Form of Note



 Exhibit 4.2 
 FORM OF NOTE DUE ______ 
 UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN. 
 TRANSFERS OF THIS NOTE
ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS
OF THE INDENTURE. 
 IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER
INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 







 ROPER INDUSTRIES, INC. 
 ______ Notes due ______, ______ 
  

			
	 No.
	  	CUSIP No.:            
		  	ISIN No.:            

 $             
 ROPER INDUSTRIES, INC., a Delaware corporation (the “Issuer”), for value received promises to pay to CEDE & CO. or registered
assigns the principal sum of _____________ [UNITED STATES DOLLARS][OTHER CURRENCY] on ______, ______. 
 Interest Payment Dates: [_______][,
______, ______] and ______ (each, an “Interest Payment Date”), commencing on ______, ______. 
 Interest Record Dates: the
Business Day preceding each Interest Payment Date (each, an “Interest Record Date”). 
 Reference is made to the further
provisions of this Note contained herein, which will for all purposes have the same effect as if set forth at this place. 







 IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly
authorized officers. 
  

			
	ROPER INDUSTRIES, INC.
		
	BY:	 	  
		 	Name:
		 	Title:









 This is one of the Notes of the series designated herein and referred to in the within-mentioned
Indenture. 
 Dated: ______, ______ 
  

			
	 Wells Fargo Bank, National Association, as Trustee

		
	By	 	 
		 	Authorized Signatory









 (REVERSE OF NOTE) 
 ROPER INDUSTRIES, INC. 
 ______ Notes due ______, ______ 
  

	 	1.	Interest. 

 Roper Industries, Inc. (the
“Issuer”) promises to pay interest on the principal amount of this Note at the rate per annum described above. Cash interest on the Notes will accrue from the most recent date to which interest has been paid; or, if no interest has
been paid, from ________, ________. Interest on this Note will be paid to but excluding the relevant Interest Payment Date or on such earlier date as the principal amount shall become due in accordance with the provisions hereof. The Issuer
will pay interest [quarterly][semi-annually][annually] in arrears on each Interest Payment Date, commencing ______, ______. Interest will be computed on the basis of [day count convention]. 
 The Issuer shall pay interest on overdue principal from time to time on demand at the rate borne by the Notes and on overdue installments of interest
(without regard to any applicable grace periods) to the extent lawful. 
 [Insert floating interest rate provisions, if applicable.]

  

	 	2.	Paying Agent. 

 Initially, Wells Fargo Bank, National
Association (the “Trustee”) will act as paying agent. The Issuer may change any paying agent without notice to the Holders. 
  

	 	3.	Indenture; Defined Terms. 

 This Note is one of the ______
Notes due ______, ______ (the “Notes”) issued under an indenture dated as of ________, 2008 (the “Base Indenture”) by and between the Issuer and the Trustee, and established pursuant to an [officers’
certificate] [supplemental indenture] dated _____, _____, issued pursuant to Section 2.01 and Section 2.03 thereof (together, the “Indenture”). This Note is a “Security” and the Notes are “Securities”
under the Indenture. 
 For purposes of this Note, unless otherwise defined herein, capitalized terms herein are used as defined in the
Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”) as in effect on the date on
which the Indenture was qualified under the TIA. Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and holders of Notes are referred to the Indenture and the TIA for a 








 
statement of them. To the extent the terms of the Indenture and this Note are inconsistent, the terms of the Indenture shall govern. 
  

	 	4.	Denominations; Transfer; Exchange. 

 The Notes are in
registered form, without coupons, in denominations of $2,000 and multiples of $1,000 thereafter. A Holder shall register the transfer or exchange of Notes in accordance with the Indenture. The Issuer may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer
of or exchange any Notes or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption, nor need the Issuer register the transfer or exchange of any Note selected for redemption in whole or in part.

  

	 	5.	Amendment; Supplement; Waiver. 

 Subject to certain
exceptions, the Notes and the provisions of the Indenture relating to the Notes may be amended or supplemented and any existing default or Event of Default or compliance with certain provisions may be waived with the written consent of the Holders
of at least a majority in aggregate principal amount of all series of Outstanding Securities (including the Notes) under the Indenture that are affected by such amendment, supplement or waiver (voting together as a single class). Without notice to
or consent of any Holder, the parties thereto may amend or supplement the Indenture and the Notes to, among other things, cure any ambiguity, defect or inconsistency or comply with any requirements of the Commission in connection with the
qualification of the Indenture under the TIA, or make any other change that does not adversely affect the rights of any Holder of a Note. 
  

	 	6.	Defaults and Remedies. 

 If an Event of Default (other than
certain bankruptcy Events of Default with respect to the Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in principal amount of all series of
Outstanding Securities (including the Notes) under the Indenture that are affected by such Event of Default (voting together as a single class), shall by written notice, require the Issuer to repay immediately the entire principal amount of the
Outstanding Notes, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer occurs and is continuing, then the entire principal amount of the Outstanding Notes will automatically
become due immediately and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to
enforce 








 
the Indenture or the Notes unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations therein
provided, Holders of a majority in aggregate principal amount of Outstanding Securities (including the Notes) affected (voting together as a single class) to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of certain continuing defaults or Events of Default if it determines that withholding notice is in their interest. 
  

	 	7.	Authentication. 

 This Note shall not be valid until the
Trustee manually signs the certificate of authentication on this Note. 
  

	 	8.	Abbreviations and Defined Terms. 

 Customary abbreviations
may be used in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian),
and U/G/M/A (= Uniform Gifts to Minors Act). 
  

	 	9.	CUSIP Numbers. 

 Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the accuracy of such numbers as printed on
the Notes and reliance may be placed only on the other identification numbers printed hereon. 
  

	 	10.	Governing Law. 

 The laws of the State of New York shall
govern the Indenture and this Note thereof. 
  







  
 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
 I or we assign and transfer this Note to 
  

	 	    	(Print or type assignee’s name, address and zip code) 

  

	 	    	(Insert assignee’s soc. sec. or tax I.D. No.) 

 and irrevocably
appoint                      agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. 
  
  
 Date: ________________ Your Signature: _____________________ 
  
  
 Sign exactly as your name appears on the other side of this Note.

  

					
			
	 	 		 	  
		 		 	Signature
	 Signature Guarantee:
	 		 	
			
	  	 		 	  
	 Signature must be guaranteed
	 		 	Signature

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the
Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. 
  
  







 SCHEDULE OF EXCHANGES OF NOTES 
 The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease
 in principal amount
 of this Global
Note
	 	 Amount of increase
 in principal amount
 of this Global
Note
	  	Principal amount of
this Global Note
following such
decrease (or
increase)	  	Signature of
authorized officer of
Trustee