terms and conditions set forth in the Registration Rights Agreement (each such event referred to in Clauses (i) through (iii), a "Registration Default" and each period through during which a Registration Default has occurred and including such 40th dayis continuing, the a "Restricted Registration Default Period"), all then interest will accrue (in addition to any stated interest on the Securities) (the "Step-Up") at a per annum rate of --% for such Securities shall be credited Registration Default Period from and including the date on which a Registration Default first occurs to or through accounts maintained at but excluding the Depositary by or on behalf of Euroclear or Clearstream unless exchanged for interests first date (the "Step-Down Date") that no Registration Default is in effect, provided that the maximum aggregate increase in the Rule 144A Global Securities in accordance with the transfer and certification requirements described belowinterest rate will not exceed a per annum rate of --%. The aggregate principal amount Interest accruing as a result of the Regulation S Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided. Series B Securities exchanged for Series A Securities shall be issued initially in the form of one or more Series B Global Securities, substantially in the form set forth in Section 202, deposited upon issuance with the Trustee, as custodian for the Depositary, registered in the name of the Depositary or its nominee, in each case for credit to an account of a direct or indirect participant of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of the Series B Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.the