Gardner Denver, Inc. Exhibit 4.2



Exhibit 4.2











GARDNER DENVER, INC. 




TO 




BNY MIDWEST TRUST COMPANY,




Trustee 








Indenture 




Dated as of _______________ ____, 2003 













SENIOR DEBT SECURITIES 
























CROSS REFERENCE SHEET 



between
The Indenture
and

The Trust Indenture Act of 1939 


	 	  	 	 	 



	Trust Indenture Act Section	 	Indenture Section	 
	§310	 	(a)(1)	 	609	 
	            	 	(a)(2)	 	609	 
	            	 	(a)(3)	 	Not Applicable	 
	            	 	(a)(4)	 	Not Applicable	 
	            	 	(a)(5)	 	609	 
	            	 	(b)	 	608, 610	
	            	 	(c)	 	Not Applicable	 
	       §311	 	(a)	 	Not Applicable	 
	            	 	(b)	 	Not Applicable	 
	            	 	(c)	 	Not Applicable	 
	       §312	 	(a)	 	701, 702(a)	
	            	 	(b)	 	702(b)	
	            	 	(c)	 	702(c)	
	       §313	 	(a)	 	703(a)	
	            	 	(b)	 	703(a)	
	            	 	(c)	 	703(a), 703(b)	
	            	 	(d)	 	703(b)	
	       §314	 	(a)	 	704, 1004	
	            	 	(b)	 	Not Applicable	 
	            	 	(c)(1)	 	102	 
	            	 	(c)(2)	 	102	 
	            	 	(c)(3)	 	Not Applicable	 
	            	 	(d)	 	Not Applicable	 
	            	 	(e)	 	102	 
	            	 	(f)	 	Not Applicable	 
	       §315	 	(a)	 	601(a)	
	            	 	(b)	 	602, 703	
	            	 	(c)	 	601(b)	
	            	 	(d)	 	601(c)	
	            	 	(d)(1)	 	601(a)	
	            	 	(d)(2)	 	601(c)(2)	
	            	 	(d)(3)	 	601(c)(3)	
	            	 	(e)	 	514	 
	       §316	 	(a)(1)(A)	 	502, 512	
	            	 	(a)(1)(B)	 	513	 
	            	 	(a)(2)	 	Not Applicable	 
	            	 	(b)	 	508	 
	            	 	(c)	 	104(e)	
	       §317	 	(a)(1)	 	503	 
	            	 	(a)(2)	 	504	 
	            	 	(b)	 	1003	 
	§318	 	(a)	 	107	 



NOTE: This cross reference sheet shall not, for any purpose, be deemed to be a part of the Indenture.






TABLE OF CONTENTS 


	ARTICLE ONE    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	 	1	 



	Section 101.       Definitions	 	1	 
	Section 102.       Compliance Certificates and Opinions	 	6	 
	Section 103.       Form of Documents Delivered to Trustee	 	7	 
	Section 104.       Acts of Holders	 	7	 
	Section 105.       Notices, Etc., to Trustee and Company	 	8	 
	Section 106.       Notices to Holders; Waiver	 	8	 
	Section 107.       Conflict With Trust Indenture Act	 	8	 
	Section 108.       Effect of Headings and Table of Contents	 	8	 
	Section 109.       Successors and Assigns	 	9	 
	Section 110.       Separability Clause	 	9	 
	Section 111.       Benefits of Indenture	 	9	 
	Section 112.       Governing Law	 	9	 
	Section 113.       Legal Holidays	 	9	 
	Section 114.       Act of Holders When Securities Are Denominated In Different Currencies	 	9	 
	Section 115.       Monies of Different Currencies to Be Segregated	 	9	 
	Section 116.       Payment to Be In Proper Currency	 	10	 




	ARTICLE TWO   SECURITY FORMS	 	10	 




	Section 201.       Forms Generally	 	10	 		 
	Section 202.       Form of Face of Security	 	10	 
	Section 203.       Form of Reverse of Security	 	12	 
	Section 205.       Form of Trustee's Certificate of Authentication	 	14	 
	Section 206.      Form of Conversion Notice	 	15			 




	ARTICLE THREE    THE SECURITIES	 	16	 





	Section 301.       Title and Terms	 	16	 
	Section 302.       Denominations	 	17	 
	Section 303.       Execution, Authentication, Delivery and Dating	 	18	 
	Section 304.       Temporary Securities	 	19	 
	Section 305.       Registration, Registration of Transfer and Exchange	 	19	 
	Section 306.       Mutilated, Destroyed, Lost and Stolen Securities	 	21	 
	Section 307.       Payment of Interest; Interest Rights Preserved	 	22	 
	Section 308.       Persons Deemed Owners	 	23	 
	Section 309.       Cancellation	 	23	 
	Section 310.       Cusip Numbers	 	23	 




	ARTICLE FOUR   SATISFACTION AND DISCHARGE	 	24	 





	Section 401.       Satisfaction and Discharge of Indenture	 	24	 
	Section 402.       Application of Trust Money	 	24	 




	ARTICLE FIVE    REMEDIES	 	25	 





	Section 501.       Events of Default	 	25	 
	Section 502.       Acceleration of Maturity; Rescission and Annulment	 	26	 
	Section 503.       Collection of Indebtedness and Suits For Enforcement By Trustee	 	27	 




i



	Section 504.       Trustee May File Proofs of Claim	 	27	 
	Section 505.       Trustee May Enforce Claims Without Possession of Securities	 	28	 
	Section 506.       Application of Money Collected	 	28	 
	Section 507.       Limitation On Suits	 	29	 
	Section 508.       Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	 	29	 
	Section 509.       Restoration of Rights and Remedies	 	29	 
	Section 510.       Rights and Remedies Cumulative	 	30	 
	Section 511.       Delay or Omission Not Waiver	 	30	 
	Section 512.       Control By Holders	 	30	 
	Section 513.       Waiver of Past Defaults	 	30	 
	Section 514.       Undertaking For Costs	 	30	 
	Section 515.       Waiver of Stay or Extension Laws	 	31	 
	Section 516.       Exemption From Individual Liability	 	31	 




	ARTICLE SIX    THE TRUSTEE	 	31	 




	Section 601.       Certain Duties and Responsibilities	 	31	 
	Section 602.       Notice of Defaults	 	32	 
	Section 603.       Certain Rights of Trustee	 	32	 
	Section 604.       Not Responsible For Recitals or Issuance of Securities	 	33	 
	Section 605.       May Hold Securities	 	34	 
	Section 606.       Money Held In Trust	 	34	 
	Section 607.       Compensation and Reimbursement	 	34	 
	Section 608.       Disqualification; Conflicting Interests	 	34	 
	Section 609.       Corporate Trustee Required; Eligibility	 	34	 
	Section 610.       Resignation and Removal; Appointment of Successor	 	35	 
	Section 611.       Acceptance of Appointment By Successor	 	36	 
	Section 612.       Merger, Conversion, Consolidation or Succession to Business	 	37	 
	Section 613.       Trustee's Application for Instructions from the Company	 	37	 




	ARTICLE SEVEN    HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	 	37	 




	Section 701.       Company to Furnish Trustee Names and Addresses of Holders	 	37	 
	Section 702.       Preservation of Information; Communications to Holders	 	37	 
	Section 703.       Reports By Trustee	 	38	 
	Section 704.       Reports By Company	 	39	 




	ARTICLE EIGHT   CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER	 	39	 





	Section 801.       Company May Consolidate, Etc., Only On Certain Terms	 	39	 
	Section 802.       Successor Corporation Substituted	 	40	 
	Section 803.       Evidence to Be Furnished Trustee	 	40	 




	ARTICLE NINE    SUPPLEMENTAL INDENTURES	 	40	 




	Section 901.      Supplemental Indentures Without Consent of Holders	 	40	 
	Section 902.       Supplemental Indentures With Consent of Holders	 	41	 
	Section 903.       Execution of Supplemental Indentures	 	42	 
	Section 904.       Effect of Supplemental Indentures	 	42	 
	Section 905.       Conformity With Trust Indenture Act	 	42	 
	Section 906.       Reference In Securities to Supplemental Indentures	 	42	 




ii



	ARTICLE TEN    COVENANTS	 	42	 




	Section 1001.     Payment of Principal, Premium and Interest	 	42	 
	Section 1002.     Maintenance of Office or Agency	 	42	 
	Section 1003.     Money For Security Payments to Be Held In Trust; Appointment of Paying Agent	 	43	 
	Section 1004.     Statement As to Default	 	44	 
	Section 1005.     Corporate Existence	 	44	 
	Section 1006.     Limitation Upon Liens	 	44	 
	Section 1007.     Sale-Leaseback Transactions Relating to Principal Plants	 	46	 
	Section 1008.     Limitation Upon Funded Debt of
Restricted Subsidiaries	 	47	 
	Section 1009.     Waiver of Certain Covenants	 	48	 
	Section 1010.     Calculation of Original Issue Discount	 	48	 




	ARTICLE ELEVEN    REDEMPTION OF SECURITIES	 	48	 




	Section 1101.     Right of Redemption	 	48	 
	Section 1102.     Applicability of Article	 	48	 
	Section 1103.     Election to Redeem; Notice to Trustee	 	48	 
	Section 1104.     Selection By Trustee of Securities to Be Redeemed	 	49	 
	Section 1105.     Notice of Redemption	 	49	 
	Section 1106.     Deposit of Redemption Price	 	50	 
	Section 1107.     Securities Payable On Redemption Date	 	50	 
	Section 1108.     Securities Redeemed In Part	 	50	 




	ARTICLE TWELVE    SINKING FUND	 	51	 




	Section 1201.     Sinking Fund Payments	 	51	 
	Section 1202.     Satisfaction of Sinking Fund Payments With Securities	 	51	 
	Section 1203.     Redemption of Securities For Sinking Fund	 	51	 




	ARTICLE THIRTEEN   DEFEASANCE AND COVENANT DEFEASANCE	 	52	 




	Section 1301.     Defeasance	 	52	 
	Section 1302.     Covenant Defeasance	 	52	 
	Section 1303.     Conditions to Defeasance or Covenant Defeasance	 	52	 
	Section 1304.     Application of Funds	 	53	 
	Section 1305.     Reinstatement	 	53	 




	ARTICLE FOURTEEN    CONVERSION OF SECURITIES	 	54	 




	Section 1401.     Applicability of Article	 	54	 
	Section 1402.     Exercise of Conversion Privilege	 	54	 
	Section 1403.     No Fractional Shares	 	55	 
	Section 1404.     Adjustment of Conversion Price	 	55	 
	Section 1405.     Notice of Certain Corporate Actions	 	55	 
	Section 1406.     Reservation of Shares of Common Stock	 	56	 
	Section 1407.     Payment of Certain Taxes Upon Conversion	 	56	 
	Section 1408.     Nonassessability	 	56	 
	Section 1409.     Provision in Case of Consolidation, Merger or Sale of Assets	 	56	 
	Section 1410.     Duties of Trustee Regarding Conversion	 	57	 
	Section 1411.     Repayment of Certain Funds Upon Conversion	 	58	 








iii




        THIS
INDENTURE, dated as of _________________ ____, 2003, is between GARDNER DENVER, INC., a Delaware
corporation (hereinafter called the “Company”) having its principal
office at 1800 Gardner Expressway, Quincy, Illinois 62301, and BNY Midwest Trust Company
(hereinafter called the “Trustee”) having its principal office at 2 North LaSalle Street,
Suite 1020, Chicago, Illinois 60602. 



RECITALS OF THE COMPANY 



        The
Company has duly authorized the execution and delivery of this Indenture to provide for
the issuance from time to time of its unsecured senior notes, debentures or other
evidences of indebtedness (collectively, the “Securities”), to be issued
from time to time in one or more series (a “Series”) as provided in this
Indenture and as shall be provided, in respect of any Series, in or pursuant to the
Authorizing Resolution hereinafter referred to and in the indenture supplemental hereto
(if any) relating to such Series. 



        All
things necessary to make this Indenture a valid agreement of the Company, in accordance
with its terms, have been done. 



      NOW
THEREFORE, THIS INDENTURE WITNESSETH:



        For
and in consideration of the premises and the purchase of the Securities from time to time
by the Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows: 




ARTICLE ONE 
DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION 



Section 101.    Definitions 



        For
all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires: 



          		    (1)       
               the terms defined in this Article have the meanings assigned to them in this
               Article, and include the plural as well as the singular; 



               



          		    (2)       
               all other terms used herein which are defined in the Trust Indenture Act, either
               directly or by reference therein, have the meanings assigned to them therein; 



               



          		    (3)       
               all accounting terms not otherwise defined herein have the meanings assigned to
               them in accordance with generally accepted accounting principles; and 



               



          		    (4)       
               the words “herein,” “hereof,” “hereunder”
               and other words of similar import refer to this Indenture as a whole and not to
               any particular Article, Section or other subdivision. “Act”
               when used with respect to any Holder has the meaning specified in Section 104. 



               


        “Act”
 when used with respect to any Holder has the meaning specified in Section 104.




        “Affiliate”
of any specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. 



        “Authenticating
Agent” means the Trustee or other Person designated by the Company from time to
time, on written notice to the Trustee, to authenticate and deliver Securities of one or
more Series pursuant to Section 303. 



		Exhibit 4.2 





        “Authorizing
Resolution” means a Board Resolution providing for the issuance of a Series of
Securities, which is to be delivered to the Trustee pursuant to Section 303 hereof. 



        “Board
of Directors” means either the board of directors of the Company or any duly
authorized committee of that board. 



        “Board
Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors, or
pursuant to authority granted by the Board of Directors, and to be in full force and
effect on the date of such certification, and delivered to the Trustee. 



        “Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a
day on which banking institutions in the city in which the Corporate Trust Office and the
Paying Agent are located are authorized or obligated by law or executive order to be
closed. 



        “Commission”
means the Securities and Exchange Commission, as from time to time constituted, created
under the Securities Exchange Act of 1934, or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties on such date. 



        “Common
Stock” includes any stock of any class of the Company, which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company and which is not subject to
redemption by the Company; provided, however, subject to the provisions of Section
1409, shares issuable upon conversion of Securities shall include only shares of the class
designated as Common Stock of the Company at the date of this Indenture or shares of any
class or classes resulting from any reclassification or reclassifications thereof and
which have no preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company and which
are not subject to redemption by the Company; provided, further that if at any time
there shall be more than one such resulting class, the shares of each such class then so
issuable shall be substantially in the proportion which the total number of shares of such
class resulting from all such reclassifications bears to the total number of shares of all
such classes resulting from all such reclassifications. 



        “Company”
means the Person named as the “Company” in the first paragraph of this
instrument until a successor corporation shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such
successor corporation. 



        “Company
Request” and “Company Order” mean, respectively, a written
request or order signed in the name of the Company by the Chairman, the President or a
Vice President of the Company (any reference to a Vice President of the Company herein to
be deemed also to include any Vice President of the Company designated by a number or a
word or words added before or after such title), and also by the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary, and delivered to the Trustee and to the Authenticating Agent, if any, in
respect of the Series to which the Company Order shall relate. 



        “Consolidated
Total Assets”  means the consolidated total assets of the Company and its
Subsidiaries. 



        “Corporate
Trust Office” means the principal office of the Trustee at which at any
particular time its corporate trust business shall be administered, which office at the
date of the execution of this Indenture is located at 2 North LaSalle Street, Suite 1020, Chicago, Illinois 60602.



        “Defaulted
Interest” has the meaning specified in Section 307. 



        “Depositary”
means, with respect to any Securities of any Series issuable or issued in whole or in part
in the form of one or more Global Securities, the Person designated as Depositary by the
Company




	2	Exhibit 4.2 





pursuant to Section 301 until a successor Depositary shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
“Depositary” shall mean or include each Person who is then a Depositary
hereunder, and if at any time there is more than one such Person, “Depositary”,
as used with respect to the Securities of any such Series, shall mean or include the
Depositary with respect to the Global Securities of that Series. 



        “Domestic
Subsidiary” means any Subsidiary other than a Subsidiary incorporated, or the
principal place of business of which is located, outside the present fifty states of the
United States of America and the District of Columbia. 



        “Extendible
Securities” means Securities of any Series issued hereunder the final maturity of
which is extendible for a stated period of time, as shall be provided in, or pursuant to,
the Authorizing Resolution and supplemental indenture (if any) relating to such Series. 



        “Event
of Default” has the meaning specified in Section 501. 



        “Funded
Debt” means all indebtedness for money borrowed and indebtedness represented by
notes, debentures and other similar evidences of indebtedness, including purchase money
indebtedness, having a maturity of more than twelve months from the date as of which the
amount thereof is to be determined or having a maturity of less than twelve months but by
its terms being renewable or extendible beyond twelve months from such date at the option
of the borrower, subject only to conditions which the borrower is then capable of
fulfilling, and guarantees of such indebtedness of other Persons; provided, that
Funded Debt shall not include: 



     		     (i)
     Any indebtedness of a Person, evidence of which is held in treasury by such
          Person; or 


          



	  	     (ii)
     Any indebtedness with respect to which there shall have been
          deposited with a depository (or set aside
and segregated by the obligor if permitted by the instrument creating such indebtedness),
in trust, on or prior to maturity, funds sufficient to pay such indebtedness; or 






          		    (iii)       
               Any contingent obligations in respect of indebtedness of other Persons,
               including agreements, contingent or otherwise, with such other Persons or with
               third persons with respect to, or to permit or assure the payment of,
               obligations of such other Persons, including, without limitation, agreements to
               purchase or repurchase obligations of such other persons, agreements to advance
               or supply funds to or to invest in such other Persons, or agreements to pay for
               property, products or services of such other Persons (whether or not conveyed,
               delivered or rendered), and any through-put, take-or-pay, keep-well, make-whole
               or maintenance of working capital or earnings or similar agreements. 



               



        “Global
Security” means a registered Security evidencing all or part of a Series of
Securities, issued to the Depositary for such Series in accordance with Section 303, and
bearing the legend prescribed in Section 303. 



        “Holder”
means a Person in whose name a Security is registered in the Security Register. 



        “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered into
pursuant to the applicable provisions hereof and shall include the forms and terms of
particular Series of Securities established as contemplated hereunder. 



        “Interest”
means, when used with respect to non-interest-bearing Securities, interest payable after
Maturity. 


	3	Exhibit 4.2 






        “Interest
Payment Date” means, for any Series of Securities issued and outstanding
hereunder, the date or dates in each year on which any interest on such Series shall
become due and payable, as therein or herein provided. 



        “Maturity”
when used with respect to any Security means the date on which the principal of such
Security becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration of acceleration, call for redemption or otherwise. 



        “Maturity
Date” means the date specified in each Security on which the principal thereof is
due and payable in full. 



        “Officers’
Certificate” means a certificate signed by the Chairman, the Chief Executive
Officer, the President or any Vice President of the Company (any reference to a Vice
President of the Company to be deemed also to include any Vice President of the Company
designated by a number or a word or words added before or after such title), and also by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. 



        “Opinion
of Counsel” means an opinion in writing signed by legal counsel, who may be an
employee of or of counsel to the Company or other counsel. Each such opinion shall include
the statements provided for in Section 102, if and to the extent required by the
provisions thereof. 



        “Original
Issue Date” means the date on which a Security is issued to the original
purchaser thereof, as specified in such Security. 



        “Original
Issue Discount Securities” means Securities which provide for an amount less than
the principal amount thereof to be due and payable upon a declaration of acceleration of
the maturity thereof pursuant to Section 502. 



        “Outstanding”
when used with respect to Securities, or Securities of any particular Series, means, as of
the date of determination, all such Securities theretofore authenticated and delivered
under this Indenture, except: 



     		    
 (i)     Securities theretofore cancelled by the Trustee or delivered to the Trustee for
          cancellation; 


          



	  	
     (ii)     Securities for whose payment or redemption money in the
          necessary amount has been theretofore deposited
with the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Securities, provided  that, if such Securities are to be
redeemed, notice of such redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made; 






          		
     (iii)     Securities paid pursuant to Section 306; and 



               



          		
     (iv)     
               Securities in exchange for or in lieu of which other Securities have been
               authenticated and delivered pursuant to this Indenture; 



               



provided, however, that in
determining whether the Holders of the requisite principal amount of such Securities
Outstanding have given any request, demand, authorization, direction, notice, consent or
waiver hereunder (a) the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be the amount that would be due
and payable as of the date of determination upon a declaration of acceleration thereof
pursuant to Section 502 and (b) Securities owned by the Company or any other obligor upon
the Securities or any Affiliate of the Company or such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which a Responsible Officer of the Trustee actually
knows to be so




	4	Exhibit 4.2 





 owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor. 



        “Paying
Agent” means, with respect to any Series of Securities, any Person authorized by
the Company to pay the principal of (and premium, if any) or interest on any such
Securities on behalf of the Company. 



        “Person”
means any individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or political
subdivision thereof. 



        “Predecessor
Security” of any particular Security means every previous Security evidencing all
or a portion of the same debt as that evidenced by such particular Security; and, for the
purposes of this definition, any Security authenticated and delivered under Section 306 in
exchange for or in lieu of a lost, destroyed or stolen Security shall be deemed to
evidence the same debt as the lost, destroyed or stolen Security. 



        “Principal
Plant” means any [description of facilities] now owned or hereafter
acquired by the Company or any Domestic Subsidiary, but shall not include any such
facility which the Company shall by Board Resolution have determined is not a Principal
Plant; provided that, at the time of any such determination, all such facilities which
have been so determined not to be Principal Plants, taken together, are not of material
importance to the total business conducted by the Company and its Subsidiaries. Any such
determination shall be effective upon the date specified in the applicable Board
Resolution. Such designation of a facility as a Principal Plant or as excluded from the
definition of Principal Plan may be made at varying times, subject only to the limitation
set forth in the first sentence of this definition. 



        “Redeemable
Securities” means Securities of any Series which may be redeemed, at the option
of the Company, prior to the Stated Maturity thereof, on the terms specified in or
pursuant to the provisions of such Security and the Authorizing Resolution relating to such Series and in accordance with
Article Eleven herein. 



        “Redemption
Date” when used with respect to any Security of any Series to be redeemed means
the date fixed for such redemption by or pursuant to the provisions of such Security, this
Indenture and the Authorizing Resolution and supplemental indenture (if any) relating to
such Security. 



        “Redemption
Price” when used with respect to any Security of any Series to be redeemed means
the price at which it is to be redeemed pursuant to the provisions of such Security, this
Indenture and the Authorizing Resolution and supplemental indenture (if any) relating to
such Security. 



        “Regular
Record Date” means, for the interest payable on any Interest Payment Date in
respect of any Series of Securities, except as provided in, or pursuant to, the
Authorizing Resolution and supplemental indenture (if any) relating thereto, the fifteenth
day (whether or not a Business Day) of the calendar month next preceding the month during
which such Interest Payment Date occurs. 



        “Responsible
Officer” when used with respect to the Trustee or an Authenticating Agent means
any Vice President (whether or not designated by a number or a word or words added before
or after the title “Vice President”), the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, any Senior Trust Officer or Trust
Officer, or any other officer of the Trustee or such Authenticating Agent customarily
performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with the
particular subject. 



        “Restricted
Subsidiary” means (i) any Domestic Subsidiary which owns or operates a Principal
Plant and (ii) any other Subsidiary which the Company, by Board Resolution, shall elect to
be treated as a 


	5	Exhibit 4.2 






Restricted Subsidiary, until such time as the Company may, by further
Board Resolution, elect that such Subsidiary shall no longer be a Restricted Subsidiary,
successive such elections being permitted without restriction. Any such election shall be
effective as of the date specified in the applicable Board Resolution. 



        “Securities”
means the securities of the Company to be issued from time to time hereunder. 



        “Security
Register” and “Security Registrar” have the respective meanings
specified in Section 305. 



        “Series”
means, with respect to Securities issued hereunder, the Securities issued pursuant to any
particular Authorizing Resolution, subject to the right of the Board of Directors to
specify in such Authorizing Resolution that such Securities shall constitute more than one
Series. 



        “Sinking
Fund” means, with respect to any Sinking Fund Securities, a sinking fund provided
for in Article Twelve. 



        “Sinking
Fund Securities” means Securities of any Series which are required to be redeemed
from time to time prior to the Stated Maturity thereof in whole or in part under a Sinking
Fund, on the terms specified in the Authorizing Resolution relating to such Series and in
accordance with Article Twelve herein. 



        “Special
Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 307. 



        “Stated
Maturity” when used with respect to any Security or any installment of interest
thereon means the date specified in such Security as the fixed date on which the principal
of such Security or such installment of interest is due and payable. 



        “Subsidiary”
means any corporation of which more than 50% of the issued and outstanding stock entitled
to vote for the election of directors (otherwise than by reason of default in dividends or
other contingency) is at the time owned directly or indirectly by the Company and/or one
or more Subsidiaries. 



        “Trustee”
means the Person named as the “Trustee” in the first paragraph of this
instrument until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean and
include the Person, or each Person, who is then a Trustee hereunder, and if at any time
there is more than one such Person, “Trustee” as used with respect to the
Securities of any Series shall mean the Trustee with respect to Securities of that Series. 



        “Trust
Indenture Act” or “TIA” means the Trust Indenture Act of 1939,
as amended and as in force at the date as of which this instrument was executed, except as
provided in Section 905. “Unrestricted Subsidiary” means any Subsidiary
which is not a Restricted Subsidiary. 



        “Yield
to Maturity” means, with respect to any Series of Securities, the yield to
maturity thereof, calculated at the time of issuance thereof, or, if applicable, at the
most recent redetermination of interest thereon, and calculated in accordance with
accepted financial practice. 



Section 102.    Compliance
Certificates and Opinions 



        Upon
any application or request by the Company to the Trustee to take any action under any
provision of this Indenture, the Company shall furnish to the Trustee an Officers’
Certificate stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or opinion
need be furnished.




	6	Exhibit 4.2 






        Every
certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than certificates provided pursuant to Section 1004) shall
include: 



          		
     (1)     
               a statement that each individual signing such certificate or opinion has read
               such covenant or condition and the definitions herein relating thereto; 



               



          		
     (2)     
               a brief statement as to the nature and scope of the examination or investigation
               upon which the statements or opinions contained in such certificate or opinion
               are based; 



               



          		
     (3)     
               a statement that, in the opinion of each such individual, he has made such
               examination or investigation as is necessary to enable him to express an
               informed opinion as to whether or not such covenant or condition has been
               complied with; and 



               



          		
     (4)     
               a statement as to whether, in the opinion of each such individual, such
               condition or covenant has been complied with. 



               



Section 103.    Form of
Documents Delivered to Trustee 



        In
any case where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified by, or
covered by the opinion of, only one such Person, or that they be so certified or covered
by only one document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any such Person
may certify or give an opinion as to such matters in one or several documents. 



        Any
certificate or opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to the matters upon which his
certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Company, stating that the information
with respect to such factual matters is in the possession of the Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous. 



        Where
any Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument. 



Section 104.    Acts of
Holders 



         
    (a)   Any request, demand, authorization, direction, notice, consent, waiver, vote or
          other action provided by this Indenture to be given or taken by Holders may be
          embodied in and evidenced by one or more instruments of substantially similar
          tenor signed by such Holders in person or by agent duly appointed in writing;
          and, except as herein otherwise expressly provided, such action shall become
          effective when such instrument or instruments are delivered to the Trustee, and,
          where it is hereby expressly required, to the Company. Such instrument or
          instruments (and the action embodied therein and evidenced thereby) are herein
          sometimes referred to as the “Act” of the Holders signing such
          instrument or instruments. Proof of execution of any such instrument or of a
          writing appointing any such agent shall be sufficient for any purpose of this
          Indenture and (subject to Section 601) conclusive in favor of the Trustee and
          the Company, if made in the manner provided in this Section. 



         
    (b)   
          The fact and date of the execution by any Person of any such instrument or
          writing may be proved in any reasonable manner which the Trustee deems
          sufficient and in accordance with such reasonable rules as the Trustee may
          determine. 



             
(c)   The ownership of Securities shall be proved by the Security Register. 


	7	Exhibit 4.2 







         
    (d)   
          Any request, demand, authorization, direction, notice, consent, waiver or other
          action by the Holder of any Security shall bind the Holder of every Security
          issued upon the registration of transfer thereof or in exchange therefor or in
          lieu thereof, in respect of anything done, omitted or suffered to be done by the
          Trustee or the Company in reliance thereon, whether or not notation of such
          action is made upon such Security. 



         
    (e)   
          The record date for determining which Holders may act hereunder is the later of
          the 30th day prior to the first solicitation of Holders relating to such act or
          the date of the most recent list of Holders furnished to the Trustee pursuant to
          Section 701 prior to such first solicitation, provided, that so long as the
          Trustee is the Security Registrar, such record date shall be the 30th day prior
          to such first solicitation. 



Section 105.    Notices,
Etc., to Trustee and Company 



        Except
as provided in Section 501, any request, demand, authorization, direction, notice,
consent, or waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 



          		    (1)       
               the Trustee by any Holder or by the Company shall be sufficient for every
               purpose hereunder if made, given, furnished or filed in writing (by original or
               facsimile copy) to or with the Trustee at its Corporate Trust Office, or 



               



          		    (2)       
               the Company by the Trustee or by any Holder shall be sufficient for every
               purpose hereunder (except as provided in Section 501 (4)), if in writing and
               mailed, first class postage prepaid, to the Company, to the attention of the
               Secretary, and a copy thereof to the attention of the Treasurer, addressed to it
               at the address of the principal office of the Company specified in the first
               paragraph of this instrument or at such other address as shall have been
               furnished in writing to the Trustee by the Company for this purpose. 



               



Section 106.    Notices to
Holders; Waiver 



        Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at his address as it
appears on the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any manner,
such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers
of notice by Holders shall be filed with the Trustee, but such filing shall not be a
condition precedent to the validity of any action taken in reliance upon such waiver. 



        In
case by reason of the suspension of regular mail service or by reason of any other cause
it shall be impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. 



Section 107.    Conflict
With Trust Indenture Act 



        If
any provision hereof limits, qualifies or conflicts with another provision which is
required or deemed to be included in this Indenture by any of the provisions of TIA, such
provision so required or deemed to be included herein shall control. 




Section 108.    Effect of
Headings and Table of Contents 



        The
Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof. 


	8	Exhibit 4.2 






Section 109.    Successors
and Assigns 



        All
covenants and agreements in this Indenture by the Company shall bind its successors and
assigns, whether so expressed or not. 



Section 110.   Separability Clause 



        In
case any provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby. 



Section 111.    Benefits of
Indenture 



        Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person,
other than the parties hereto, any Paying Agent and their successors hereunder and the
Holders of Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture. 



Section 112.    Governing
Law 



        This
Indenture shall be construed in accordance with and governed by the laws of the State of
New York, without regard to principles of conflicts of laws. 



Section 113.    Legal
Holidays 



        In
any case where any Interest Payment Date, Redemption Date, Stated Maturity of any
Security, or the last date on which a Holder has the right to convert a Security at a
particular conversion price, or any date on which any Defaulted Interest is proposed to be
paid, shall not be a Business Day, then (notwithstanding any other provision of this
Indenture or of the Securities) payment of interest or principal (and premium, if any) or,
if applicable to a particular series of Securities, conversion, need not be made on such
date, but may be made on the next succeeding Business Day with the same force and effect
as if made on the Interest Payment Date or Redemption Date, at the Stated Maturity, or on
the last day for such conversion, or on the date on which the Defaulted Interest is
proposed to be paid, and no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity or on the last day for such
conversion, or date for the payment of Defaulted Interest, as the case may be. 



Section 114.    Act of
Holders When Securities Are Denominated In Different Currencies 



        Whenever
any action or Act is to be taken hereunder by the Holders of two or more Series of
Securities denominated in different currencies, then, for the purposes of determining the
principal amount of Securities held by such Holders, the aggregate principal amount of the
Securities denominated in a currency other than United States dollars shall be deemed to
be that amount of United States dollars that could be obtained for such principal amount
on the basis of the spot rate of exchange for such currency as determined by the Company
or by an authorized exchange rate agent and evidenced to the Trustee by an Officers’
Certificate as of the date the taking of such action or Act by the Holders of the
requisite percentage in principal amount of the Securities is evidenced to the Trustee. An
exchange rate  agent may be authorized in advance or from time to time by the Company, and
may be the Trustee or its Affiliate. Any such determination by the Company or by any such
exchange rate agent shall be conclusive and binding on all Holders and the Trustee, and
neither the Company nor such exchange rate agent shall be liable therefor in the absence
of bad faith.



Section 115.    Monies of
Different Currencies to Be Segregated 



        The
Trustee shall segregate monies, funds, and accounts held by the Trustee hereunder in one
currency from any monies, funds or accounts in any other currencies, notwithstanding any
provision herein which would otherwise permit the Trustee to commingle such amounts. 


	9	Exhibit 4.2 








Section 116.    Payment to
Be In Proper Currency 



        Each
reference in any Security, or in the Authorizing Resolution relating thereto, to any
currency shall be of the essence. In the case of any Security denominated in any currency
(the “Required Currency”) other than United States dollars, except as
otherwise provided therein or in the related Authorizing Resolution, the obligation of the
Company to make any payment of principal, premium or interest thereon shall not be
discharged or satisfied by any tender by the Company, or recovery by the Trustee, in any
currency other than the Required Currency, except to the extent that such tender or
recovery shall result in the Trustee timely holding the full amount of the Required
Currency then due and payable. If any such tender or recovery is in a currency other than
the Required Currency, the Trustee may exchange such currency for the Required Currency.
The costs and risks of any such exchange, including without limitation the risks of delay
and exchange rate fluctuation, shall be borne by the Company, the Company shall remain
fully liable for any shortfall or delinquency in the full amount of Required Currency then
due and payable, and in no circumstances shall the Trustee be liable therefor. The Company
hereby waives any defense of payment based upon any such tender or recovery which is not
in the Required Currency, or which, when exchanged for the Required Currency by the
Trustee, is less than the full amount of Required Currency then due and payable. 




ARTICLE TWO
SECURITY FORMS 



Section 201.    Forms
Generally 



        The
Securities of each Series and the certificate of authentication thereon shall be in
substantially the forms set forth in this Article or in such other forms, including the
form of one or more Global Securities, as shall be specified in, or pursuant to, the
Authorizing Resolution or in the indenture supplemental hereto (if any) relating to such
Series, with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture or the said Authorizing Resolution or
supplemental indenture, and they 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, or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their execution of
the Securities. 



        The
definitive Securities of each Series 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, or, if they shall not be listed on any securities exchange, in
any other manner consistent herewith, all as shall be determined by the officers executing
such Securities, as evidenced by their execution of such Securities. 



Section 202.    Form of
Face of Security 



        [The
following is to be included if the Security is an Original Issue Discount Security:] 





        [FOR PURPOSES OF SECTION 1273 OF THE UNITED  STATES  INTERNAL  REVENUE CODE OF 1986, AS AMENDED,  THE ISSUE PRICE OF THIS SECURITY
IS    % OF ITS PRINCIPAL AMOUNT AND ITS ISSUE DATE IS      ,    ]



	  	GARDNER DENVER, INC.
[title of Security]  	CUSIP NO. ______ 




	Rate of Interest 	Maturity Date 	Original Issue Date
	..................... 	  	No .................      




	10	Exhibit 4.2





        GARDNER DENVER,  INC., a Delaware  corporation  (hereinafter 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 sum of





on the Maturity Date shown above, and
to pay interest thereon, at the annual rate of interest shown above, from the Original
Issue Date shown above or from the most recent Interest Payment Date (as hereinafter
defined) to which interest has been paid or duly provided for, payable semi-annually on
and _________ of each year and at maturity (an “Interest Payment Date”),
commencing on the first such date after the Original Issue Date, except that if the
Original Issue Date is on or after a Regular Record Date (which term, as well as all other
capitalized terms used herein, shall have the meanings assigned in the Indenture referred
to on the reverse hereof unless otherwise indicated) but before the next Interest Payment
Date, interest payments will commence on the second Interest Payment Date following the
Original Issue Date. 



[provision
specifying the manner in which interest shall be calculated]
[reference to
currency[ies] of payment and currency exchange arrangements, if applicable] 



        The
interest payable hereon, 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
[name of Security] (or one or more Predecessor [name of Series]) is
registered at the close of business on the Regular Record Date for such interest, which
shall be the fifteenth day of the calendar month (whether or not a Business Day) next
preceding such Interest Payment Date. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on such Regular
Record Date, and may be paid to the Person in whose name this [name of Security]
(or one or more Predecessor [name of Series]) 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 [name of Series] not
less than 10 days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities exchange on
which the [name of Series] may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in such Indenture. Payment of the principal
of (and premium, if any) and interest on this [name of Security] will be made at
the office or agency of the Company maintained for that purpose in [The Borough of
Manhattan, The City of New York or other place of payment], in [reference to
United States dollars or other currency of payment]; provided, however, that payment
of interest, other than interest due on a Maturity Date, may be made at the option of the
Company by check mailed to the address of the Person entitled thereto as such address
shall appear on the Security Register. [Include the following, if applicable:]
Payments on the Maturity Date will be made in immediately available funds against
presentment of this [name of Security]. 





        Reference
is hereby made to the further provisions of this [name of 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 authentication hereon has been executed by _____________________, the
Trustee under the Indenture, or its successor thereunder, or by another Authenticating
Agent appointed pursuant to the Indenture, by the manual signature of one of its
authorized signatories this [name of Security] shall not be entitled to any benefit
under the Indenture, nor be valid or obligatory for any purpose. 


	11	Exhibit 4.2 





        In
Witness Whereof, the Company has caused this instrument to be duly executed. 



Dated
________________________ 


	  	GARDNER DENVER, INC. 




	  	By: 	 

	  		[title of Company Officer] 






Attest: 



_________________ 



      [Assistant]
Secretary 



Section 203.    Form of
Reverse of Security 



        This
[name of Security] is one of a duly authorized issue of [name of Securities] of
the Company designated as its [title of Series] (herein called the “[name
of Series]”), issued and to be issued under a Senior Indenture dated as of
_________, 2003 (herein called the “Indenture”), between the Company and
____________________, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and under [reference to
Authorizing Resolution and/or supplemental indenture relating to the Series] to which
Indenture, [reference to Authorizing Resolution and/or supplemental indenture] and
all [further] indentures supplemental thereto reference is hereby made for the
definition of certain terms used herein, for a statement of the respective rights
thereunder of the Company, the Trustee and the Holders of the [name of Series], and
for the terms upon which the [name of Series] are, and are to be, authenticated and
delivered. This [name of Series] is one of a series of securities issued or to be
issued by the Company under the Indenture, limited in aggregate principal amount to
_________. The Indenture provides that the Securities of the Company referred to therein
(“Securities”), including the [name of Series], may be issued in
one or more Series, which different Series may be issued in such principal amounts and on
such terms (including, but not limited to, terms relating to interest rate or rates,
provisions for determining such interest rate or rates and adjustments thereto, maturity,
redemption (optional and mandatory), sinking fund, covenants and Events of Default) as may
be provided in or pursuant to the Authorizing Resolutions (as defined in the Indenture)
relating to the several Series. 



        [The
following to be included if the Securities are not redeemable prior to maturity.] 



        This [name
of Security] may not be redeemed prior to its Maturity Date. 



        [The
following paragraph, or other appropriate redemption provisions, to be included if the
Securities are Redeemable Securities:] 




        The
[name of Series] are subject to redemption upon not less than 30 nor more than 60
days’ notice by mail, [the following clause to be included if there is a Sinking
Fund:] [(1) on [annual Sinking Fund Redemption Date] in each year commencing with the year
[year of first Sinking Fund payment] through operation of the Sinking Fund at a Redemption
Price equal to their principal amount and (2)] [at any time] in whole or in part, at the
election of the Company at a Redemption Price equal to the percentage set forth below of
the principal amount to be redeemed for the respective twelve-month periods beginning []
of the years indicated: 




      [Schedule
of Redemption Prices]


	12	Exhibit 4.2 





        and
thereafter at 100% of the principal amount thereof, together in each case with accrued
interest to the Redemption Date. 



        [The
following paragraph, or other appropriate Sinking Fund provision, to be included if there
is a Sinking Fund for the Series:] 



        The
Sinking Fund provides for the redemption on [first Sinking Fund Redemption Date] and on
[annual Sinking Fund Redemption Date] in each year thereafter through [year of final
Sinking Fund date] of not less than [minimum required Sinking Fund redemption amount]
principal amount nor more than [maximum permitted Sinking Fund redemption amount]
principal amount of [name of Series]. [name of Series] purchased, acquired or redeemed by
the Company otherwise than by redemption through the Sinking Fund may be credited against
subsequent Sinking Fund requirements. 



        [The
following paragraph to be included if the Securities are Redeemable Securities or Sinking
Fund Securities:] 



        In
the event of redemption of this [name of Security] in part only, a new [name of Security]
or [name of Series] for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof. 



        [The
following paragraph to be included if the Securities are not Original Issue Discount
Securities:] 



        If
an Event of Default, as defined in the Indenture and in the Authorizing Resolution and
supplemental indenture (if any) relating to the [name of Series] (if there shall be any
additional Events of Default specified in respect of the [name of Series]), shall occur
and be continuing, the principal of all the [name of Series] may be declared due and
payable in the manner and with the effect provided in the Indenture. 



        [If
the Securities are Original Issue Discount Securities, insert schedule as to amounts which
are payable on acceleration under Section 502 and provable in bankruptcy under Section
504(i) from time to time.] 



        [The
following paragraph to be included if the Securities are convertible:] 



        The
[name of Security] are convertible into fully paid and nonassessable shares of Common
Stock of the Company, to the extent and in the manner set forth in the Indenture, at the
conversion rate of [conversion rate] per $1,000 principal amount of [name of Security],
subject to adjustment, upon submission to the Company of such [name of Security] and a
fully executed notice of conversion. 



        The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the
Holders of the [name of Series] under the Indenture at any time by the Company with the
consent of the Holders of a majority in aggregate principal amount of the Securities
affected thereby, voting as a single class (which may include the [name of Series]), at
the time Outstanding, as defined in the Indenture. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of the
Securities at the time Outstanding to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this [name of Security] shall be
conclusive and binding upon such Holder and upon all future Holders of this [name of
Security] and of any [name of Security] issued on transfer hereof or in exchange herefor
or in lieu hereof whether or not notation of such consent or waiver is made upon this
[name of Security]. 






        No
reference herein to the Indenture and no provision of this [name of Security] or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on this [name of
Security] at the times, place, and rate, and in the currency, herein prescribed. 


	13	Exhibit 4.2 





        As
provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this [name of Security] is registrable on the Security Register of the
Company, upon surrender of this [name of Security] for registration of transfer at the
office or agency of the Company provided for that purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and
the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new [name of Series], of authorized denominations
and for the same aggregate principal amount, will be issued to the designated transferee
or transferees. 



        The
[name of Series] are issuable only as registered [name of Series] without coupons in
denominations of [currency and minimum denomination] and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth, [name of
Series] are exchangeable for a like aggregate principal amount of [name of Series] of a
different authorized denomination, as requested by the Holder surrendering the same. 



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



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



      [Reference
to Foreign Currencies]



        No
recourse shall be had for the payment of the principal of (or premium, if any) or the
interest on this [name of Security], or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof and as part of the
consideration for the issue hereof, expressly waived and released. 



        The
Indenture and this Security shall be governed by and construed in accordance with the laws
of the State of New York. 



Section 204.    Form of
Legend for Global Securities 



        Unless
otherwise specified as contemplated by Section 301 for the Securities evidenced thereby,
every Global Security authenticated and delivered hereunder shall bear a legend in
substantially the following form: 




	  	
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT
BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE. 





	14	Exhibit 4.2 





Section 205.    Form of
Trustee’s Certificate of Authentication 



        This
is one of the [name of Series] referred to in the within-mentioned Indenture. 




Dated
________________________ 


	  	_________________, as Trustee

[reference to Authenticating Agent, if any] 




	  	By: 	 

	  	 	Authorized Signatory 






Section 206.    Form of
Conversion Notice 



        Conversion
notices shall be in substantially the following form: 



To Gardner Denver, Inc.: 



        The
undersigned owner of this Security hereby irrevocably exercises the option to convert this
Security, or portion hereof (which is $1,000 or an integral multiple thereof) below
designated, into shares of Common Stock of the Company in accordance with the terms of the
Indenture referred to in this Security, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for fractional shares
and any Securities representing any unconverted principal amount hereof, be issued and
delivered to the registered holder hereof unless a different name has been indicated
below. If this notice is being delivered on a date after the close of business on a
Regular Record Date and prior to the opening of business on the related Interest Payment
Date (unless this Security or the portion thereof being converted has been called for
redemption on a Redemption Date during the period beginning at the close of business on a
Regular Record Date and ending at the opening of business on the first Business Day after
the next succeeding Interest Payment Date, or if such Interest Payment Date is not a
Business Day, the second such Business Day), this notice is accompanied by payment, in
funds acceptable to the Company, of an amount equal to the interest payable on such
Interest Payment Date of the principal of this Security to be converted. If shares are to
be issued in the name of a person other than the undersigned, the undersigned will pay all
transfer taxes payable with respect hereto. Any amount required to be paid by the
undersigned on account of interest accompanies this Security. 



Principal Amount to be
Converted 
(in an integral
multiple of $1,000, if less than all) 




U.S. $_____________ 



Dated: ______________ 



     		
         Signature(s) must be guaranteed by an eligible guarantor institution (banks, stock brokers,
          savings and loan associations and credit unions with membership in an approved
          signature guarantee medallion program) pursuant to Securities and Exchange
          Commission Rule 17Ad-15. 


          



     


	 	Signature Guaranty 






	15	Exhibit 4.2 





        Fill
in for registration of shares of Common Stock and Security if to be issued otherwise than
to the registered Holder. 


	 
	
 
	(Name) 	Social Security or Other Taxpayer
Identification Number




	 
	 
	(Address)	 




	 
	 
	Please print Name and Address

(including zip code number)	





[The above conversion notice is to be
modified, as appropriate, for conversion into other securities or property of the
Company.] 




ARTICLE THREE 
THE SECURITIES 



Section 301.    Title and
Terms 



        The
aggregate principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited. 



        The
Securities may be issued in one or more Series. The terms of each Series shall be as
provided in an Authorizing Resolution or supplemental indenture or shall be determined in
the manner specified therein. The Securities constitute “Designated Senior
Indebtedness” as such term is defined in the Subordinated Indenture, dated
__________, 2003, between the Company and BNY Midwest Trust Company. The terms to be specified
in respect of each Series in the Authorizing Resolution or supplemental indenture, or by
such person and/or procedures as shall be provided therein, shall include the following: 



          		
        (1)   
               The title of the Securities (including Cusip numbers, if available), of such
               Series, which shall distinguish such Series from all other Series; 



               



          		
        (2)   
               The aggregate principal amount of the Securities of such Series which may be
               authenticated and delivered under this Indenture (except for Securities of such
               Series authenticated and delivered upon transfer of, or in exchange for, or in
               lieu of, other Securities pursuant to Section 304, 305, 306, 906 or 1108, or
               additional Securities of such Series which may be authorized as described in
               paragraph 14 below ); 



               




          		
        (3)   
               The date or dates on which the principal and premium, if any, of the Securities
               of such Series is payable, and, if the Series shall be Extendible Securities,
               the terms on which the Company or any other Person shall have the option to
               extend the Maturity of such Securities and the rights, if any, of the Holders to
               require payment of the Securities; 



               



          		
        (4)   
               The rate or rates at which the Securities of such Series shall bear interest, if
               any (whether floating or fixed), the provisions, if any, for determining such
               interest rate or rates and adjustments thereto, the date or dates from which
               such interest shall accrue, the Interest Payment Dates therefor and the Regular
               Record Dates (if different from those provided in the form of Security herein
               set forth) for the determination of Holders of the Securities of such Series to
               whom interest is payable; 



               



	16	Exhibit 4.2 





          		
        (5)   
               The place or places where the principal of, or premium, if any, and interest on
               Securities of such Series shall be payable (if other than as provided in Section
               1002); 



               



          		
        (6)   
               The price or prices at which, the period or periods within which and the terms
               and conditions upon which the Securities of such Series may be redeemed, in
               whole or in part, at the option of the Company, pursuant to a Sinking Fund or
               otherwise; 



               



          		
        (7)   
               The obligation, if any, of the Company to redeem, purchase or repay Securities
               of such Series, in whole or in part, pursuant to a Sinking Fund or otherwise or
               at the option of a Holder thereof, and the price or prices at which, the period
               or periods within which and the terms and conditions upon which such redemption,
               purchase or repayment shall be made; 



               



          		
        (8)   
               Any Events of Default with respect to the Securities of such Series which may be
               in addition to those provided herein, and any covenants or obligations of the
               Company to the Holders of the Securities of such Series in addition to those set
               forth herein; 



               



          		
        (9)   
               If less than 100% of the principal amount of the Securities of such Series is
               payable on acceleration under Section 502 or provable in bankruptcy under
               Section 504(i) at any time, a schedule of or the manner of computing the amounts
               which are so payable and provable from time to time; 



               



          		
        (10)   
               The form of the Securities of such Series (which may be, but which need not be,
               consistent with the form set forth in Article Two hereof), including whether the
               Securities of the Series shall be issued in whole or in part in the form of one
               or more Global Securities and, in such case, the Depositary or Depositaries for
               such Global Security or Securities; 



               



          		
        (11)   
               If other than United States dollars, the currency(ies) in which payment of the
               principal of (and premium, if any) or interest, if any, on the Securities of
               that Series shall be payable; 



               



          		
        (12)   
               If the principal of (and premium, if any) or interest, if any, on the Securities
               of that Series are to be payable, at the election of the Company or a Holder
               thereof, in a currency or currencies other than that in which the Securities are
               stated to be payable, the period or periods within which, and the terms and
               conditions upon which, such election may be made; 



               



          		
        (13)   
               If the amount of payments of principal of (and premium, if any) or interest, if
               any, on the Securities of the Series may be determined with reference to a
               currency, currency unit, commodity or financial or non-financial index or
               indices, the manner in which such amounts shall be determined; 



               



          		
        (14)   
               Whether additional Securities may be authenticated and delivered under the
               Indenture which shall constitute a part of the same Series (in which event, such
               additional Securities shall have the same interest date, the same date from
               which interest accrues, the 



               



          		
same maturity date and the same “Cusip”
               numbers (if any), and which shall otherwise have the same payment terms as the
               Securities initially issued as such Series; 



               




          		
        (15)   
               If applicable, the terms of any right to convert Securities of the series into
               shares of Common Stock of the Company or other securities or property; and 



               



          		
        (16)   
               Any other or different terms of the Securities of such Series. 





        All
Securities of any one Series shall be substantially identical in form except as to
denomination and except as may be otherwise provided in and pursuant to the Authorizing
Resolutions or supplemental indenture (if any) relating thereto. 



Section 302.   Denominations 



        Unless
otherwise provided by Section 301 in connection with the issuance of Global Securities,
the Securities of each Series may be issued only in registered form without coupons in
denominations of 


	17	Exhibit 4.2 





$1,000 and any integral multiple thereof, or in such other currencies or
denominations as may be specified in, or pursuant to, the Authorizing Resolution relating
to the Series. 




Section 303.    Execution,
Authentication, Delivery and Dating 



        The
Securities shall be executed on behalf of the Company by its Chairman, its Chief Executive
Officer, its President or one of its Vice and attested by its Secretary or one of its
Assistant Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. 



        Securities
bearing the manual or facsimile signatures of individuals who were at any time the proper
officers of the Company shall bind the Company notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and delivery of
such Securities or did not hold such offices at the date of such Securities. 



        At
any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any Series executed by the Company to the Authenticating
Agent, together with a Company Order for the authentication and delivery of such
Securities. The Company Order may provide that the Securities which are the subject
thereof shall be authenticated and delivered by the Authenticating Agent upon the
telephonic, written or other order of Persons designated in the Company Order, and that
such Persons are authorized to specify the terms and conditions of such Securities, to the
extent permitted by the Authorizing Resolution relating thereto. The Trustee shall execute
and deliver the supplemental indenture (if any) relating to said Securities and the
Authenticating Agent shall authenticate and make available for delivery said Securities as
specified in such Company Order; provided, that, prior to authentication and
delivery of the first Securities of any Series, the Trustee and the Authenticating Agent
shall have received: 



          		
        (1)   
               A copy of the Authorizing Resolution, with a copy of the form of Security
               approved thereby attached thereto; 



               



          		
        (2)   
               A supplemental indenture in respect of the issuance of the Series, if called for
               by the terms of the Authorizing Resolution in respect thereof, executed on
               behalf of the Company; 



               



          		
        (3)   
               An Officers’ Certificate to the effect that the Securities of such Series
               comply or will comply with the requirements of this Indenture and the said
               Authorizing Resolution and supplemental indenture (if any); 



               



          		
        (4)   
               An Opinion of Counsel (a) to the effect that (i) the Securities of such Series,
               the Authorizing Resolution and the supplemental indenture (if any) relating
               thereto comply or will comply with the requirements of this Indenture, (ii) the
               Securities of such Series, when authenticated and delivered by the
               Authenticating Agent in accordance with the said Company Order, will constitute
               valid and binding obligations of the Company enforceable in accordance with
               their terms, subject to (A) bankruptcy and other laws affecting creditors’
               rights generally as in effect from time to time, (B) limitations of generally
               applicable equitable principles and (C) other exceptions as are necessary; and
               (b) relating to such other matters as may reasonably be requested by the Trustee
               or its counsel; and 



               



          		
        (5)   
               If the Securities to be issued are Original Issue Discount Securities, an
               Officers’ Certificate setting forth the Yield to Maturity for the
               Securities or other information sufficient to compute amounts due on
               acceleration, or specifying the manner in which such amounts are to be
               determined, provided that such Yield to Maturity and other facts are not
               specified in the form of the Securities. 



               




        If
the Company shall establish pursuant to Section 301 that the Securities of a Series are to
be issued in whole or in part in the form of one or more Global Securities, then the
Company shall execute and the Authenticating Agent shall, in accordance with this Section
and the Company Order with respect to such Series, authenticate and make available for
delivery one or more Global Securities in temporary or permanent form that (i) shall
represent and shall be denominated in an aggregate amount equal to the aggregate principal
amount of the Outstanding Securities of such Series to be represented by one or more 


	18	Exhibit 4.2 





Global Securities, (ii) shall be registered in the name of the Depositary for such Global
Security of Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary’s instruction and (iv)
shall bear a legend substantially to the following effect: “Unless and until it is
exchanged in whole or in part for Securities in definitive registered form, this Security
may not be transferred except as a whole by the Depositary to the nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee
of such successor Depositary.” 




        Each
Depositary designated pursuant to Section 301 for a Global Security in registered form
must, at the time of its designation and at all times while it serves as Depositary, be a
clearing agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation. 



        Subject
to Section 601 hereof, the Authenticating Agent and the Trustee shall be fully protected
in relying upon the documents delivered to it as provided above in connection with the
issuance of any Series of Securities. 



        The
Authenticating Agent shall have the right to decline to authenticate and deliver any
Securities under this Section if the Authenticating Agent, being advised by counsel,
determines that such action may not lawfully be taken or if the Authenticating Agent in
good faith by a committee of its Responsible Officers shall determine that such action
would expose the Authenticating Agent to liability to Holders of previously issued and
Outstanding Securities. 



        Each
Security shall be dated the date of its authentication unless otherwise specified in the
Authorizing Resolution relating thereto. 



        No
Security shall be entitled to any benefit under this Indenture, or be valid or obligatory
for any purpose, unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Authenticating Agent by the
manual signature of one of its authorized signatories, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. 



Section 304.    Temporary
Securities 



        Pending
the preparation of definitive Securities of any Series, the Company may execute, and upon
compliance with the requirements of Section 303 the Authenticating Agent shall
authenticate and make available for delivery temporary Securities, which may be printed,
lithographed, typewritten, photocopied or otherwise produced, in any denomination,
substantially of the tenor of the definitive Securities in lieu of which they are issued
and with such appropriate insertions, omissions, substitutions and other variations as
may, consistently herewith, be determined by the officers executing such Securities, as
evidenced by their execution of such Securities.





        If
temporary Securities of any Series are issued, the Company shall thereafter cause
definitive Securities for such Series to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be exchangeable for
definitive Securities upon surrender of the temporary Securities, at the office or agency
of the Company provided for that purpose, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities the Company shall execute and the
Authenticating Agent shall authenticate and make available for delivery in exchange
therefor a like principal amount of definitive Securities of authorized denominations.
Until so exchanged, the temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities. 



Section 305.   Registration, Registration of Transfer and Exchange 



        The
Company shall cause to be kept a register at one of its offices or agencies maintained
pursuant to Section 1002 (herein referred to as the “Security Register”)
in which, subject to such reasonable regulations as the Company may prescribe, the
Company shall provide for the registration of Securities



	19	Exhibit 4.2 





and the registration of transfers
of Securities. At all reasonable times the Security Register shall be open for inspection
by the Trustee. The Security Register shall be kept at the said office or agency, and said
office or agency is hereby initially appointed “Security Registrar” for
the purpose of registering Securities and transfers of Securities as herein provided. If
the Security Registrar shall not be the Authenticating Agent in respect of any Series, the
Company shall promptly notify the Security Registrar as to the amounts and terms of each
Security of such Series which shall be authenticated and delivered hereunder, and as to
the names in which such Securities shall be registered. 



        Upon
surrender for registration of transfer of any Security at the office or agency of the
Company provided for that purpose, the Company shall execute, and the Authenticating Agent
shall authenticate and make available for delivery in the name of the designated
transferee or transferees, one or more new Securities of the same Series and Stated
Maturity of a like aggregate principal amount. 



        Notwithstanding
any other provision of this Section, unless and until it is exchanged in whole or in part
for Securities in definitive form, a Global Security representing all or a portion of the
Securities of a Series may not be transferred except as a whole by the Depositary for such
Series or to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary for such Series or a nominee of such successor Depositary. 



        At
the option of the Holder, Securities of any Series (other than a Global Security, except
as set forth below) may be exchanged for other Securities of the same Series of any
authorized denominations, of a like aggregate principal amount, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Authenticating Agent shall
authenticate and make available for delivery, the Securities which the Holder making the
exchange is entitled to receive. 



        If
at any time the Depositary for any Securities of a Series notifies the Company that it is
unwilling or unable to continue as Depositary for the Securities of such Series or if at
any time the Depositary for the Securities of such Series shall no longer be eligible
under Section 303, the Company shall appoint a successor Depositary eligible under Section
303, with respect to the Securities of such Series. If a successor Depositary eligible
under Section 303 for the Securities of such Series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company’s election pursuant to Section 301(10) that the Securities of such Series be
represented by one or more Global Securities shall no longer be effective with respect to
the Securities of such Series and the Company shall execute and the Authenticating Agent,
upon receipt of a Company Order for the authentication and delivery of definitive
Securities of such Series, shall authenticate and make available for delivery, Securities
of such Series in definitive form in an aggregate principal amount equal to the principal
amount of the Global Security or Securities representing such Series in exchange for such
Global Security or Securities. 




        The
Company may at any time and in its sole discretion determine that the Securities of any
Series issued in the form of one or more Global Securities shall no longer be represented
by such Global Security or Securities. In such event the Company shall execute, and the
Authenticating Agent, upon receipt of a Company Order for the authentication and delivery
of definitive Securities of such Series, shall authenticate and make available for
delivery Securities of such Series in definitive form and in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing such
Series in exchange for such Global Security or Securities. 



        If
specified by the Company pursuant to Section 301 with respect to a Series of Securities
represented by a Global Security, the Depositary for such Global Securities may surrender
a Global Security for such Series of Securities in exchange in whole or in part for
Securities of such Series in definitive form on such terms as are acceptable to the
Company and such Depositary. Thereupon, the Company shall execute, and the Authenticating
Agent shall authenticate and make available for delivery without service charge: 


	20	Exhibit 4.2 





          		    (i)       
               to each Person specified by such Depositary a new Security or Securities of the
               same Series, of any authorized denomination as requested by such Person in
               aggregate principal amount equal to and in exchange for such Person’s
               beneficial interest in the Global Security; and 



               



          		    (ii)       
               to such Depositary a new Global Security in a denomination equal to the
               difference, if any, between the principal amount of the surrendered Global
               Security and the aggregate principal amount of Securities delivered pursuant to
               clause (i) above. 



               



        In
any exchange provided for in any of the preceding three paragraphs, the Company will
execute and the Authenticating Agent will authenticate and make available for delivery
Securities in definitive registered form in authorized denominations. 



        Upon
the exchange of a Global Security for Securities in definitive registered form, such
Global Security shall be cancelled by the Trustee or an agent of the Company or the
Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the
Persons in whose names such Securities are so registered. 



        All
Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such registration of
transfer or exchange. 



        Every
Security presented or surrendered for registration of transfer or exchange shall (if so
required by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing. 



        No
service charge shall be made for any registration of transfer or exchange of Securities,
but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108 not
involving any transfer. 



        The
Company shall not be required (i) to issue, register the transfer of or exchange any
Security of any Series during a period beginning at the opening of the day which is 15
Business Days before the day of the mailing of a notice of redemption of Securities of
such Series selected for redemption under Section 1104 and ending at the close of business
on the day of such mailing, or (ii) to register the transfer of or exchange any Security
so selected for redemption in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed. 




Section 306.   Mutilated,
Destroyed, Lost and Stolen Securities 



        If
(i) any mutilated Security is surrendered to the Trustee, or the Company and the Trustee
receive evidence to their satisfaction of the destruction, loss or theft of any Security,
and (ii) there is delivered to the Company and the Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of notice to
the Company or the Trustee that such Security has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Authenticating Agent shall authenticate
and make available for delivery in exchange for, or in lieu of, any such mutilated,
destroyed, lost or stolen Security, a new Security of like tenor, Series and principal
amount, bearing a number not assigned to any Security of the same Series then outstanding. 



        In
case any such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay the indebtedness represented by such Security. 


	21	Exhibit 4.2 





        Upon
the issuance of any new Security under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith. 



        Every
new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of the same Series duly issued
hereunder. 



        The
provisions of this Section are exclusive and (to the extent lawful) shall preclude all
other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities. 



Section 307.   Payment of
Interest; Interest Rights Preserved 



        Interest
which is payable, and is punctually paid or duly provided for, on any Interest Payment
Date, on the Securities of any Series, shall be paid to the Persons in whose names the
Securities (or one or more Predecessor Securities) are registered at the close of business
on the Regular Record Date for such interest. 



        Any
interest on any Security of any Series which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder, as such, on the
Regular Record Date for such payment; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1) or (2) below: 



          		    (1)       
               The Company may elect to make payment of any Defaulted Interest to the Persons
               in whose names the Securities (or their respective Predecessor Securities) are
               registered at the close of business on a Special Record Date for the payment of
               such Defaulted Interest, which shall be fixed in the following manner. The
               Company shall notify the Trustee in writing of the amount of Defaulted Interest
               proposed to be paid on each Security of such Series and the date of the proposed
               payment, and at the same time the Company shall deposit with the Trustee an
               amount of money equal to the aggregate amount of such Defaulted Interest
               proposed to be paid or shall make arrangements satisfactory to the Trustee for
               such deposit prior to the date of the proposed payment, such money when
               deposited to be held in trust for the benefit of the Persons entitled to such
               Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
               Special Record Date for the payment of such Defaulted Interest which shall be
               not more than 15 days and not less than 10 days prior to the date of the
               proposed payment and not less than 10 days after the receipt by the Trustee of
               the notice of the proposed payment. The Trustee shall promptly notify the
               Company of such Special Record Date and, in the name and at the expense of the
               Company, shall cause notice of the proposed payment of such Defaulted Interest
               and the Special Record Date therefor to be mailed, first-class postage prepaid,
               to each Holder of Securities of such Series at his address as it appears in the
               Security Register not less than 10 days prior to such Special Record Date.
               Notice of the proposed payment of such Defaulted Interest and the Special Record
               Date therefor having been mailed as aforesaid, such Defaulted Interest shall be
               paid to the Persons in whose names the said Securities (or their respective
               Predecessor Securities) are registered on such Special Record Date and shall no
               longer be payable pursuant to the following Clause (2). 



               



          		    (2)       
               The Company may make payment of any Defaulted Interest in any other lawful
               manner not inconsistent with the requirements of any securities exchange on
               which the Securities of such Series may be listed, and upon such notice as may
               be required by such exchange, if, after notice given by the Company to the
               Trustee of the proposed payment pursuant to this Clause, such payment shall be
               deemed practicable by the Trustee. 



               

	22	Exhibit 4.2 





        Subject
to the foregoing provisions of this Section, each Security delivered under this Indenture
upon registration of transfer of or in exchange for or in lieu of any other Security shall
carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Security. 



        Subject
to the provisions of Section 1402, in the case of any Security (or any part thereof) which
is converted after any Regular Record Date and on or prior to the next succeeding Interest
Payment Date (other than any Security the principal of (or premium, if any, on) which
shall become due and payable, whether at Stated Maturity or by declaration of acceleration
prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding such
conversion and such interest (whether or not punctually paid or duly provided for) shall
be paid to the Person in whose name that Security (or any one or more Predecessor
Securities) is registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence or in Section 1402, in
the case of any Security (or any part thereof) which is converted, interest whose Stated
Maturity is after the date of conversion of such Security (or such part thereof) shall not
be payable. 



Section 308.   Persons
Deemed Owners 



        Prior
to due presentment for registration of transfer of any Security, the Company, the Trustee
and any agent of the Company or the Trustee may treat the Person in whose name any
Security is registered as the owner of such Security for the purpose of receiving payment
of principal of (and premium, if any), and (subject to Section 307) interest on, such
Security and for all other purposes whatsoever, whether or not such Security be overdue,
and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary. 



        None
of the Company, the Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of a Global Security or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests. 





Section 309.    Cancellation 



        All
Securities surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee.
All Securities so delivered and any Securities surrendered directly to the Trustee for any
such purpose shall be promptly cancelled by the Trustee and all Securities of any Series
delivered to the Trustee for credit against any Sinking Fund payment in respect of such
Series pursuant to Section 1202 shall be promptly cancelled by the Trustee. The Company
may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any Securities cancelled
as provided in this Section, except as expressly permitted by this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in its
customary manner. 



Section 310.    CUSIP
Numbers 



        The
Company in issuing the Securities may use “Cusip” numbers (if then generally in
use), and, if so, the Trustee shall use “Cusip” 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 numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any change in the Cusip numbers. 


	23	Exhibit 4.2 





ARTICLE FOUR 
SATISFACTION AND
DISCHARGE 



Section 401.   
Satisfaction and Discharge of Indenture 



        This
Indenture shall cease to be of further effect (except as to any surviving rights of
registration of transfer or exchange of Securities herein expressly provided for, and
except as otherwise provided in the Authorizing Resolution in respect of any Series), and
the Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when 



        (1)
either



     		       

           (A)   all Securities theretofore authenticated and delivered (other than (i)
          Securities which have been destroyed, lost or stolen and which have been
          replaced or paid as provided in Section 306 and (ii) Securities for whose
          payment money has theretofore been deposited in trust or segregated and held in
          trust by the Company and thereafter repaid to the Company or discharged from
          such trust, as provided in Section 1003) have been delivered to the Trustee for
          cancellation; or 


          



     		       
          (B)   all such Securities not theretofore delivered to the Trustee for cancellation


          



     		       
          (i)    have become due and payable, or


          



     		       
           (ii)    will become due and payable at their
          Stated Maturity within one year, or 


          



     		       
          (iii)    are to be called for redemption within
          one year under arrangements satisfactory to the Trustee for the giving of notice of redemption  by the Trustee in the name,  and at the
                        expense, of the Company,


          





	  	
        and
the Company, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused
to be irrevocably deposited with the Trustee as trust funds in trust for the purpose an
amount sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have become due
and payable) or to the Stated Maturity or Redemption Date, as the case may be; 







     	 	       
         (2)   
           the Company has paid or caused to be paid all other sums payable hereunder by
          the Company; 


          


     	 	       
         (3)    the Company has delivered to the Trustee a Company Order
          setting forth its election that this Indenture shall be discharged; and


          



          		   
    (4)   
               the Company has delivered to the Trustee an Officers’ Certificate and an
               Opinion of Counsel each stating that all conditions precedent herein provided
               for relating to the satisfaction and discharge of this Indenture have been
               complied with. 



               



        Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the
Trustee under Section 607 shall survive such satisfaction and discharge. 



Section 402.    Application
of Trust Money 



        All
money deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for payment


	24	Exhibit 4.2 




of which such money has been
deposited with the Trustee; but such money need not be segregated from other funds except
to the extent required by law. 



ARTICLE FIVE 
REMEDIES 



Section 501.    Events of
Default 



        “Event
of Default” wherever used herein means, with respect to any Series of Securities,
any one of the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body), unless it is either inapplicable to a particular
Series or it is specifically deleted or modified in the Authorizing Resolution and/or
supplemental indenture (if any) in respect of the Series, and any other events which may
be specified as Events of Default in the Authorizing Resolution and/or supplemental
indenture (if any) in respect of such Series: 



          		       
(1)   
               default in the payment of any installment of interest upon any Security of such
               Series when it becomes due and payable, and continuance of such default for a
               period of 30 days; or 



               



          		       
(2)   
               default in the payment of the principal of (or premium, if any, on) any Security
               of such Series at its Maturity; or 



               



          		       
(3)   
               default in the deposit of any Sinking Fund installment in respect of such
               Series, when and as payable by the terms of Section 1201 hereof; or 



               




          		       
(4)   
               default in the performance, or breach, of any covenant or warranty of the
               Company in this Indenture (other than (a) a covenant or warranty relating
               exclusively to another Series of Securities issued hereunder and (b) a default
               in whose performance or whose breach is elsewhere in this Section specifically
               dealt with), and continuance of such default or breach for a period of 60 days
               after there has been given, by registered or certified mail, to the Company by
               the Trustee or to the Company and the Trustee by the Holders of at least 25% in
               principal amount of the Securities of such Series,
               a written notice specifying such default or breach
               and requiring it to be remedied and stating that such notice is a
               “Notice of Default” hereunder; or 



               



          		       
(5)   
               default in the payment of, or the acceleration of the maturity of, any
               indebtedness incurred or guaranteed by the Company in aggregate principal amount
               in excess of $30,000,000; or 



               



          		       
(6)   
               the entry of an order for relief under the United States federal bankruptcy laws
               or the entry of any other decree or order by a court having jurisdiction in the
               premises adjudging the Company a bankrupt or insolvent, or approving as properly
               filed a petition seeking reorganization, arrangement, adjustment or composition
               of or in respect of the Company under the United States federal bankruptcy laws
               or any other applicable federal or state law, or appointing a receiver,
               liquidator, assignee, trustee, custodian, sequestrator (or other similar
               official) of the Company or of any substantial part of its property, or ordering
               the winding up or liquidation of its affairs, and the continuance of any such
               decree or order unstayed and in effect for a period of 60 consecutive days; or 



               



          		       
(7)   
               the commencement by the Company of a voluntary case under the United States
               federal bankruptcy laws, or the institution by the Company of proceedings to be
               adjudicated a bankrupt or insolvent, or the consent by it to the institution of
               bankruptcy or insolvency proceedings against it, or the filing by it of a
               petition or answer or consent seeking 



               

	25	Exhibit 4.2 





          		reorganization, an arrangement with
               creditors or an order for relief under the United States federal bankruptcy laws
               or any other applicable federal or state law, or the consent by it to the filing
               of any such petition or to the appointment of a receiver, liquidator, assignee,
               trustee, custodian, sequestrator (or other official) of the Company or of any
               substantial part of its property, or the making by it of an assignment for the
               benefit of creditors, or the admission by it in writing of its inability to pay
               its debts generally as they become due, or, to the knowledge of the Trustee, the
               taking of corporate action by the Company in furtherance of any such action. 



               



Section 502.   
Acceleration of Maturity; Rescission and Annulment 



        If any one or more of the Events of Default described in clauses (1), (2), (3), (4) or (5) of Section 501 with respect to Securities
of any Series shall happen, then, and in each and every such case, during the continuance of any such Event of Default, either the
Trustee, by notice in writing to the Company, or the Holders of at least 25% in principal amount of such Securities then Outstanding,
by notice in writing to the Company and to the Trustee, may declare the principal amount (or, if such Securities are Original Issue
Discount Securities, such portion of the principal amount as may then be payable on acceleration as provided in the terms thereof) of
all such Securities then Outstanding (if not then due and payable) to be immediately due and payable, and upon any such declaration
the same shall become and be immediately due and payable, anything in this Indenture or in the Securities contained to the contrary
notwithstanding.  If any one or more of the Events of Default described in clauses (6) or (7) of Section 501 shall happen, then, and
in each and every such case, the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the
principal amount as may then be payable on acceleration as provided in the terms thereof) of all the Securities then Outstanding (if
not then due and payable), shall immediately and automatically become due and payable, without any declaration or other act on the
part of the Trustee or any Holder, anything in this Indenture or in the Securities contained to the contrary notwithstanding.



        At
any time after such a declaration of acceleration has been made with respect to any
Securities and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a majority in
principal amount of such Securities Outstanding (voting as a single class) by written
notice to the Company and the Trustee, may rescind and annul such declaration and its
consequences if 



         (1)       
          the Company has paid or deposited with the Trustee a sum sufficient to pay 



     		       
(A)       
          all overdue installments of interest on all such Securities, 


          


     		       
         (B)   
           the principal of (and premium, if any, on) such Securities which have become
          due otherwise than by such declaration of acceleration and interest thereon from
          the respective due dates thereof at the respective rates borne by such
          Securities or, in the case of Original Issue Discount Securities, at rates equal
          to the respective Yields to Maturity thereof, to the extent that payment of such
          interest is lawful, 


          



     	 	       
         (C)   
           to the extent that payment of such interest is lawful, interest upon overdue
          installments of interest from the respective due dates thereof at the respective
          rates borne by such Securities or, in the case of Original Issue Discount
          Securities, at rates equal to the respective Yields to Maturity thereof, and 


          



     	 	       
         (D)   
           all sums paid or advanced by the Trustee hereunder and the reasonable
          compensation, expenses, disbursements and advances of the Trustee, its agents
          and counsel; 


          



      and 


	26	Exhibit 4.2 





          		       
(2)   
               all Events of Default with respect to such Securities, other than the
               non-payment of the principal of such Securities which have become due solely by
               such acceleration, have been cured or waived as provided in Section 513. 



               



        No
such rescission shall affect any subsequent default or impair any right consequent
thereon. 



Section 503.    Collection
of Indebtedness and Suits For Enforcement By Trustee 



      The
Company covenants that if 



          		       
(1)   
               default is made in the payment of any installment of interest on any Security
               when such interest becomes due and payable and such default continues for the
               period of grace, if any, provided for with respect to such payment, or 



               



          		        
(2)   
               default is made in the payment of the principal of (or premium, if any, on) any
               Security at its Maturity and such default continues for the period of grace, if
               any, provided for with respect to such payment, 



               



the Company will, upon demand of the
Trustee, pay to it, for the benefit of the Holders of all such Securities, the whole
amount then due and payable on such Securities for principal (and premium, if any) and
interest, with interest, to the extent that payment of such interest is lawful, upon the
overdue principal (and premium, if any) and installments of interest from the due date
thereof at the rate borne by such Securities or, in the case of Original Issue Discount
Securities, at a rate equal to the Yield to Maturity thereof, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. 





        If
the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute a judicial proceeding for the
collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or
final decree, and may enforce the same against the Company or any other obligor upon such
Securities and collect the moneys adjudged or decreed to be payable in the manner provided
by law out of the property of the Company or any other obligor upon such Securities,
wherever situated. 



        If
an Event of Default with respect to an Series of Securities occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of such Securities by such appropriate judicial proceedings as the Trustee
shall deem necessary to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of
any power granted herein, or to enforce any other proper remedy. 



Section 504.    Trustee May
File Proofs of Claim 



        In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial proceeding relative
to the Company or any other obligor upon the Securities or the property of the Company or
of such other obligor or its or their creditors, the Trustee (irrespective of whether the
principal of the Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any
demand on the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise, 



               	  	    (i)   
                    to file and prove a claim for the whole amount (or, in the case of Original
                    Issue Discount Securities, such portion of the principal amount thereof as shall
                    then be provable in bankruptcy as specified therein) of principal (and premium,
                    if any) and interest owing and unpaid in respect of the Securities and to file
                    such other papers or documents as may be necessary or advisable in order to have
                    the claims of the Trustee (including any claim for the reasonable 



                    

	27	Exhibit 4.2 





               	  	compensation,
                    expenses, disbursements and advances of the Trustee, its agents and counsel) and
                    of the Holders allowed in such judicial proceeding; 



                    



               	  	    (ii)   
                    to collect and receive any moneys or other property payable or deliverable on
                    any such claims and to distribute the same; or 



                    



               	  	    (iii)   
                    to take any and all other actions authorized under the TIA in order to have
                    claims of the Holders and the Trustee allowed in any such proceeding; 



                    



and any receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) in any such
judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 607. 



        Nothing
herein contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof, or
to authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding. 



Section 505.    Trustee May
Enforce Claims Without Possession of Securities 



        All
rights of action and claims under this Indenture or the Securities may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such judgment has
been recovered. 



Section 506.    Application
of Money Collected 



        Any
money collected by the Trustee pursuant to this Article with respect to the Securities of
an Series shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such money on account of principal (or
premium, if any) or interest, upon presentation of the Securities of such Series and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully
paid: 



	  	        FIRST:
To the payment of all amounts due to the Trustee and its agents and counsel under Section
607; 







	  	        SECOND:
In case the principal of the Securities in respect of which moneys have been collected
shall not have become and be then due and payable, to the payment of interest on the
Securities of such Series in default in the order of the maturity of the installments of
such interest, with interest (to the extent that payment of such interest is lawful and
such interest has been collected by the Trustee) upon the overdue installments of interest
at the same rate as the rate of interest or Yield to Maturity (in the case of Original
Issue Discount Securities) applicable to such Securities, such payments to be made ratably
to the persons entitled thereto, without discrimination or preference; 







	  	        THIRD:
In case the principal of the Securities in respect of which moneys have been collected
shall have become and shall be then due and payable, to the payment of the whole amount
then owing and unpaid upon all the Securities of such Series for principal and interest,
with (to the extent that payment of such interest is lawful and such interest has been
collected by the Trustee) interest upon the overdue principal, and upon overdue
installments of interest at the same rate as the rate of interest or Yield to Maturity (in
the case of Original Issue Discount Securities) applicable to the Securities of such
Series; and in case such moneys shall be insufficient to pay in full the whole amount so
due and 





	28	Exhibit 4.2 





	  	unpaid upon the Securities of such Series, then to the payment of such principal
and interest, without preference or priority of principal over interest, or of interest
over principal, or of any installment of interest over any other installment of interest,
or of any Security of such Series over any other Security of such Series, ratably to the
aggregate of such principal and accrued and unpaid interest. 








	  	        FOURTH:
To the Company 






Section 507.    Limitation
On Suits 



        No
Holder of any Securities shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless 



          		       
(1)   
               the Trustee shall have received written notice from such Holder of a continuing
               Event of Default in respect of such Securities; 



               



          		       
(2)   
               the Trustee shall have received a written request from the Holders of not less
               than 25% in principal amount of the Outstanding Securities of the Series in
               respect of which the Event of Default has occurred to institute proceedings in
               respect of such Event of Default in its own name as Trustee hereunder; 



               



          		       
(3)   
               such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to it against
               the costs, expenses and liabilities to be incurred in compliance with such
               request; 



               





          		       
(4)   
               the Trustee for 60 days after its receipt of such notice, request and offer of
               indemnity has failed to institute any such proceeding; and 



               



          		       
(5)   
               no direction inconsistent with such written request has been given to the
               Trustee during such 60 day period by the Holders of a majority in principal
               amount of the Outstanding Securities of such Series; 



               



it being understood and intended that
no one or more Holders of Securities of any Series shall have any right in any manner
whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders of Securities of that Series, or to
obtain or to seek to obtain priority or preference over any other Holders of Securities of
that Series or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders of Securities of such
Series. 


Section 508.     Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert



        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right,
which is absolute and unconditional, to receive payment of the principal of and any
premium and (subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption
Date), to convert such Securities in accordance with Article Fourteen to the extent that
such right to convert is applicable to such Security and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without the consent
of such Holder. 



Section 509.    Restoration
of Rights and Remedies 



        If
the Trustee or any Holder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then and in
every such case the Company, the Trustee and the Holders shall, subject to any
determination in such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted. 


	29	Exhibit 4.2 





Section 510.    Rights and
Remedies Cumulative 



        No
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or remedy. 





Section 511.    Delay or
Omission Not Waiver 



        No
delay or omission of the Trustee or of any Holder of any Security to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be. 



Section 512.    Control By
Holders 



        The
Holders of a majority in principal amount of the Outstanding Securities of any Series
(voting as a single class) shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee in respect of the Securities of any Series,
provided that 



          		       
(1)   
               such direction shall not be in conflict with any rule of law or with this
               Indenture or unduly prejudicial to the rights of Holders of Securities of all
               Series not joining in such direction or, in the opinion of the Trustee, involve
               the Trustee in personal liability, and 



               



          		       
(2)   
               the Trustee may take any other action deemed proper by the Trustee which is not
               inconsistent with such direction. 



               



Section 513.    Waiver of
Past Defaults 



        The
Holders of not less than a majority in principal amount of the Outstanding Securities of
any Series may on behalf of the Holders of all such Securities
waive any past default on such Series and its consequences, except a default 



          		       
(1)   
               in the payment of the principal of (or premium, if any) or interest on any
               Security; 



               



          		       
(2)   
               to the extent such right is applicable to such Security, a failure by the
               Company on request to convert any Security into Common Stock; or 



               



          		       
(3)   
               in respect of a covenant or provision hereof which under Article Nine cannot be
               modified or amended without the consent of the Holder of each Outstanding
               Security affected. 



               



        Upon
any such waiver, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other default or impair any right consequent
thereon. 



Section 514.    Undertaking
For Costs 



        All
parties to this Indenture agree, and each Holder of any Security by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees
and expenses, against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any 


	30	Exhibit 4.2 





suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of all Series (or, if the matter in issue does not
relate to all Series of Securities, then the Holders of 10% in principal amount of the
Outstanding Securities of all Series to which such issue relates) (treated as a single
class), or to any suit instituted by any Holder of any Securities for the enforcement of
the payment of the principal of (or premium, if any) or interest on any such Security on
or after the respective Stated Maturities expressed therein (or, in the case of
redemption, on or after the Redemption Date). 



Section 515.    Waiver of
Stay or Extension Laws 



        The
Company covenants (to the extent that it may lawfully do so) that it will not at any time
insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in force,
which may affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of every
such power as though no such law had been enacted. 





Section 516.    Exemption
From Individual Liability 



        No
recourse under or upon any obligation, covenant or agreement of this Indenture, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer, director or employee, as such, past,
present or future, of the Company or of any successor corporation, either directly or
through the Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, it being expressly understood
that this Indenture and the obligations issued hereunder are solely corporate obligations
of the Company, and that no such personal liability whatever shall attach to, or is or
shall be incurred by, the incorporators, stockholders, officers, directors or employees,
as such, of the Company or of any successor corporation, or any of the foregoing Persons,
because of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any of the
Securities or implied therefrom; and that any and all such personal liability, either at
common law or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer, director or employee, as
such, because of the creation of the indebtedness hereby authorized, or under or by reason
of the obligations, covenants or agreements contained in this Indenture or in any of the
Securities or implied therefrom, are hereby expressly waived and released as a condition
of, and as a consideration for, the execution of this Indenture and the issuance of such
Securities. 




ARTICLE SIX 
THE TRUSTEE 



Section 601.    Certain
Duties and Responsibilities 



            (a)   
          Except during the continuance of an Event of Default, 



          		       
(1)   
               the Trustee undertakes to perform such duties and only such duties as are
               specifically set forth in this Indenture, and no implied covenants or
               obligations shall be read into this Indenture against the Trustee; and 



               



          		        
(2)   
               in the absence of bad faith on its part, the Trustee may conclusively rely, as
               to the truth of the statements and the correctness of the opinions expressed
               therein, upon certificates or opinions furnished to the Trustee and conforming
               to the requirements of this Indenture; but in the case of any such certificates
               or opinions which by any provisions hereof are specifically required to be
               furnished to the Trustee, the Trustee shall be under a duty to examine the same
               to determine whether or not they



               

	31	Exhibit 4.2 





          		conform to the requirements of this Indenture
               (but need not confirm or investigate the accuracy of any mathematical
               calculations or other facts stated therein). 



               



            (b)   
          In case an Event of Default has occurred and is continuing, the Trustee shall
          exercise such of the rights and powers vested in it by this Indenture, and use
          the same degree of care and skill in their exercise, as a prudent man would
          exercise or use under the circumstances in the conduct of his own affairs. 



            (c)   
          No provision of this Indenture shall be construed to relieve the Trustee from
          liability for its own negligent action, its own negligent failure to act or its
          own willful misconduct, except that 



          		       
(1)   
          this Subsection shall not be construed to limit the effect of Subsection (a) of
          this Section; 



               



          		       
(2)   
               the Trustee shall not be liable for any error of judgment made in good faith by
               a Responsible Officer, unless it shall be proved that the Trustee was negligent
               in ascertaining the pertinent facts; 



               



          		       
(3)   
               the Trustee shall not be liable with respect to any action taken or omitted to
               be taken by it in good faith in accordance with the direction of the Holders of
               a majority in principal amount of the Outstanding Securities of all Series
               (voting as a single class) relating to the time, method and place of conducting
               any proceeding for any remedy available to the Trustee, or exercising any trust
               or power conferred upon the Trustee, under this Indenture; and 



               



          		       
(4)   
               no provision of this Indenture shall require the Trustee to expend or risk its
               own funds or otherwise incur any financial liability in the performance of any
               of its duties hereunder, or in the exercise of any of its rights or powers, if
               it shall have reasonable grounds for believing that repayment of such funds or
               adequate indemnity against such risk or liability is not reasonably assured to
               it. 



               



            
(d)   
          Whether or not therein expressly so provided, every provision of this Indenture
          relating to the conduct or affecting the liability of or affording protection to
          the Trustee shall be subject to the provisions of this Section. 



Section 602.    Notice of
Defaults 



        Within
60 days after the occurrence of any default hereunder in respect of any Series of
Securities, the Trustee shall transmit by mail to all Holders of the Securities of such
Series, as their names and addresses appear in the Security Register, notice of such
default hereunder known to the Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment of
the principal of (or premium, if any) or interest on any Security or in the payment of any
Sinking Fund installment, the Trustee shall be protected in withholding such notice if and
so long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders; and provided,
further, that in the case of any default of the character specified in Section 501(4)
no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any
event which is, or after notice or lapse of time or both would become, an Event of
Default. 



Section 603.    Certain
Rights of Trustee 



        Except
as otherwise provided in Section 601: 



          		       
(a)   
               the Trustee may conclusively rely and shall be fully protected in acting or
               refraining from acting upon any resolution, certificate, statement, instrument,
               opinion, report, notice, request, direction, consent, order, bond, debenture,
               security or other paper or document (whether in its original or facsimile form)
               believed by it to be genuine and to have been signed or presented by the proper
               party or parties; 



               

	32	Exhibit 4.2 





          		    
   (b)   
               any request or direction of the Company mentioned herein shall be sufficiently
               evidenced by a Company Request or Company Order and any resolution of the Board
               of Directors may be sufficiently evidenced by a Board Resolution; 



               



          		    
   (c)   
               whenever in the administration of this Indenture the Trustee shall deem it
               desirable that a matter be proved or established prior to taking, suffering or
               omitting any action hereunder, the Trustee (unless other evidence be herein
               specifically prescribed) may, in the absence of bad faith on its part, rely upon
               an Officers’ Certificate; 



               



          		       
(d)   
               the Trustee may consult with counsel of its selection and the advice of such
               counsel or any Opinion of Counsel shall be full and complete authorization and
               protection in respect of any action taken, suffered or omitted by it hereunder
               in good faith and in reliance thereon; 



               



          		    
   (e)   
               the Trustee shall be under no obligation to exercise any of the rights or powers
               vested in it by this Indenture at the request or direction of any of the Holders
               pursuant to this Indenture, unless such Holders shall have offered to the
               Trustee security or indemnity reasonably satisfactory to it against the costs,
               expenses and liabilities which might be incurred by it in compliance with such
               request or direction; 



               




          		    
   (f)   
               the Trustee shall not be bound to make any investigation into the facts or
               matters stated in any resolution, certificate, statement, instrument, opinion,
               report, notice, request, direction, consent, order, bond, debenture or other
               paper or document, but the Trustee, in its discretion, may make such further
               inquiry or investigation into such facts or matters as it may see fit, and, if
               the Trustee shall determine to make such further inquiry or investigation, it
               shall be entitled to make a reasonable examination of the books, records and
               premises of the Company, personally or by agent or attorney at the expense of
               the Company, and shall incur no liability or additional liability of any kind by
               reason of such inquiry or investigation; 



               



          		    
   (g)   
               the Trustee may execute any of the trusts or powers hereunder or perform any
               duties hereunder either directly or by or through agents or attorneys and the
               Trustee shall not be responsible for any misconduct or negligence on the part of
               any agent or attorney appointed with due care by it hereunder; 



               



          		       
(h)   
               the Trustee shall not be liable for any action taken, suffered, or omitted to be
               taken by it in good faith and reasonably believed by it to be authorized or
               within the discretion or rights or powers conferred upon it by this Indenture; 



               



          		       
(i)   
               the Trustee shall not be deemed to have notice of any default or Event of
               Default unless a Responsible Officer of the Trustee has actual knowledge thereof
               or unless written notice of any event which is in fact such a default is
               received by the Trustee at the Corporate Trust Office of the Trustee, and such
               notice references the Securities and this Indenture; 



               



          		       
(j)   
               the rights, privileges, protections, immunities and benefits given to the
               Trustee, including, without limitation, its right to be indemnified, are
               extended to, and shall be enforceable by, the Trustee in each of its capacities
               hereunder, and to each agent, custodian and other Person employed to act
               hereunder; 



               


          		       
(k)   
               in no event shall the Trustee be responsible or liable for special, indirect, or consequential
loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of
whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of
action.



               




Section 604.    Not
Responsible For Recitals or Issuance of Securities 



        The
recitals contained herein and in the Securities, except the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes
no responsibility for their 


	33	Exhibit 4.2 





correctness. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the proceeds
thereof. 



Section 605.    May Hold
Securities 



        The
Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Section 608, may otherwise deal with the Company
with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent. 



Section 606.    Money Held
In Trust 



        Money
held by the Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law. The Trustee shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the Company. 





Section 607.   
Compensation and Reimbursement 



      The
Company agrees 



          		       
(1)   
               to pay to the Trustee from time to time such compensation as shall be agreed in
               writing from time to time by the Company and the Trustee for all services
               rendered by it hereunder (which compensation shall not be limited by any
               provision of law in regard to the compensation of a trustee of an express
               trust); 



               



          		       
(2)   
               except as otherwise expressly provided herein, to reimburse the Trustee upon its
               request for all expenses, disbursements and advances incurred or made by the
               Trustee in accordance with any provision of this Indenture (including the
               reasonable compensation and the expenses and disbursements of its agents and
               counsel), except any such expense, disbursement or advance as may be
               attributable to its negligence or bad faith; and 



               



          		    
   (3)   
               to fully indemnify the Trustee and each predecessor Trustee for, and to hold it
               harmless against, any and all loss, damage, claim, liability or expense,
               including taxes (other than taxes based on the income of the Trustee) incurred
               without negligence or bad faith on its part, arising out of or in connection
               with the acceptance or administration of this trust, including the costs and
               expenses of defending itself against any claim or liability in connection with
               the exercise or performance of any of its powers or duties hereunder. 



               



        As
security for the performance of the obligations of the Company under this Section, the
Trustee shall have a lien prior to the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of the
Holders of particular Securities. 



        When
the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 501(5) or Section 501(6), the expenses (including the reasonable
charges and expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law. 



        The
provisions of this Section shall survive the termination of this Indenture. 



Section 608.   
Disqualification; Conflicting Interests 



        The
Trustee shall comply with the terms of Section 310(b) of the TIA. There shall be excluded
from the terms of Section 310(b) of the TIA this Indenture and all series of debt
securities issuable hereunder. 



Section 609.    Corporate
Trustee Required; Eligibility 



        There
shall at all times be a Trustee hereunder which shall be a corporation organized and doing
business under the laws of the United States of America or of any state, authorized under
such laws to 


	34	Exhibit 4.2 





exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by federal or state authority. If
such corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. Neither the Company nor any Affiliate of the Company shall serve
as Trustee hereunder. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article. 



Section 610.    Resignation
and Removal; Appointment of Successor 



            (a)   
          No resignation or removal of the Trustee and no appointment of a successor
          Trustee pursuant to this Article shall become effective until the acceptance of
          appointment by the successor Trustee under Section 611. 





            (b)   
          The Trustee may resign at any time with respect to the Securities of any Series
          by giving written notice thereof to the Company. If an instrument of acceptance
          by a successor Trustee shall not have been delivered to the Trustee within 30
          days after the giving of such notice of resignation, the resigning Trustee may
          petition at the expense of the Company any court of competent jurisdiction for
          the appointment of a successor Trustee with respect to the Securities of such
          Series. 



            (c)   
          The Trustee may be removed at any time with respect to the Securities of any
          Series by Act of the Holders of a majority in principal amount of the
          Outstanding Securities of such Series, delivered to the Trustee and to the
          Company. If within 30 days of such removal no successor trustee has been
          appointed as successor trustee and accepted such appointment, the Trustee may
          petition at the expense of the Company a court of competent jurisdiction for the
          appointment of a successor trustee. 



            (d)   
          If at any time: 



          		       
(1)   
               the Trustee shall fail to comply with Section 608 after written request therefor
               by the Company or by any Holder who has been a bona fide Holder of a Security
               for at least six months, or 



               



          		       
(2)   
               the Trustee for a Series of Securities shall cease to be eligible under Section
               609 and shall fail to resign after written request therefor by the Company or by
               any such Holder of such Securities, or 



               



          		       
(3)   
               the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
               insolvent or a receiver of the Trustee or of its property shall be appointed or
               any public officer shall take charge or control of the Trustee or of its
               property or affairs for the purpose of rehabilitation, conservation or
               liquidation, 



               



then, in any such case, (i) the
Company by a Board Resolution may remove the Trustee with respect to all Securities, or
(ii) subject to Section 514, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee. If within 30 days of such removal
or inability to act, no successor trustee has been appointed as successor trustee and
accepted such appointment, the Trustee may petition a court of competent jurisdiction for
the appointment of a successor trustee. 



            (e)   
          If the Trustee shall resign, be removed or become incapable of acting, or if a
          vacancy shall occur in the office of Trustee for any cause, with respect to the
          Securities of one or more Series, the Company, by a Board Resolution, shall
          promptly appoint a successor Trustee or Trustees with respect to the Securities
          of that or those Series (it being understood that any such successor Trustee may
          be appointed with respect to the Securities of one or more or all of such Series
          and that any time there shall be only one Trustee with respect to the Securities
          of any particular Series) and shall comply with the applicable requirements of
          Section 611. If, within one year after such resignation, removal or
          incapability, or the occurrence of such vacancy, a successor Trustee with
          respect to the Securities of any Series shall be 


	35	Exhibit 4.2 





     appointed by Act of the Holders
          of a majority in principal amount of the Outstanding Securities of such Series
          delivered to the Company and the retiring Trustee, the successor Trustee so
          appointed shall, forthwith upon its acceptance of such appointment, become the
          successor Trustee with respect to the Securities of such Series and supersede
          the successor Trustee appointed by the Company. If no successor Trustee with
          respect to the Securities of any Series shall have been so appointed by the
          Company or the Holders and accepted appointment in the manner hereinafter
          provided, any Holder who has been a bona fide Holder of a Security of such
          Series for at least six months may, on behalf of himself and all others
          similarly situated, petition any court of competent jurisdiction for the
          appointment of a successor Trustee with respect to the Securities of such
          Series. 



            (f)   
          The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any Series and
each appointment of a successor Trustee with respect to the Securities of any Series by mailing written notice of such event by first
class mail, postage prepaid, to the Holders of Securities of such Series as their names and addresses appear in the Security
Register.  Each notice shall include the name of the successor Trustee with respect to the Securities of such Series and the address
of its Corporate Trust Office.



Section 611.    Acceptance
of Appointment By Successor 



            (a)   
          Every successor Trustee appointed hereunder with respect to all Securities shall
          execute, acknowledge and deliver to the Company and to the retiring Trustee an
          instrument accepting such appointment, and thereupon the resignation or removal
          of the retiring Trustee shall become effective and such successor Trustee,
          without any further act, deed or conveyance, shall become vested with all the
          rights, powers, trusts and duties of the retiring Trustee; but, on request of
          the Company or the successor Trustee, such retiring Trustee shall, upon payment
          of its charges, execute and deliver an instrument transferring to such successor
          Trustee all the rights, powers and trusts of the retiring Trustee, and shall
          duly assign, transfer and deliver to such successor Trustee all property and
          money held by such retiring Trustee hereunder, subject nevertheless to its lien,
          if any, provided for in Section 607. 



            (b)   
          In case of the appointment hereunder of a successor Trustee with respect to the
          Securities of one or more (but not all) Series, the Company, the retiring
          Trustee, upon payment of its charges, and each successor Trustee with respect to
          the Securities of one or more Series shall execute and deliver an indenture
          supplemental hereto wherein each successor Trustee shall accept such appointment
          and which (1) shall contain such provisions as shall be necessary or desirable
          to transfer and confirm to, and to vest in, each successor Trustee all the
          rights, powers, trusts and duties of the retiring Trustee with respect to the
          Securities of that or those Series to which the appointment of such successor
          Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
          Securities, shall contain such provisions as shall be deemed necessary or
          desirable to confirm that all the rights, powers, trusts and duties of the
          retiring Trustee with respect to the Securities of that or those Series as to
          which the retiring Trustee is not retiring shall continue to be vested in the
          retiring Trustee, and (3) shall add to or change any of the provisions of this
          Indenture as shall be necessary to provide for or facilitate the administration
          of the trusts hereunder by more than one Trustee, it being understood that
          nothing herein or in such supplemental indenture shall constitute such Trustees
          co-trustees of the same trust and that each such Trustee shall be trustee of a
          trust or trusts hereunder separate and apart from any trust or trusts hereunder
          administered by any other such Trustee; and upon the execution and delivery of
          such supplemental indenture the resignation or removal of the retiring Trustee
          shall become effective to the extent provided therein and each such successor
          Trustee, without any further act, deed or conveyance, shall become vested with
          all the rights, powers, trusts and duties of the retiring Trustee with respect
          to the Securities of that or those Series to which the appointment of such
          successor Trustee relates; but, on request of the Company or any successor
          Trustee, such retiring Trustee shall duly assign, transfer and deliver to such
          successor Trustee all property and money held by such retiring Trustee hereunder
          with respect to the Securities of that or those Series to which the appointment
          of such successor Trustee relates, subject nevertheless to its lien, if any,
          provided for in Section 607. 


	36	Exhibit 4.2 





            (c)   
          Upon request of any such successor Trustee, the Company shall execute any and
          all instruments for more fully and certainly vesting in and confirming to such
          successor Trustee all such rights, powers and trusts referred to in paragraph
          (a) or (b) of this Section, as the case may be. 



            (d)   
          No successor Trustee shall accept its appointment unless at the time of such
          acceptance such successor Trustee shall be qualified and eligible under this
          Article. 



Section 612.    Merger,
Conversion, Consolidation or Succession to Business 



        Any
corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office in its capacity as Authenticating Agent, any
successor by merger, conversion or consolidation to such authenticating Trustee may adopt
such authentication and deliver the Securities so authenticated with the same effect as if
such successor Trustee had itself authenticated such Securities. 



Section 613.   
Trustee’s Application for Instructions from the Company 



        Any
application by the Trustee for written instructions from the Company may, at the option of
the Trustee, set forth in writing any action proposed to be taken or omitted by the
Trustee under this Indenture and the date on and/or after which such action shall be taken
or such omission shall be effective. The Trustee shall not be liable for any action taken
by, or omission of, the Trustee in accordance with a proposal included in such application
on or after the date specified in such application (which date shall not be less than ten
Business Days after the date any officer of the Company actually receives such
application, unless any such officer shall have consented in writing to any earlier date)
unless prior to taking any such action (or the effective date in the case of an omission),
the Trustee shall have received written instructions in response to such application
specifying the action to be taken or omitted. 




ARTICLE SEVEN 
HOLDERS’ LISTS
AND REPORTS BY TRUSTEE AND COMPANY 



Section 701.    Company to Furnish
Trustee Names and Addresses of Holders 



        The
Company will furnish or cause to be furnished to the Trustee 



          		       
(a)   
               semi-annually, not later than March 15 and September 15 in each year, a list, in
               such form as the Trustee may reasonably require, of the names and addresses of
               the Holders of the Securities of each Series as of the preceding March 1 or
               September 1, respectively, and 



               



          		       
(b)   
               at such other times as the Trustee may request in writing, within 30 days after
               the receipt by the Company of any such request, a list of similar form and
               content as of a date not more than 15 days prior to the time such list is
               furnished, 



               



provided, however, that so
long as the Trustee is the Security Registrar, no such list shall be required to be
furnished. 



Section 702.   
Preservation of Information; Communications to Holders 



            
(a)   
          The Trustee shall preserve, in as current a form as is reasonably practicable,
          the names and addresses of Holders of Securities of each Series contained in the
          most recent list furnished to the Trustee in respect of such Series as provided
          in Section 701 and the name and addresses of Holders received by 


	37	Exhibit 4.2 





     the Trustee in
          its capacity as Security Registrar (if so acting). The Trustee may destroy any
          list furnished to it as provided in Section 701 upon receipt of a new list so
          furnished. 



            
(b)   
          If three or more Holders of Securities of any Series (hereinafter referred to as
          “applicants”) apply in writing to the Trustee, and furnish the Trustee
          reasonable proof that each such applicant has owned a Security of such Series
          for a period of at least six months preceding the date of such application, and
          such application states that the applicants desire to communicate with other
          Holders of Securities of such Series with respect to their rights under this
          Indenture or under the Securities and is accompanied by a copy of the form of
          proxy or other communication which such applicants propose to transmit, then the
          Trustee shall, within five Business Days after the receipt of such application,
          at its election, either 



          		       
(i)   
               afford such applicants access to the information in respect of such Series
               preserved at the time by the Trustee in accordance with Section 702(a), or 



               



          		       
(ii)   
               inform such applicants as to the approximate number of Holders of Securities of
               such Series whose names and addresses appear in the information preserved at the
               time by the Trustee in accordance with Section 702(a), and as to the approximate
               cost of mailing to such Holders the form of proxy or other communication, if
               any, specified in such application. 



               



        If
the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Holder of
Securities of such Series whose name and address appear in the information preserved at
the time by the Trustee in accordance with Section 702(a), a copy of the form of proxy or
other communication which is specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after such tender,
the Trustee shall mail to such applicants and file with the Commission, together with a
copy of the material to be mailed, a written statement to the effect that, in the opinion
of the Trustee, such mailing would be contrary to the best interests of said Holders or
would be in violation of applicable law. Such written statement shall specify the basis of
such opinion. If the Commission, after opportunity for a hearing upon the objections
specified in the written statement so filed, shall enter an order refusing to sustain any
of such objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing, that all
the objections so sustained have been met and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Holders with reasonable promptness
after the entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their application. 



            (c)   
          Every Holder of Securities, by receiving and holding the same, agrees with the
          Company and the Trustee that neither the Company nor the Trustee shall be held
          accountable by reason of the disclosure of any such information as to the names
          and addresses of the Holders in accordance with Section 702(b), regardless of
          the source from which such information was derived, and that neither the Trustee
          nor the Company shall be held accountable by reason of mailing any material
          pursuant to a request made under Section 702(b). 



Section 703.    Reports By
Trustee 



            
(a)   
          Within 60 days after May 15 of each year commencing with the first such date
          after the issuance of the first series of Securities hereunder, the Trustee
          shall transmit by mail to all Holders of Securities of each Series, as their
          names and addresses appear in the Security Register, a brief report dated as of
          such May 15, in accordance with and to the extent required by Section 313 of the
          TIA. 



            (b)   
          A copy of each such report shall, at the time of such transmission to Holders,
          be filed by the Trustee with each stock exchange upon which the Securities of
          such Series are listed, with the Company, and also with the Commission. The
          Company will promptly notify the Trustee when the Securities of any Series are
          listed on any stock exchange. 


	38	Exhibit 4.2 





Section 704.    Reports By
Company 



      The
Company will



          		       
(1)   
               file with the Trustee, within 15 days after the Company is required to file the
               same with the Commission, copies of the annual reports and of the information,
               documents and other reports (or copies of such portions of any of the foregoing
               as the Commission may from time to time by rules and regulations prescribe)
               which the Company may be required to file with the Commission pursuant to
               Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the
               Company is not required to file information, documents or reports pursuant to
               either of said Sections, then it will file with the Trustee and the Commission,
               in accordance with rules and regulations prescribed from time to time by the
               Commission, such of the supplementary and periodic information, documents and
               reports which may be required pursuant to Section 13 of the Securities Exchange
               Act of 1934 in respect of a security listed and registered on a national
               securities exchange as may be prescribed from time to time in such rules and
               regulations (delivery of such reports, information and documents to the Trustee
               being for informational purposes only and the Trustee’s receipt of such not
               constituting constructive notice of any information contained therein or
               determinable from information contained therein, including the Company’s
               compliance with any of its covenants hereunder (as to which the Trustee is
               entitled to rely exclusively on Officers’ Certificates)); 



               



          		       
(2)   
               file with the Trustee and the Commission, in accordance with rules and
               regulations prescribed from time to time by the Commission, such additional
               information, documents and reports with respect to compliance by the Company
               with the conditions and covenants of this Indenture as may be required from time
               to time by such rules and regulations (delivery of such reports, information and
               documents to the Trustee being for informational purposes only and the
               Trustee’s receipt of such not constituting constructive notice of any
               information contained therein or determinable from information contained
               therein, including the Company’s compliance with any of its covenants
               hereunder (as to which the Trustee is entitled to rely exclusively on
               Officers’ Certificates)); and 



               



          		       
(3)   
               transmit by mail to all Holders, as their names and addresses appear in the
               Security Register, within 30 days after the filing thereof with the Trustee,
               such summaries of any information, documents and reports required to be filed by
               the Company pursuant to paragraphs (1) and (2) of this Section as may be
               required by rules and regulations prescribed from time to time by the
               Commission. 



               




ARTICLE EIGHT
CONSOLIDATION, MERGER,
CONVEYANCE OR TRANSFER 



Section 801.    Company May
Consolidate, Etc., Only On Certain Terms 



        The
Company shall not consolidate with or merge into any other corporation or convey, transfer
or lease its properties and assets substantially as an entirety to any Person, unless: 



          		       
(1)   
               the corporation formed by such consolidation or into which the Company is merged
               or the Person which acquires by conveyance, transfer or lease the properties and
               assets of the Company substantially as an entirety shall be a corporation
               organized and existing under the laws of the United States of America or any
               state thereof or the District of Columbia, and shall expressly assume, by an
               indenture supplemental hereto, executed and delivered to the Trustee, in form
               satisfactory to the Trustee, the due and punctual payment of the principal of
               (and premium, if any) and interest on all the Securities and the performance of
               every covenant of this Indenture on the part of the Company to be performed or
               observed; 



               



          		       
(2)   
               immediately after giving effect to such transaction, no Event of Default, and no
               event which, after notice or lapse of time, or both, would become an Event of
               Default, shall have happened and be continuing; and 



               


	39	Exhibit 4.2 





          		       
(3)   
               the Company has delivered to the Trustee an Officers’ Certificate and an
               Opinion of Counsel each stating that such consolidation, merger, conveyance,
               transfer or lease and such supplemental indenture comply with this Article and
               that all conditions precedent herein provided for relating to such transaction
               have been complied with. 



               



        This
Section 801 shall not apply to any merger or consolidation in which the Company is the
surviving corporation. 



Section 802.    Successor
Corporation Substituted 



        Upon
any consolidation or merger, or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 801, the
successor corporation formed by such consolidation or into which the Company is merged or
to which such conveyance, transfer or lease is made (1) shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor corporation had been named as the
Company herein, and (2) in case of any such conveyance or transfer by the Company, the
Person named as the “Company” in the first paragraph of this instrument
or any successor corporation which shall theretofore have become such in the manner
prescribed in this Article shall be released from its liability under this Indenture and
as obligor on any of the Securities. 



Section 803.    Evidence to
Be Furnished Trustee 



        The
Trustee may receive an Officers’ Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, conveyance, transfer or lease, and any such
assumption, complies with the provisions of this Article Eight. 




ARTICLE NINE 
SUPPLEMENTAL INDENTURES 



Section 901.   
Supplemental Indentures Without Consent of Holders 



        Without
the consent of any Holders, the Company (when authorized by a Board Resolution) and the
Trustee, at any time and from time to time, may enter into one or more indentures
supplemental hereto in form satisfactory to the Trustee, for any of the following
purposes: 



          		       
(1)   
               to evidence the succession of another corporation to the Company, and the
               assumption by any such successor of the covenants of the Company herein and in
               the Securities contained; or 



               



          		       
(2)   
               to add to the covenants of the Company, for the benefit of the Holders, or to
               surrender any right or power herein conferred upon the Company; or 



               



          		       
(3)   
               to provide for the issuance and the terms of any particular Series of Securities
               not previously outstanding, the rights and obligations of the Company and the
               Holders of the Securities of such Series, the form or forms of the Securities of
               such Series and such other matters in connection therewith as the Board of
               Directors of the Company shall consider appropriate, including, without
               limitation, provisions for (a) additional or different covenants, restrictions
               or conditions applicable to such Series, (b) additional or different Events of
               Default in respect of such Series, (c) a longer or shorter period of grace
               and/or notice in respect of any provision applicable to such Series than is
               provided in Section 501, (d) immediate enforcement of any Event of Default in
               respect of such Series or (e) limitations upon the remedies available in respect
               of any Events of Default in respect of such Series or upon the rights of the
               holders of Securities of such Series to waive any such Event of Default;
               provided, that this paragraph (3) shall not be deemed to require the
               execution of a supplemental indenture to provide for the issuance of any Series
               of Securities unless the same shall be provided for in the Authorizing
               Resolution relating thereto, and no supplemental indenture entered 



               

	40	Exhibit 4.2 





          		into pursuant
               to this paragraph shall affect the rights of any Holders of any Securities then
               outstanding; or 



               




          		       
(4)   
               to evidence and provide for the acceptance of appointment hereunder by a
               successor Trustee with respect to the Securities of one or more Series and to
               add to or change any of the provisions of this Indenture as shall be necessary
               to provide for or facilitate the administration of the trusts hereunder by more
               than one Trustee, pursuant to the requirements of Section 611(b); or 



               



          		       
(5)   
               to make provision with respect to the conversion rights of Holders pursuant to
               the requirements of Article 14, including, without limitation, providing for the conversion of the
               Securities into any security (other than the Common Stock of the Company) or
               property of the Company; or 



               



          		       
(6)   
               to cure any ambiguity, to correct or supplement any provision herein which may
               be defective or inconsistent with any other provision herein or to make any
               other provisions with respect to matters or questions arising under this
               Indenture which shall not be inconsistent with the provisions of this Indenture,
               provided such other provision shall not adversely affect the interests of
               the Holders of the Series of Securities affected thereby. 



               



Section 902.   
Supplemental Indentures With Consent of Holders 



        With
the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of all Series affected thereby (voting as a single class), by Act
of said Holders delivered to the Company and the Trustee, the Company (when authorized by
a Board Resolution) and the Trustee may enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of such Securities under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby, 



          		       
(1)   
               change the Stated Maturity of the principal of, or any installment of interest
               on, any Security, or reduce the principal amount thereof or the interest thereon
               or any premium payable upon the redemption thereof, or reduce the amount of the
               principal of an Original Issue Discount Security which would be due and payable
               upon acceleration under Section 502 or provable in bankruptcy under Section 504,
               or change the coin or currency in which any Security or any interest thereon is
               payable or impair the right to institute suit for the enforcement of any such
               payment on or after the Stated Maturity thereof (or, in the case of redemption,
               on or after the Redemption Date), or 



               



          		       
(2)   
               reduce the percentage in principal amount of the Outstanding Securities, the
               consent of whose Holders is required for any such supplemental indenture, or the
               consent of whose Holders is required for any waiver (of compliance with certain
               provisions of this Indenture or certain defaults hereunder and their
               consequences) provided for in this Indenture, or 



               



          		       
(3)   
               modify any of the provisions of this Section, Section 513 or Section 1006,
               except to increase any such percentage or to provide that certain other
               provisions of this Indenture cannot be modified or waived without the consent of
               the Holder of each Security affected thereby, or 



               



          		       
(4)   
               if applicable, make any change that adversely affects the right to convert any
               Security as provided in Article 14 or pursuant to Section 301 (except as
               permitted by Section 901(5)) or decrease the conversion rate or increase the
               conversion price of any such Security. 



               




A supplemental indenture which
changes or eliminates any covenant or other provision of this Indenture which has
expressly been included solely for the benefit of one or more particular Series of
Securities, or which modifies the rights of the Holders of Securities of such Series with
respect to such covenant or other provision, shall be deemed not to affect the rights
under this Indenture of the Holders of Securities of any other Series. 


	41	Exhibit 4.2 







        It
shall not be necessary for any Act of Holders under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof. 



Section 903.    Execution
of Supplemental Indentures 



        In
executing, or accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be provided with, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise. 



Section 904.    Effect of
Supplemental Indentures 



        Upon
the execution of any supplemental indenture under this Article, this Indenture shall be
modified in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. 



Section 905.    Conformity
With Trust Indenture Act 



        Unless
the Company shall determine, based on an Opinion of Counsel delivered to the Trustee, that
the same shall not be required, every supplemental indenture executed pursuant to this
Article shall conform to the requirements of TIA as then in effect. 



Section 906.    Reference
In Securities to Supplemental Indentures 



        Securities
authenticated and delivered after the execution of any supplemental indenture pursuant to
this Article may, and shall if required by the Trustee, bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities so modified as to conform, in the opinion of
the Trustee and the Board of Directors, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Authenticating Agent in
exchange for Outstanding Securities of the same Series. 




ARTICLE TEN 
COVENANTS 



Section 1001.    Payment of
Principal, Premium and Interest 



        The
Company will duly and punctually pay (or cause to be paid) the principal of (and premium,
if any) and interest on the Securities of each Series in accordance with the terms of such
Securities and this Indenture. 



Section 1002.   
Maintenance of Office or Agency 



        Except
as otherwise provided in the Authorizing Resolution in respect of any Series, the Company
will maintain an office or agency in The Borough of Manhattan, The City of New York, where
Securities may be presented or surrendered for payment, and will maintain an office or
agency in The Borough of Manhattan, The City of New York, where Securities may be
surrendered for registration of transfer or exchange, where Securities of that series may
be surrendered for conversion and where notices and demands to or upon the Company in
respect of the Securities and this Indenture may be served. The Company initially appoints
the Trustee as such agent at its Corporate Trust Office for said purposes. The Company
will give prompt written notice to the Trustee of any change in the location of such
office or agency. If at any time the Company shall fail to maintain such office or agency
or shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or 


	42	Exhibit 4.2 





served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee its agent to receive all such
presentations, surrenders, notices and demands. 



        The
Company may also from time to time designate one or more other offices or agencies (in or
outside of such Borough) where the Securities may be presented or surrendered for any or
all of such purposes, and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in such Borough for such
purposes. 



Section 1003.    Money For
Security Payments to Be Held In Trust; Appointment of Paying Agent 



        If
the Company shall at any time act as its own Paying Agent, it will, on or before each due
date of the principal of (and premium, if any) or interest on any of the Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any) or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein provided, and
will promptly notify the Trustee of its action or failure so to act. 



        Whenever
the Company shall have one or more Paying Agents, it will, on or before each due date of
the principal of (and premium, if any) or interest on any Securities, deposit with a
Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons entitled to such
principal (and premium, if any) or interest, and (unless such Paying Agent is the Trustee)
the Company will promptly notify the Trustee of its action or failure so to act. The
Company initially appoints the Trustee as Paying Agent. 



        The
Company will cause each Paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will 



          		       
(1)   
               hold all sums held by it for the payment of the principal of (and premium, if
               any) or interest on Securities in trust for the benefit of the Persons entitled
               thereto until such sums shall be paid to such Persons or otherwise disposed of
               as herein provided; 



               



          		       
(2)   
               give the Trustee notice of any default by the Company (or any other obligor upon
               the Securities) in the making of any payment of principal (and premium, if any)
               or interest; and 



               



          		       
(3)   
               at any time during the continuance of any such default, upon the written request
               of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
               Paying Agent. 



               



        The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture or for any other purpose, pay, or direct any Paying Agent to pay, to the
Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held
by the Trustee upon the same trusts as those upon which such sums were held by the Company
or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such money. 



        Any
money deposited with the Trustee or any Paying Agent or then held by the Company, in trust
for the payment of the principal of (and premium, if any) or interest on any Security and
remaining unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published once or
mailed to each such holder or both, in a newspaper published in the English language
customarily published on 


	43	Exhibit 4.2 






each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed balance of such money then remaining will be repaid
to the Company. 



Section 1004.    Statement
As to Default 



        The Company will deliver to the Trustee, on or before a date not more than four months after the end of each fiscal year (which on
the date hereof ends on the last day of April) of the Company ending after the date hereof, a statement (which shall not be deemed an
Officer's Certificate and need not conform with any of the provisions of Section 102) signed by the principal executive officer,
principal financial officer or principal accounting officer of the Company, stating that in the course of the performance by the
signers of their duties as officers of the Company and based upon a review made under their supervision of the activities of the
Company during such year and of the Company's performance under this Indenture they would normally obtain knowledge whether or not
the Company is in default in the performance of any covenant or agreement set forth in the Indenture, stating whether or not they
have obtained knowledge that the Company is in default in the performance of any such covenant or agreement, and if so, specifying
each such default of which the signers have knowledge and the nature thereof.  The Company will notify the Trustee promptly in
writing of any change of its fiscal year. 



Section 1005.    Corporate
Existence 



        Subject
to Article Eight, the Company will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights (charter and statutory)
and franchises; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and that the
loss thereof is not disadvantageous in any material respect to the Holders of the
Securities. 



Section 1006.    Limitation
Upon Liens 



            
(a)   
          The Company will not create, assume, guarantee or suffer to exist, and will not
          cause, suffer or permit any Restricted Subsidiary to create, assume, guarantee
          or suffer to exist, any indebtedness for borrowed money secured by pledge of, or
          mortgage or lien on, any of its Principal Plants, or on any capital stock of any
          Restricted Subsidiary (whether such capital stock is now owned or hereafter
          acquired) without effectively providing that the Securities (together with, if
          the Company shall so determine, any other indebtedness of the Company then
          existing or thereafter created ranking equally with the Securities and any other
          indebtedness of the Restricted Subsidiary then existing or thereafter created)
          shall be secured by the security of such secured indebtedness equally and
          ratably therewith, other than 



               	  	    (i)   
                    purchase money pledges of, or purchase money mortgages or liens on, property
                    acquired (including through merger or consolidation) after the date of execution
                    of this Indenture, so long as such pledges, mortgages and liens are created not
                    later than 180 days following acquisition or completion of construction of a
                    Principal Plant to secure payment of the purchase price or construction cost
                    thereof, or to secure debt incurred for such purpose, and so long as such
                    pledges, mortgages and liens shall attach only to the assets so acquired and
                    improvements, 



                    



               	  	    (ii)   
                    pledges, mortgages or liens existing at the time of acquisition (including
                    through merger or consolidation) on property acquired after the date of
                    execution of this Indenture, so long as such pledges, mortgages and liens shall
                    attach only to the assets so acquired and improvements thereon, 



                    


               	  	    (iii)   
                    pledges of or mortgages or liens on property of a Restricted Subsidiary existing
                    at the time it becomes a Restricted Subsidiary (including through acquisition or
                    merger), as long as such 



                    


	44	Exhibit 4.2 






               	  	pledge, mortgage or lien is not incurred in
                    contemplation of such Restricted Subsidiary becoming a Restricted Subsidiary, 



                    



               	  	    (iv)   
                    pledges, mortgages or liens to secure all or any part of the cost of development
                    or construction of any property or assets or improvements thereon and which
                    shall be released or satisfied within 180 days after completion of such
                    development or construction; provided, however, that such pledges, mortgages or
                    liens shall extend solely to the property altered, repaired or improved, 



                    



               	  	    (v)   
                    pledges, mortgages or liens required in connection with the acquisition,
                    construction or development of additions or extensions to Principal Plants which
                    shall be financed by obligations described in Sections 141–145 of the
                    Internal Revenue Code of 1986, as amended, or by obligations entitled to
                    substantially similar tax benefits under other legislation or regulations in
                    effect from time to time, 



                    



               	  	    (vi)   
                    pledges, mortgages or liens securing indebtedness owing to the Company or a
                    wholly-owned Restricted Subsidiary by a Restricted Subsidiary, 



                    



               	  	    (vii)   
                    pledges, mortgages or liens existing at the date of this Indenture, 



                    



               	  	    (viii)   
                    pledges, mortgages or liens on property of a corporation existing at the time
                    such corporation is merged into or consolidated with the Company or a Restricted
                    Subsidiary or at the time of a sale, lease or other disposition of the
                    properties of a corporation as an entirety or substantially as an entirety to
                    the Company or a Restricted Subsidiary, 



                    



               	  	    (ix)   
                    pledges, mortgage or liens on property of the Company or a Restricted Subsidiary
                    in favor of the United States of America or any State thereof, or any
                    department, agency, instrumentality or political subdivision thereof, to secure
                    any payments, including advance or progress payments, pursuant to any contract
                    or statute or to secure any indebtedness incurred or guaranteed for the purpose
                    of financing all or any part of the purchase price or the cost of construction
                    of the property subject to such pledges, mortgages or liens (including, but not
                    limited to, pledges, mortgages or liens incurred in connection with pollution
                    control bonds, industrial revenue bonds or similar financings), 



                    



               	  	    (x)   
                    extensions, renewals or replacements of pledges, mortgages or liens referred to
                    in clauses (i) to (ix), inclusive, above, provided that the amount of
                    indebtedness secured by such extension, renewal or replacement shall not exceed
                    the principal amount of indebtedness being extended, renewed or replaced, nor
                    shall the pledge, mortgage or lien be extended to any additional Principal
                    Plant, 



                    



               	  	    (xi)   
                    as permitted under Subsection (b) of this Section 1006, and 



                    



               	  	    (xii)   
                    as permitted by Subsection (d) of this Section 1006. 



                    




            
(b)   
          If the Company or any Restricted Subsidiary shall at any time enter into a
          merger or consolidation with another corporation or purchase all or
          substantially all of the assets of another corporation, or if the Company shall
          sell all or substantially all of its assets to another corporation and if such
          other corporation has outstanding indebtedness secured by a mortgage or other
          lien which, by reason of an after-acquired property clause or similar provision
          therein contained, would extend, after such merger, consolidation, sale or
          purchase, to any Principal Plant owned by the Company or such Restricted
          Subsidiary immediately prior to such merger, consolidation, sale or purchase,
          the Company or such Restricted Subsidiary, as the case may be, shall in such
          event be deemed to have created a mortgage or lien, within the prohibition of
          Subsection (a) of this Section 1006, unless (i) such merger or consolidation
          involving a Restricted Subsidiary shall constitute a disposition by the Company
          of its interest in the Restricted Subsidiary, or (ii) either (A) at or prior to
          the effective date of such merger, consolidation, sale or purchase, such
          mortgage or lien shall have been released of record or otherwise satisfied to
          the extent it 


	45	Exhibit 4.2 





     would extend to such Principal Plant or (B) prior to such merger,
          consolidation, sale or purchase, the Company or such Restricted Subsidiary, as
          the case may be, shall have created, as security for the Securities (and, if the
          Company shall so determine, as security for any other indebtedness of the
          Company then existing or thereafter created ranking equally with the Securities
          and any other indebtedness of the Restricted Subsidiary then existing or
          thereafter created), a valid lien which, upon completion of said merger,
          consolidation, sale or purchase, will rank prior to the lien of such mortgage or
          other lien of such other corporation on such Principal Plant. 



            
(c)   
          If pursuant to the provisions of this Section 1006 the Company or any Restricted
          Subsidiary shall at any time be obligated to secure the Securities (together
          with, if the Company shall so determine, any other indebtedness then existing or
          thereafter created ranking equally with the Securities and any other
          indebtedness of the Restricted Subsidiary then existing or thereafter created),
          the Company covenants and agrees that it will promptly furnish to the Trustee 



               	  	    (i)   
                    an Officers’ Certificate stating that the applicable covenant of the
                    Company above set forth in this Section 1006 has been complied with; and 



                    


               	  	    (ii)   
an Opinion of Counsel to the effect that such covenant has been complied with.



                    




            
(d)   
          Notwithstanding the foregoing provisions of this Section 1006, the Company and
          any one or more Restricted Subsidiaries may create, assume, guarantee or suffer
          to exist any indebtedness for borrowed money otherwise subject to the foregoing
          restrictions and in addition to that permitted by Subsection (a) or (b) of this
          Section 1006 (other than pursuant to clause (xii) of said Subsection (a)), and
          renew, extend or replace such indebtedness for money borrowed; provided, that,
          at the time of such creation, assumption, renewal, extension or replacement, the
          aggregate amount of such indebtedness for money borrowed, when added to the fair
          market value of property transferred in sale-leaseback transactions as permitted
          by Section 1007(c) and the aggregate amount of Funded Debt permitted by
Section 1008(b), does not at the time exceed 10% of Consolidated Total
          Assets as shown in the Company’s audited consolidated balance sheet
          contained in the latest annual report to its shareholders. 



Section 1007.   
Sale-Leaseback Transactions Relating to Principal Plants 



            
(a)   
          Except to the extent permitted under Subsection (c) of this Section 1007, and
          except for any transaction involving a lease for a temporary period, not to
          exceed three years, by the end of which it is intended that the use of the
          leased property by the Company or any Restricted Subsidiary will be
          discontinued, the Company shall not sell to any Person other than a Restricted
          Subsidiary any Principal Plant as an entirety, or any substantial portion
          thereof, with the intention of taking back a lease of such property and the
          Company will not permit any Restricted Subsidiary to sell to anyone other than
          the Company or a Restricted Subsidiary any Principal Plant as an entirety, or
          any substantial portion thereof, with the intention of taking back a lease of
          such property unless 




               	  	    (i)   
                    the net proceeds of such sale (including any purchase money mortgages received
                    in connection with such sale) are at least equal to the fair market value (as
                    determined by Board Resolution) of such property and 



                    



          	  	    (ii)   
               subject to Subsection (d) of this Section 1007, the Company shall, within 180
               days after the transfer of title to such property 



               



          	(a) 	  	
               purchase, and surrender to the Trustee for retirement as provided in this
               Section 1007, a principal amount of Securities equal to the net proceeds derived
               from such sale (including the amount of any such purchase money mortgages), or 



               



          	(b) 	  	
               repay other Funded Debt of the Company or any Restricted Subsidiary in an amount
               equal to such net proceeds, or 



               


	46	Exhibit 4.2 






          	(c) 	  	
               expend an amount equal to such net proceeds for the expansion, construction or
               acquisition of a Principal Plant, or 



               



          	  	    (iii)   
               effect a combination of such purchases, repayments and plant expenditures in an
               amount equal to such net proceeds. 



               



            
(b)   
          At or prior to the date 180 days after a transfer of title to a Principal Plant
          which shall be subject to the requirements of this Section 1007, the Company
          shall furnish to the Trustee: 



               	  	    (i)   
                    an Officers’ Certificate stating that the covenant of the Company in
                    Section 1007(a) has been complied with and setting forth in detail the manner of
                    such compliance, which certificate shall contain information as to (A) the
                    amount of Securities theretofore redeemed and the amount of Securities
                    theretofore purchased by the Company and cancelled by the Trustee and the amount
                    of Securities purchased by the Company and then being surrendered to the Trustee
                    for retirement, (B) the amount thereof previously credited under Subsection (d)
                    of this Section 1007, (C) the amount thereof which it then elects to have
                    credited on its obligation under Subsection (d) of this Section 1007, and (D)
                    any amount of other indebtedness which the Company has repaid or will repay and
                    of the expenditures which the Company has made or will make in compliance with
                    its obligation under Subsection (a) of this Section 1007, 



                    



               	  	    (ii)   
                    a deposit with the Trustee for retirement of the Securities then being
                    surrendered as set forth in such certificate; and 



                    



               	  	    (iii)   
                    an Opinion of Counsel to the effect that such covenant has been complied with. 



                    



            
(c)   Notwithstanding the restriction of Subsection (a) of this Section 1007, the Company and any one or more Restricted Subsidiaries may
transfer property in sale-leaseback transactions which would otherwise be subject to such restriction if the aggregate amount of the
fair market value of the property so transferred, when added to the aggregate amount of indebtedness for borrowed money permitted by
Section 1006(d) and the aggregate amount of Funded Debt permitted by Section 1008(b) which shall be outstanding at the time (computed
without duplication of the value of property transferred as provided in this Subsection (c)), does not at the time exceed 10% of
Consolidated Total Assets as shown in the Company's audited consolidated balance sheet contained in the latest annual report to its
shareholders. 



            
(d)   
          The Company, at its option, shall be entitled to a credit, in respect of its
          obligation to purchase and retire Securities under this Section 1007, for the
          principal amount of any Securities deposited with the Trustee for the purpose
          and also for the principal amount of (i) any Securities theretofore redeemed at
          the option of the Company and (ii) any Securities previously purchased by the
          Company and cancelled by the Trustee, and in each case not theretofore applied
          as a credit under this Subsection (d) or Section 1202. 




            
(e)   
          For purposes of this Section 1007, the amount or the principal amount of
          Securities which are Original Issue Discount Securities shall be the principal
          amount of said Original Issue Discount Securities that on the date of the
          purchase or redemption of such Securities referred to in this Section could be
          declared to be due and payable pursuant to Section 502. 



Section 1008.    Limitation
Upon Funded Debt of Restricted Subsidiaries. 



            
(a)   
The Company will not permit any Restricted Subsidiary to create, assume or permit to exist any Funded Debt other than (A) Funded Debt
secured by a mortgage, pledge or lien which is permitted to such Restricted Subsidiary under the provisions of Section 1006, (B)
Funded Debt owed to the Company or any wholly-owned Restricted Subsidiary, (C) Funded Debt of a corporation existing at the time it
becomes a Restricted Subsidiary, (D) Funded Debt created in connection with, or with a view to, compliance by such Restricted
Subsidiary with the requirements of any program, law, statute or regulation of any federal, state or local governmental authority,
which is applicable to such Restricted Subsidiary and which provides financial or tax benefits to such Restricted Subsidiary which
are not available directly to the Company or available directly to the Company only on terms which the Company 


	47	Exhibit 4.2 




     determines are not as
favorable as those available to the Restricted Subsidiary and (E) guarantees existing at the date of this Indenture or provide in
support of Securities issued as provided in this Indenture.



         
   (b)   
          Notwithstanding the provisions of paragraph (a) of this Section 1008, any
          Restricted Subsidiary may create, assume or permit to exist any Funded Debt in
          addition to that permitted by paragraph (a) of this Section 1008, and renew,
          extend or replace such Funded Debt, provided that at the time of such creation,
          assumption, renewal, extension or replacement, and after giving effect thereto,
          the aggregate amount of such Funded Debt which would otherwise be subject to the
          foregoing restriction, together with the aggregate amount of indebtedness for
          borrowed money permitted by Subsection (d) of Section 1006 and the aggregate
          amount of the fair market value of property transferred in sale-leaseback
          transactions as permitted by Subsection (c) of Section 1007 (computed without
          duplication of amounts) does not at the time exceed 10% of Consolidated Total
          Assets as shown in the Company’s audited consolidated balance sheet
          contained in the latest annual report to its shareholders. 



Section 1009.    Waiver of
Certain Covenants 



        The
Company may omit in any particular instance to comply with any covenant or condition set
forth in Sections 1004 to 1008, inclusive, and any other covenant or condition set forth
in any Authorizing Resolution or supplemental indenture for the benefit of the Holders of
the Securities or any particular Series of Securities, if the Holders of at least a
majority in principal amount of the Securities at the time Outstanding of all Series which
are entitled to the benefits thereof (voting as a single class) shall, by Act of such
Holders, either waive such compliance in such instance or generally waive compliance with
such covenant or condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in respect of any
such covenant or condition shall remain in full force and effect. 



Section 1010.    Calculation of
Original Issue Discount



        
The Company shall file with the Trustee promptly at the end of each calendar year during which any original issue
discount Securities shall be Outstanding (i) a written notice specifying the amount of original issue discount
(including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and
(ii) such other specific information relating to such original issue discount as may then be relevant under the
Revenue Code of 1986, as amended from time to time.





ARTICLE ELEVEN 
REDEMPTION OF
SECURITIES 



Section 1101.   Right of
Redemption 



        Redeemable
Securities may be redeemed otherwise than through the operation of the Sinking Fund
provided for in Article Twelve at the election of the Company at the times, on the
conditions and at the Redemption Prices specified therein, in (or pursuant to) the
Authorizing Resolution relating thereto and in the supplemental indenture (if any)
executed in connection with the issuance of such Securities, any Redemption Price to be
accompanied by accrued interest to the Redemption Date. 





Section 1102.   
Applicability of Article 



        Redemption
of Securities at the election of the Company or otherwise, as permitted or required by any
provision referred to in Section 1101, shall be made in accordance with such provision and
this Article. 



Section 1103.    Election
to Redeem; Notice to Trustee 



        The
election of the Company to redeem any Securities shall be evidenced by a Board Resolution
or set forth in an Officers’ Certificate which states that such election has been
duly authorized by all 


	48	Exhibit 4.2 





requisite corporate action on the part of the Company. In case of
any redemption at the election of the Company the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to
the Trustee), notify the Trustee of such Redemption Date and of the principal amount of
Securities of the Series or the several Series to be redeemed. In the case of any
redemption of Securities prior to the expiration of any restriction on such redemption
provided in the Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with such restriction. 



Section 1104.    Selection
By Trustee of Securities to Be Redeemed 



        If
less than all the Securities of any Series are to be redeemed, the particular Securities
of such Series to be redeemed shall be selected not more than 90 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such Series not
previously called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination of the Series or any integral multiple thereof) of the
principal amount of such Securities of a denomination larger than such minimum
denomination. If the Company shall so specify, Securities held by the Company or any
Subsidiary shall not be included in the Securities selected for redemption. 



        If
any Security selected for partial redemption is converted in part before termination of
the conversion right with respect to the portion of the Security so selected, the
converted portion of such Security shall be deemed (so far as may be) to be the portion
selected for redemption. Securities that have been converted during a selection of
Securities to be redeemed may be treated by the Trustee as Outstanding for the purpose
of such selection. 



        The
Trustee shall promptly notify the Company in writing of the Securities selected for
redemption and, in the case of any Security selected for partial redemption, the principal
amount thereof to be redeemed. 



        For
all purposes of this Indenture, unless the context otherwise requires, all provisions
relating to the redemption of Securities shall relate, in the case of any Securities
redeemed or to be redeemed only in part, to the portion of the principal amount of such
Security which has been or is to be redeemed. 



Section 1105.    Notice of
Redemption 



        Notice
of redemption shall be given by first class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed, at his address appearing in the Security Register. 



        All
notices of redemption shall state: 



          		       
(1)   
               the Redemption Date, 



               



          		       
(2)   
               the Redemption Price, 



               



          		       
(3)   
               if less than all Outstanding Securities of the Series are to be redeemed, the
               identification (and, in the case of partial redemption, the principal amount),
               including Cusip number, of the particular Securities to be redeemed, 



               



          		       
(4)   
               that on the Redemption Date the Redemption Price will become due and payable
               upon each such Security, and that interest thereon shall cease to accrue on and
               after said date, 



               



          		       
(5)   
               if applicable, the conversion price, the date on which the right to convert the
               principal of the Securities or the portions thereof to be redeemed will
               terminate, and the place or places where such Securities may be surrendered for
               conversion, 



               



          		       
(6)   
               that the redemption is for a Sinking Fund, if such is the case, 



               

	49	Exhibit 4.2 





          		       
(7)   
               the name and address of the Paying Agent or such other
               place or places where such Securities are to be surrendered for payment of
               the Redemption Price, and 



               



          		       
(8)   
               applicable CUSIP Numbers. 



               



        Notice
of redemption of Securities to be redeemed at the election of the Company shall be given
by the Company or, at the Company’s request, by the Trustee in the name of and at the
expense of the Company. 



Section 1106.    Deposit of
Redemption Price 



        On
or prior to any Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in
trust as provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date) any
accrued interest on, all the Securities or portions thereof which are to be redeemed on
that date. 



        If
any Security called for redemption is converted, any money deposited with the Trustee or
with a Paying Agent or so segregated and held in trust for the redemption of such Security
shall (subject to the right of any Holder of such Security to receive interest as provided
in the last paragraph of Section 3.7) be paid to the Company on Company Request, or if
then held by the Company, shall be discharged from such trust. 



Section 1107.    Securities
Payable On Redemption Date 



        Notice
of redemption having been given as aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price thereof and from and
after such date (unless the Company shall default in the payment of the Redemption Price
and accrued interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice such Security shall be paid by
the Company at the Redemption Price, together with accrued interest to the Redemption
Date; provided, however, that installments of interest whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such Securities, or one
or more Predecessor Securities, registered as such on the relevant Regular or Special
Record Date according to their terms and the provisions of Section 307. 



        If
any Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal (and premium, if any) shall, until paid or duly provided for,
bear interest from the Redemption Date at the rate borne by the Security or, in the case
of Original Issue Discount Securities, at a rate equal to the Yield to Maturity thereof. 



Section 1108.    Securities
Redeemed In Part 



        Any
Security which is to be redeemed only in part shall be surrendered at the office or agency
of the Company maintained for that purpose pursuant to Section 1002 (with, if the Company
or the Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing), and the Company shall execute and the
Authenticating Agent shall authenticate and deliver to the Holder of such Security,
without service charge, a new Security or Securities of the same Series, of any authorized
denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so surrendered;
except that if a Global Security is so surrendered, the Company shall execute, and the
Authenticating Agent shall authenticate, upon Company Order, and deliver to the Depositary
for such Global Security without service charge, a new Global Security in a denomination
equal to and in exchange for the unredeemed portion of the principal amount of the Global
Security so surrendered. 


	50	Exhibit 4.2 





ARTICLE TWELVE 
SINKING FUND 



Section 1201.    Sinking
Fund Payments 



        As
and for a Sinking Fund for the retirement of Sinking Fund Securities, the Company will,
until all such Securities are paid or payment thereof is duly provided for, deposit in
accordance with Section 1106, at such times and subject to such terms and conditions as
shall be specified in the provisions of such Securities and the Authorizing Resolution and
supplemental indenture (if any) relating thereto, such amounts in cash as shall be
required or permitted under such provisions in order to redeem Securities on the specified
Redemption Dates at a Redemption Price equal to their principal amounts, less in each such
case the amount of any credit against such payment received by the Company under Section
1202. Each such Sinking Fund payment shall be applied to the redemption of Securities on
the specified Redemption Date as herein provided. 



Section 1202.   
Satisfaction of Sinking Fund Payments With Securities 



        The
Company (1) may deliver Securities of the same Series (other than any previously called
for redemption or theretofore applied as a credit against a Sinking Fund payment or as a
credit under Section 1007(d)) and (2) may apply as a credit Securities of the same Series
redeemed at the election of the Company pursuant to Section 1101 or through the operation
of the Sinking Fund in any period in excess of the minimum amount required for such period
under Section 1201 or the provisions relating to such Series referred to in Section 1201
and not theretofore applied as a credit against a Sinking Fund payment or as a credit
under Section 1007(d), in each case in satisfaction of all or any part of any Sinking Fund
payment required to be made pursuant to Section 1201. Each such Security so delivered or
applied shall be credited for such purpose by the Trustee at a Redemption Price equal to
its principal amount and the required amount of such Sinking Fund payment shall be reduced
accordingly. 



Section 1203.    Redemption
of Securities For Sinking Fund 



        If
in any year the Company shall elect to redeem in excess of the minimum principal amount of
Securities required to be redeemed pursuant to Section 1201 or to satisfy all or any part
of any Sinking Fund payment by delivering or crediting Securities pursuant to Section
1202, then at least 60 days prior to the date on which the Sinking Fund payment in
question shall be due (or such shorter period as shall be approved by the Trustee), the
Company shall deliver to the Trustee an Officers’ Certificate specifying the amount
of the Sinking Fund payment and the portions thereof which are to be satisfied by payment
of cash, by delivery of Securities or by crediting Securities, and, at least 45 days prior
to the Sinking Fund payment date (or such shorter period as shall be approved by the
Trustee), will also deliver to the Trustee the Securities to be so delivered. Such
Officers’ Certificate shall also state that the Securities forming the basis of any
such credit do not include any Securities which have been redeemed through the operation
of the Sinking Fund in the minimum amount required under Section 1201, previously credited
against any Sinking Fund payment or credited in accordance with Section 1007(d). The
Trustee shall, upon the receipt of such Officers’ Certificate (or, if it shall not
have received such an Officers’ Certificate at least 60 days prior to the Sinking
Fund payment date, then following such 60th day), select the Securities to be redeemed
upon the next Sinking Fund payment date, in the manner specified in Section 1104, and
cause notice of the redemption thereof to be given in the name of and at the expense of
the Company in the manner provided in Section 1105. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the manner stated in
Sections 1107 and 1108. 






	51	Exhibit 4.2 






ARTICLE THIRTEEN 
DEFEASANCE AND
COVENANT DEFEASANCE 



Section 1301.    Defeasance 



        Upon
the Company’s election to have this Section 1301 apply to one or more Series of
Securities, and upon satisfaction of the applicable conditions specified in Section 1303,
the Company shall be discharged from all of its obligations under such Securities and
under this Indenture with respect to such Securities, except for its obligations under
Sections 304, 305, 306, 607, 1002 and 1003 and this Article Thirteen (referred to below as
a “defeasance”). 



Section 1302.    Covenant
Defeasance 



        Upon
the Company’s election to have this Section 1302 apply to one or more Series of
Securities, and upon satisfaction of the applicable conditions specified in Section 1303,
the occurrence of an event specified in Section 501(3) or (4) shall not be deemed to be an
Event of Default in respect of such Securities (referred to below as a “covenant
defeasance”). 



Section
1303.    Conditions to Defeasance or Covenant Defeasance



        The following shall be the conditions to application of either Section 1301 or Section 1302 to
the Securities of any Series: 



	  	       (1)    The Company shall irrevocably have deposited or caused
to be deposited with the Trustee (which term, for purposes of
this
Article, shall also refer to another trustee satisfying the requirements of Section 609
who shall agree to comply with the applicable provisions of this Article) in trust for the
Holders of such Securities (A) money in an amount, or (B) U.S. Government Obligations (as
defined below) which through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than one day before the due
date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the
opinion of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge the principal
of (and premium, if any) and interest on such Securities on the Stated Maturity thereof in
accordance with this Indenture and such Securities. “U.S. Government 
Obligations” means securities that are (x) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged or (y)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of America, which,
in either case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act of 1933, as amended) as custodian of such U.S. Government Obligation or
of a specific payment of principal of or interest on any such U.S. Government Obligation
held by such custodian for the account of the holder of such depository receipt, provided
that (except as required by law) such custodian is not authorized to make any deduction
from the amount payable to such holder from any amount received by the custodian in
respect of such U.S. Government Obligation. 






          		       
(2)   
               The Company shall have delivered to the Trustee an Opinion of Counsel stating
               that the Holders of such Securities will not recognize gain or loss for Federal
               income tax purposes as a result of such deposit, defeasance or covenant
               defeasance and will be subject to Federal income tax on the same amount, in the
               same manner and at the same times as would have been the case if such deposit,
               defeasance or covenant defeasance had not occurred. 



               



          		       
(3)   
               The Company shall have delivered to the Trustee an Officers’ Certificate to
               the effect that such Securities, if then listed on any securities exchange, will
               not be delisted as a result of such deposit. 



               

	52	Exhibit 4.2 





          		       
(4)   
               No Event of Default or event which with notice or lapse of time or both would
               become an Event of Default with respect to such Securities shall have occurred
               and be continuing on the date of such deposit or, insofar as any event described
               in Section 501(5) or (6), at any time prior to the 91st day after such deposit. 



               



          		       
(5)   
               Such deposit, defeasance or discharge shall not result in a violation of, or
               constitute a default under, any other agreement or instrument to which the
               Company is a party or by which it is bound. 



               



          		       
(6)   
               Such defeasance or covenant defeasance shall not result in the trust arising
               from such deposit constituting an investment company as defined in the
               Investment Company Act of 1940, as amended, or such trust shall be qualified
               under such Act or exempt from regulation thereunder. 



               



          		       
(7)   
               The Company shall have delivered to the Trustee (i) an Officers’
               Certificate setting forth such election under Section 1301 or 1302, as
               applicable, and stating that all conditions precedent provided for relating to
               such defeasance, discharge or deposit have been complied with, and (ii) an
               Opinion of Counsel stating that all conditions precedent provided for relating
               to such defeasance, discharge or deposit have been complied with. 



               



Section 1304.   
Application of Funds 



        Subject
to the provisions of the last paragraph of Section 1003, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant to
Section 1303 in respect of one or more Series of Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of principal and any
premium and interest, but such money need not be segregated from other funds except to the
extent required by law. 



        The
Company shall pay (in addition to any U.S. Government Obligations deposited pursuant to
Section 1303), and indemnify the Trustee against, any tax, fee or other charge imposed on
or assessed against the U.S. Government Obligations deposited pursuant to Section 1303 or
the principal and interest received in respect thereof other than any such tax, fee or
other charge which by law is for the account of the Holders of the Outstanding Securities. 



        Anything
in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 1303 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, are in excess of the amount thereof which would then be
required to be deposited to effect an equivalent defeasance or covenant defeasance. 




Section 1305.   
Reinstatement 



        If
the Trustee or the Paying Agent is unable to apply any money in accordance with Section
1304 by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations
under this Indenture and the Securities of such Series shall be revived and reinstated as
though no deposit had occurred pursuant to this Article Thirteen until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section
1304; provided, however, that if the Company makes any payment of principal of and
any premium or interest on any Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of the Securities of such
Series to receive such payment from the money held by the Trustee or the Paying Agent. 


	53	Exhibit 4.2 





ARTICLE FOURTEEN 
CONVERSION OF
SECURITIES 



Section 1401.   
Applicability of Article 



        The
provisions of this Article shall be applicable to the Securities of any series which are
convertible into shares of Common Stock of the Company, and the issuance of such shares of
Common Stock upon the conversion of such Securities, except as otherwise specified as
contemplated by Section 301 for the Securities of such series. 



Section 1402.    Exercise
of Conversion Privilege 



        In
order to exercise a conversion privilege, the Holder of a Security of a series with such a
privilege shall surrender such Security to the Company at the office or agency maintained
for that purpose pursuant to Section 1002, accompanied by a duly executed conversion
notice to the Company substantially in the form set forth in Section 206 (or other form
specified pursuant to the related supplemental indenture or Board Resolution) stating that
the Holder elects to convert such Security or a specified portion thereof. Such notice
shall also state, if different from the name and address of such Holder, the name or names
(with address) in which the certificate or certificates for shares of Common Stock which
shall be issuable on such conversion shall be issued. Securities surrendered for
conversion shall (if so required by the Company or the Trustee) be duly endorsed by or
accompanied by instruments of transfer in forms satisfactory to the Company and the
Trustee duly executed by the registered Holder or its attorney duly authorized in writing;
and Securities so surrendered for conversion (in whole or in part) during the period from
the close of business on any Regular Record Date to the opening of business on the next
succeeding Interest Payment Date (excluding Securities or portions thereof called for
redemption during the period beginning at the close of business on a Regular Record Date
and ending at the opening of business on the first Business Day after the next succeeding
Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second
such Business Day) shall also be accompanied by payment in funds acceptable to the Company
of an amount equal to the interest payable on such Interest Payment Date on the principal
amount of such Security then being converted, and such interest shall be payable to such
registered Holder notwithstanding the conversion of such Security, subject to the
provisions of Section 307 relating to the payment of Defaulted Interest by the Company. As
promptly as practicable after the receipt of such notice and of any payment required
pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in
the manner provided, in an Officers’ Certificate, or established in one or more
indentures supplemental hereto setting forth the terms of such series of Security, and the
surrender of such Security in accordance with such reasonable regulations as the Company
may prescribe, the Company shall issue and shall deliver, at the office or agency at which
such Security is surrendered, to such Holder or on its written order, a certificate or
certificates for the number of full shares of Common Stock issuable upon the conversion of
such Security (or specified portion thereof), in accordance with the provisions of such
Board Resolution, Officers’ Certificate or supplemental indenture, and cash as
provided therein in respect of any fractional share of such Common Stock otherwise
issuable upon such conversion. Such conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which such notice and such
payment, if required, shall have been received in proper order for conversion by the
Company and such Security shall have been surrendered as aforesaid (unless such Holder
shall have so surrendered such Security and shall have instructed the Company to effect
the conversion on a particular date following such surrender and such Holder shall be
entitled to convert such Security on such date, in which case such conversion shall be
deemed to be effected immediately prior to the close of business on such date) and at such
time the rights of the Holder of such Security as such Security Holder shall cease and the
person or persons in whose name or names any certificate or certificates for shares of
Common Stock of the Company shall be issuable upon such conversion shall be deemed to have
become the Holder or Holders of record of the shares represented thereby. Except as set
forth above and subject to the final paragraph of Section 307, no payment or


	54	Exhibit 4.2 







 adjustment
shall be made upon any conversion on account of any interest accrued on the Securities (or
any part thereof) surrendered for conversion or on account of any dividends on the Common
Stock of the Company issued upon such conversion. In the case of any Security which is
converted in part only, upon such conversion the Company shall execute and the Trustee
shall authenticate and deliver to or on the order of the Holder thereof, at the expense of
the Company, a new Security or Securities of the same series, of authorized denominations,
in aggregate principal amount equal to the unconverted portion of such Security. 



Section 1403.    No
Fractional Shares 



        No
fractional share of Common Stock of the Company shall be issued upon conversions of
Securities of any series. If more than one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares which shall be issuable upon
conversion shall be computed on the basis of the aggregate principal amount of the
Securities (or specified portions thereof to the extent permitted hereby) so surrendered.
If, except for the provisions of this Section, any Holder of a Security or Securities
would be entitled to a fractional share of Common Stock of the Company upon the conversion
of such Security or Securities, or specified portions thereof, the Company shall pay to
such Holder an amount in cash equal to the current market value of such fractional share
computed, (i) if such Common Stock is listed or admitted to unlisted trading privileges on
a national securities exchange or market, on the basis of the last reported sale price on
such exchange or market on the last trading day prior to the date of conversion upon which
such a sale shall have been effected, or (ii) if such Common Stock is not at the time so
listed or admitted to unlisted trading privileges on a national securities exchange or
market, on the basis of the average of the bid and asked prices of such Common Stock in
the over-the-counter market, on the last trading day prior to the date of conversion, as
reported by the National Quotation Bureau, Incorporated or similar organization if the
National Quotation Bureau, Incorporated is no longer reporting such information, or if not
so available, the fair market price as determined by the Board of Directors. For purposes
of this Section, “trading day” shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday other than any day on which the Common Stock is not traded on the New
York Stock Exchange, or if the Common Stock is not traded on the New York Stock Exchange,
on the principal exchange or market on which the Common Stock is traded or quoted. 



Section 1404.    Adjustment
of Conversion Price 



        The
conversion price of Securities of any series that is convertible into Common Stock of the
Company shall be adjusted for any stock dividends, stock splits, reclassifications,
combinations or similar transactions in accordance with the terms of the supplemental
indenture or Board Resolutions setting forth the terms of the Securities of such series.
Whenever the conversion price is adjusted, the Company shall compute the adjusted
conversion price in accordance with terms of the applicable Board Resolution or
supplemental indenture and shall prepare an Officers’ Certificate setting forth the
adjusted conversion price and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed at each office or
agency maintained for the purpose of conversion of Securities pursuant to Section 1002
and, if different, with the Trustee. The Company shall forthwith cause a notice setting
forth the adjusted conversion price to be mailed, first class postage prepaid, to each
Holder of Securities of such series at its address appearing on the Security Register and
to any conversion agent other than the Trustee. 



Section 1405.    Notice of
Certain Corporate Actions 



       In
case:



            (1)   
          the Company shall declare a dividend (or any other distribution) on its Common
          Stock payable otherwise than in cash out of its retained earnings (other than a
          dividend for which approval of any shareholders of the Company is required) that
          would require an adjustment pursuant to Section 1404; or 


	55	Exhibit 4.2 






            (2)   
          the Company shall authorize the granting to all or substantially all of the
          holders of its Common Stock of rights, options or warrants to subscribe for or
          purchase any shares of capital stock of any class or of any other rights (other
          than any such grant for which approval of any shareholders of the Company is
          required); or 



            (3)   
          of any reclassification of the Common Stock of the Company (other than a
          subdivision or combination of its outstanding shares of Common Stock, or of any
          consolidation, merger or share exchange to which the Company is a party and for
          which approval of any shareholders of the Company is required), or of the sale
          of all or substantially all of the assets of the Company; or 



            (4)   
          of the voluntary or involuntary dissolution, liquidation or winding up of the
          Company; 



then the Company shall cause to be
filed with the Trustee, and shall cause to be mailed to all Holders at their last
addresses as they shall appear in the Security Register, at least 20 days (or 10 days in
any case specified in Clause (1) or (2) above) prior to the applicable record date
hereinafter specified, a notice stating (i) the date on which a record is to be taken for
the purpose of such dividend, distribution, rights, options or warrants, or, if a record
is not to be taken, the date as of which the holders of Common Stock of Record to be
entitled to such dividend, distribution, rights, options or warrants are to be determined,
or (ii) the date on which such reclassification, consolidation, merger, share exchange,
sale, dissolution, liquidation or winding up is expected to become effective, and the date
as of which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, share exchange, sale, dissolution,
liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a
copy of such notice shall also forthwith be filed by the Company with the Trustee. 



Section 1406.   
Reservation of Shares of Common Stock 



        The
Company shall at all times reserve and keep available, free from preemptive rights, out of
its authorized but unissued Common Stock, for the purpose of effecting the conversion of
Securities, the full number of shares of Common Stock of the Company then issuable upon
the conversion of all outstanding Securities of any series that has conversion rights. 



Section 1407.    Payment of
Certain Taxes Upon Conversion 



        Except
as provided in the next sentence, the Company will pay any and all taxes that may be
payable in respect of the issue or delivery of shares of its Common Stock on conversion of
Securities pursuant hereto. The Company shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issue and delivery of
shares of its Common Stock in a name other than that of the Holder of the Security or
Securities to be converted, and no such issue or delivery shall be made unless and until
the person requesting such issue has paid to the Company the amount of any such tax, or
has established, to the satisfaction of the Company, that such tax has been paid. 



Section 1408.   
Nonassessability 



        The
Company covenants that all shares of its Common Stock which may be issued upon conversion
of Securities will upon issue in accordance with the terms hereof be duly and validly
issued and fully paid and nonassessable. 



Section 1409.   
  Provision in Case of Consolidation, Merger or Sale of Assets



        In
case of any consolidation or merger of the Company with or into any other Person, any
merger of another Person with or into the Company (other than a merger which does not
result in any reclassification, conversion, exchange or cancellation of outstanding shares
of Common Stock of the Company) or any conveyance, sale, transfer or lease of all or
substantially all of the assets of the Company, the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be, shall
execute and deliver to the Trustee a supplemental indenture providing 


	56	Exhibit 4.2 





that the Holder of
each Security of a series then Outstanding that is convertible into Common Stock of the
Company shall have the right thereafter (which right shall be the exclusive conversion
right thereafter available to said Holder), during the period such Security shall be
convertible, to convert such Security only into the kind and amount of securities, cash
and other property receivable upon such consolidation, merger, conveyance, sale, transfer
or lease by a holder of the number of shares of Common Stock of the Company into which
such Security might have been converted immediately prior to such consolidation, merger,
conveyance, sale, transfer or lease, assuming such holder of Common Stock of the Company
(i) is not a Person with which the Company consolidated or merged with or into or which
merged into or with the Company or to which such conveyance, sale, transfer or lease was
made, as the case may be (a “Constituent Person”), or an Affiliate of a
Constituent Person and (ii) failed to exercise his rights of election, if any, as to the
kind or amount of securities, cash and other property receivable upon such consolidation,
merger, conveyance, sale, transfer or lease (provided that if the kind or amount of
securities, cash and other property receivable upon such consolidation, merger,
conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the
Company held immediately prior to such consolidation, merger, conveyance, sale, transfer
or lease by others than a Constituent Person or an Affiliate thereof and in respect of
which such rights of election shall not have been exercised (“Non-electing
Share”), then for the purpose of this Section the kind and amount of securities,
cash and other property receivable upon such consolidation, merger, conveyance, sale,
transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind
and amount so receivable per share by a plurality of the Non-electing Shares). Such
supplemental indenture shall provide for adjustments which, for events subsequent to the
effective date of such supplemental indenture, shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article or in accordance with the
terms of the supplemental indenture or Board Resolutions setting forth the terms of such
adjustments. The above provisions of this Section shall similarly apply to successive
consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution
of such a supplemental indenture shall be given by the Company to the Holder of each
Security of a series that is convertible into Common Stock of the Company as provided in
Section 106 promptly upon such execution. Neither the Trustee nor any conversion agent, if
any, shall be under any responsibility to determine the correctness of any provisions
contained in any such supplemental indenture relating either to the kind or amount of
shares of stock or other securities or property or cash receivable by Holders of
Securities of a series convertible into Common Stock of the Company upon the conversion of
their Securities after any such consolidation, merger, conveyance, transfer, sale or lease
or to any such adjustment, but may accept as conclusive evidence of the correctness of any
such provisions, and shall be protected in relying upon, an Opinion of Counsel with
respect thereto, which the Company shall cause to be furnished to the Trustee upon
request. 




Section 1410.    Duties of
Trustee Regarding Conversion 



        Neither
the Trustee nor any conversion agent shall at any time be under any duty or responsibility
to any Holder of Securities of any series that is convertible into Common Stock of the
Company to determine whether any facts exist which may require any adjustment of the
conversion price, or with respect to the nature or extent of any such adjustment when
made, or with respect to the method employed, whether herein or in any supplemental
indenture, any resolutions of the Board of Directors or written instrument executed by one
or more officers of the Company provided to be employed in making the same. Neither the
Trustee nor any conversion agent shall be accountable with respect to the validity or
value (or the kind or amount) of any shares of Common Stock of the Company, or of any
securities or property, which may at any time be issued or delivered upon the conversion
of any Securities and neither the Trustee nor any conversion agent makes any
representation with respect thereto. Subject to the provisions of Section 601, neither the
Trustee nor any conversion agent shall be responsible for any failure of the Company to
issue, transfer or deliver any shares of its Common Stock or stock certificates or other
securities or property upon the surrender of any Security for the purpose of conversion or
to comply with any of the covenants of the Company contained in this Article Fourteen or
in the applicable 


	57	Exhibit 4.2 





supplemental indenture, resolutions of the Board of Directors or written
instrument executed by one or more duly authorized officers of the Company. 



Section 1411.    Repayment
of Certain Funds Upon Conversion 



        Any
funds which at any time shall have been deposited by the Company or on its behalf with the
Trustee or any other paying agent for the purpose of paying the principal of and any
premium and interest on any of the Securities (including, but not limited to, funds
deposited for the sinking fund referred to in Article Twelve hereof and funds deposited
pursuant to Article Thirteen hereof) and which shall not be required for such purposes
because of the conversion of such Securities as provided in this Article Fourteen shall
after such conversion be repaid to the Company by the Trustee upon the Company’s
written request. 




ARTICLE FIFTEEN 
IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS 



Section 1501.    Indenture
and Securities Solely Corporate Obligations 



        No
recourse for the payment of the principal of or any premium or interest on any Security,
or for any claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in this Indenture or in any
supplemental indenture, or in any Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, either directly or through the Company or any successor corporation, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such liability
is hereby expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Securities. 












	58	Exhibit 4.2 









     *  *  *  *  *



        This
instrument may be executed in any number of counterparts, each of which so executed shall
be deemed to be as original, but all such counterparts shall together constitute but one
and the same instrument. 




        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as
of the day and year first above written. 





	  	GARDNER DENVER, INC. 





	  	By:	 







	  	BNY MIDWEST TRUST COMPANY 





	  	By:	 

























	59	Exhibit 4.2