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                                                                     EXHIBIT 4.2

                             ROPER INDUSTRIES, INC.



                                       AND



                            SUNTRUST BANK, AS TRUSTEE



                                    INDENTURE



                          DATED AS OF NOVEMBER 28, 2003



                          PROVIDING FOR THE ISSUANCE OF
                            DEBT SECURITIES IN SERIES



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                               TABLE OF CONTENTS



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ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.................................................1

SECTION 1.01. Definitions.........................................................................................1

SECTION 1.02. Compliance Certificates and Opinions................................................................6

SECTION 1.03. Form of Documents Delivered to Trustee..............................................................7

SECTION 1.04. Acts of Holders.....................................................................................7

SECTION 1.05. Notices, Etc., to Trustee and Company...............................................................8

SECTION 1.06. Notice of Holders; Waiver...........................................................................9

SECTION 1.07. Conflict With Trust Indenture Act...................................................................9

SECTION 1.08. Effect of Headings and Table of Contents............................................................9

SECTION 1.09. Successors and Assigns..............................................................................9

SECTION 1.10. Separability Clause................................................................................10

SECTION 1.11. Benefits of Indenture..............................................................................10

SECTION 1.12. Governing Law......................................................................................10

SECTION 1.13. Legal Holidays.....................................................................................10


ARTICLE II SECURITY FORMS........................................................................................10

SECTION 2.01. Forms Generally....................................................................................10

SECTION 2.02. Form of Face of Security...........................................................................11

SECTION 2.03. Form of Reverse of Security........................................................................16

SECTION 2.04. Form of Trustee's Certificate of Authentication....................................................19

SECTION 2.05. Issuance of Book-Entry Securities..................................................................19


ARTICLE III THE SECURITIES.......................................................................................20

SECTION 3.01. Amount Unlimited; Issuable in Series...............................................................20

SECTION 3.02. Denominations......................................................................................22
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SECTION 3.03. Execution, Authentication, Delivery and Dating.....................................................23

SECTION 3.04. Temporary Securities...............................................................................24

SECTION 3.05. Registration, Registration of Transfer and Exchange................................................24

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Securities...................................................27

SECTION 3.07. Payment of Interest; Interest Rights Preserved.....................................................27

SECTION 3.08. Persons Deemed Owners..............................................................................28

SECTION 3.09. Cancellation.......................................................................................29

SECTION 3.10. Computation of Interest............................................................................29

SECTION 3.11. Regarding Beneficial Ownership Interests in Book-Entry Securities..................................29


ARTICLE IV SATISFACTION AND DISCHARGE............................................................................29

SECTION 4.01. Satisfaction and Discharge of Indenture............................................................29

SECTION 4.02. Application of Trust Money.........................................................................30


ARTICLE V REMEDIES...............................................................................................30

SECTION 5.01. Events of Default..................................................................................30

SECTION 5.02. Acceleration of Maturity; Rescission and Annulment.................................................31

SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee....................................32

SECTION 5.04. Trustee May File Proofs of Claim...................................................................33

SECTION 5.05. Trustee May Enforce Claims Without Possession of Securities........................................34

SECTION 5.06. Application of Money Collected.....................................................................34

SECTION 5.07. Limitation on Suits................................................................................34

SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest..........................35

SECTION 5.09. Restoration of Rights and Remedies.................................................................35

SECTION 5.10. Rights and Remedies................................................................................35

SECTION 5.11. Delay or Omission Not Waiver.......................................................................35

SECTION 5.12. Control by Holders.................................................................................36
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SECTION 5.13. Waiver of Past Defaults............................................................................36

SECTION 5.14. Undertaking for Costs..............................................................................36

SECTION 5.15. Waiver of Stay or Extension Laws...................................................................37


ARTICLE VI THE TRUSTEE...........................................................................................37

SECTION 6.01. Certain Duties and Responsibilities................................................................37

SECTION 6.02. Notice of Defaults.................................................................................38

SECTION 6.03. Certain Rights of Trustee..........................................................................38

SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.............................................39

SECTION 6.05. May Hold Securities................................................................................39

SECTION 6.06. Money Held in Trust................................................................................40

SECTION 6.07. Compensation and Reimbursement.....................................................................40

SECTION 6.08. Disqualification; Conflicting Interests............................................................40

SECTION 6.09. Corporate Trustee Required; Eligibility............................................................40

SECTION 6.10. Resignation and Removal; Appointment of Successor..................................................41

SECTION 6.11. Acceptance of Appointment by Successor.............................................................42

SECTION 6.12. Merger, Conversion, Consolidation or Succession to Business........................................43

SECTION 6.13. Preferential Collection of Claims Against Company..................................................43

SECTION 6.14. Appointment of Authenticating Agent................................................................43


ARTICLE VII LISTS OF HOLDERS AND REPORTS BY TRUSTEE AND COMPANY..................................................45

SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders..........................................45

SECTION 7.02. Preservation of Information; Communications to Holders.............................................45

SECTION 7.03. Reports by Trustee.................................................................................46

SECTION 7.04. Reports by Company.................................................................................46

ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE................................................46
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                                      iii

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SECTION 8.01. Company May Consolidate, Etc., Only on Certain Terms...............................................46

SECTION 8.02. Successor Corporation Substituted..................................................................47

SECTION 8.03. Assumption by Subsidiary of Company's Obligations..................................................47


ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................48

SECTION 9.01. Supplemental Indentures Without Consent of Holders.................................................48

SECTION 9.02. Supplemental Indentures With Consent of Holders....................................................49

SECTION 9.03. Execution of Supplemental Indentures...............................................................50

SECTION 9.04. Effect of Supplemental Indentures..................................................................51

SECTION 9.05. Conformity With Trust Indenture Act................................................................51

SECTION 9.06. Reference in Securities to Supplemental Indentures.................................................51


ARTICLE X COVENANTS..............................................................................................51

SECTION 10.01. Payment of Principal, Premium and Interest........................................................51

SECTION 10.02. Maintenance of Office or Agency...................................................................51

SECTION 10.03. Money for Securities Payments to be Held in Trust.................................................52

SECTION 10.04. Corporate Existence...............................................................................53

SECTION 10.05. Statement as to Compliance........................................................................53

SECTION 10.06. Waiver of Certain Covenants.......................................................................53


ARTICLE XI REDEMPTION OF SECURITIES..............................................................................54

SECTION 11.01. Applicability of Article..........................................................................54

SECTION 11.02. Election to Redeem; Notice to Trustee.............................................................54

SECTION 11.03. Selection by Trustee of Securities to be Redeemed.................................................54

SECTION 11.04. Notice of Redemption..............................................................................55

SECTION 11.05. Deposit of Redemption Price.......................................................................55

SECTION 11.06. Securities Payable on Redemption Date.............................................................55
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                                       iv

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SECTION 11.07. Securities Redeemed in Part.......................................................................56


ARTICLE XII SINKING FUNDS........................................................................................56

SECTION 12.01. Applicability of Article..........................................................................56

SECTION 12.02. Satisfaction of Sinking Fund Payments With Securities.............................................56

SECTION 12.03. Redemption of Securities for Sinking Fund.........................................................57


ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE..................................................................57

SECTION 13.01. Applicability of Article; Company's Option to Effect Defeasance or Covenant Defeasance............57

SECTION 13.02. Defeasance and Discharge..........................................................................57

SECTION 13.03. Covenant Defeasance...............................................................................58

SECTION 13.04. Conditions to Defeasance or Covenant Defeasance...................................................58

SECTION 13.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
         Provisions..............................................................................................60

SECTION 13.06. Reinstatement.....................................................................................60


ARTICLE XIV REPAYMENT OF SECURITIES AT OPTION OF HOLDERS.........................................................61

SECTION 14.01. Applicability of Article..........................................................................61

SECTION 14.02. Notice of Repayment Date..........................................................................61

SECTION 14.03. Deposit of Repayment Price........................................................................61

SECTION 14.04. Securities Payable on Repayment Date..............................................................62

SECTION 14.05. Securities Repaid in Part.........................................................................62


ARTICLE XV HOLDERS' MEETINGS.....................................................................................62

SECTION 15.01. Purposes for Which Meetings May be Called.........................................................62

SECTION 15.02. Manner of Calling Meetings........................................................................63

SECTION 15.03. Call of Meetings by Company or Holders............................................................63

SECTION 15.04. Who May Attend and Vote at Meetings...............................................................63
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SECTION 15.05. Regulations May be Made by Trustee................................................................63

SECTION 15.06. Evidence of Actions by Holders....................................................................64

SECTION 15.07. Exercise of Rights of Trustee and Holders Not to be Hindered or Delayed...........................64
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                                       vi


<PAGE>


         INDENTURE, dated as of November 28, 2003, between ROPER INDUSTRIES,
INC., a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "COMPANY"), having its principal office at 2160
Satellite Boulevard, Duluth, Georgia, 30097, and SunTrust Bank, a state banking
corporation duly organized and existing under the laws of the State of Georgia,
as Trustee (herein called the "TRUSTEE").

                             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 debt securities
(herein called the "SECURITIES"), to be issued in one or more series as in this
Indenture provided.

         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 by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:

                                   ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         SECTION 1.01. DEFINITIONS.

         For all purpose of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires or as set forth in a
supplemental indenture:

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

         (b) 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;

         (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation; and

         (d) the words "herein," "hereof," and "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 1.04.

         "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



                                       1
<PAGE>

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 any Person authorized by the Trustee to
act on behalf of the Trustee to authenticate Securities.

         "BOARD OF DIRECTORS" means either the board of directors of the
Company, any duly authorized committee of that board or any officer of the
Company duly authorized by the board of directors of the Company or a duly
authorized committee of that board to take a specified action or make a
specified determination (the authorization of such officer being evidenced by 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 of the Company or a
duly authorized committee of that board and to be in full force and effect on
the date of such certification and delivered to the Trustee).

         "BOARD RESOLUTION" means a copy of a resolution or action certified by
the Secretary or an Assistant Secretary of the Company to have been duly adopted
or taken by the Board of Directors and to be in full force and effect on the
date of such certification, and delivered to the Trustee.

         "BOOK-ENTRY SECURITY" means a Security in the form prescribed in
Section 2.05 evidencing all or part of a series of Securities, issued to the
Depositary for such series or its nominee, and registered in the name of such
Depositary or its nominee.

         "BUSINESS DAY," when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are generally authorized or
obligated by law to close.

          "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, 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 at such time.

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

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President, a
Vice Chairman or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Controller, an Assistant Controller, its Secretary or an Assistant
Secretary, and delivered to the Trustee.

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution of this Indenture is located
at 25 Park Place, 24th Floor, Atlanta, Georgia 30303.



                                       2
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         "CORPORATION" means a corporation, association, joint-stock company or
business trust.

         "COVENANT DEFEASANCE" has the meaning specified in Section 13.03.

         "DEFAULTED INTEREST" has the meaning specified in Section 3.07.

         "DEFEASANCE" has the meaning specified in Section 13.02.

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in the form of a Book-Entry Security, the Person designated
as Depositary by the Company pursuant to Section 3.01 until a successor
Depositary shall have been appointed pursuant to Section 3.05, 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 the
Depositary with respect to the Securities of that series.

         "EVENT OF DEFAULT" has the meaning specified in Section 5.01.

         "GOVERNMENT OBLIGATIONS" has the meaning specified in Section 13.04.

         "HOLDER" means a Person in whose name a Security is registered in the
Security Register.

         "INDEBTEDNESS" means obligations (other than nonrecourse obligations)
of, or guaranteed or assumed by, the Company for borrowed money, including
obligations evidenced by bonds, debentures, notes or other similar instruments
and reimbursement and cash collateralization of letters of credit, bankers'
acceptances, interest rate hedge and currency hedge agreements.

         "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 terms of particular series of Securities established as
contemplated by Section 3.01.

         "INTEREST," when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, means interest
payable after Maturity.

         "INTEREST PAYMENT DATE," when used with respect to any Security, means
the Stated Maturity of an installment of interest on such Security.

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

         "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, the President, a Vice Chairman or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary of the Company, or a Subsidiary, as the case
may be, and delivered to the Trustee.


                                       3
<PAGE>

         "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of the Company and who shall be reasonably satisfactory to the Trustee.

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
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 5.02.

         "OUTSTANDING," when used with respect to Securities, means, as of the
date of determination, all 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 or
         Government Obligations 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; and

                  (iii) Securities which have been paid pursuant to Section 3.06
         or in exchange for or in lieu of which other Securities have been
         authenticated and delivered pursuant to this Indenture, other than any
         such Securities in respect of which there shall have been presented to
         the Trustee proof satisfactory to it that such Securities are held by a
         bona fide purchaser in whose hands such Securities are valid
         obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities 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 shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 5.02, (b) the principal amount of a Security
denominated in one or more foreign currency or currency units shall be the U.S.
dollar equivalent, determined on the date of original issuance of such Security,
of the principal amount (or, in the case of an Original Issue Discount Security,
the U.S. dollar equivalent on the date of original issuance of such Security of
the amount determined as provided in (a) above) of such Security, (c) the
principal amount of a Security as to which payment thereon may be determined
with reference to an index shall be determined in the manner provided as
contemplated by Section 3.01, and (d) Securities owned by or held for the
account of the Company or any other obligor upon the Securities or any Affiliate
of the Company or of 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 the Trustee actually knows to
be so owned shall be so disregarded. Securities so owned or so held 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



                                       4
<PAGE>

the Company or of such other obligor. Upon request of the Trustee, the Company
shall furnish to the Trustee promptly an Officer's Certificate listing and
identifying all Securities, if any, known by the Company to be owned by or held
for the account of the Company or any other obligor upon the Securities, or any
Affiliate of the Company or of such obligor and the Trustee shall be entitled to
accept such Officer's Certificate as conclusive evidence of the facts therein
set forth and of the fact that all Securities not listed therein and not
otherwise excluded from the provisions hereof are Outstanding for the purposes
of any such determination.

         "PAYING AGENT" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any 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.

         "PLACE OF PAYMENT," when used with respect to the Securities of any
series, means the place or places where the principal of (any premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

         "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 3.06 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

         "RECORD DATE PERIOD," when used with respect to any Security, means the
period from the close of business on any Regular Record Date next preceding any
Interest Payment Date to the opening of business on such Interest Payment Date.

         "REDEMPTION DATE," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "REDEMPTION PRICE," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

         "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

         "RESPONSIBLE OFFICER," when used with respect to the Trustee, means the
chairman of the trust committee, any vice president, any assistant vice
president, any corporate trust officer or any other officer of the corporate
trust department of the Trustee customarily performing functions similar to
those performed by any of the above designated officers.

         "SECURITIES" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

                                       5
<PAGE>

         "SECURITY REGISTER," "SECURITY REGISTRAR" and "CO-SECURITY REGISTRAR"
have the respective meanings specified in Section 3.05.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interested means
a date fixed by the Trustee pursuant to Section 3.07.

         "STATED MATURITY," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

         "SUBSIDIARY" means a Corporation, partnership, or other business
entity, more than 50% of the outstanding Voting Stock of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or
by the Company and one or more other Subsidiaries. For purposes of this
definition, "Voting Stock" means stock or other similar interests having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of the subject Person (irrespective of
whether or not at the time stock of any other class or classes or other similar
interests shall have or might have voting power by reason of the happening of
any contingency).

         "TRUSTEE" means the Person named as "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such with respect to
one or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean or include 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" means the Trust Indenture Act of 1939, as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

         "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

         SECTION 1.02. 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.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                                       6
<PAGE>

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

         (b) 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;

         (c) 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

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

         SECTION 1.03. 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 given 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 1.04. ACTS OF HOLDERS.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver 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 such agent shall be sufficient for any



                                       7
<PAGE>

purpose of this Indenture and (subject to Section 6.01) 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 by the affidavit of a witness of such
execution or by a certificate of a notary public or other officers authorized by
law to take acknowledgements of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

         (d) If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company,
may, at its option, by or pursuant to a Board Resolution, fix in advance a
record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Notwithstanding TIA Section 316(c),
such record date shall be the record date specified in or pursuant to such Board
Resolution, which shall be a date not earlier than the date 30 days prior to the
first solicitation of Holders generally in connection therewith and not later
than the date such solicitation is completed. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent, waiver or other
Act may be given before or after such record date, but only the Holders of
record at the close of business on such record date shall be deemed to be
Holders for the purposes of determining whether Holders of the requisite
proportion of Outstanding Securities have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
Act, and for that purpose the Outstanding Securities shall be computed as of
such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven
months after the record date.

         (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Security shall bind every future Holder
of the same Security and 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.

         (f) For the purposes of this Indenture, any action by the Holders which
may be taken in writing may be taken by electronic means or as otherwise
reasonably acceptable to the Trustee.

         SECTION 1.05. NOTICES, ETC., TO TRUSTEE AND COMPANY.

         Any request, demand, authorization, direction, notice, consent, 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,

                                       8
<PAGE>

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

         (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to the
attention of its Corporate Secretary at the address of its principal office
specified in the first paragraph of this instrument or at any other address
previously furnished in writing to the Trustee by the Company.

         SECTION 1.06. NOTICE OF 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 in 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 notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

         SECTION 1.07. CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under such Act to be part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

         SECTION 1.08. 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.

         SECTION 1.09. SUCCESSORS AND ASSIGNS.

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

                                       9
<PAGE>

         SECTION 1.10. 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 1.11. BENEFITS OF INDENTURE.

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

         SECTION 1.12. GOVERNING LAW.

         This Indenture shall be governed by and construed in accordance with
the laws of the State of New York and, unless the laws of another jurisdiction
are specified pursuant to Section 3.01, the Securities shall be governed by and
construed in accordance with the laws of the State of New York.

         SECTION 1.13. LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the State
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                   ARTICLE II
                                 SECURITY FORMS

         SECTION 2.01. FORMS GENERALLY.

         The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.03 for the authentication and delivery of such
Securities.

                                       10
<PAGE>

         The Trustee's certificates of authentication shall be in substantially
the form set forth in this Article.

         The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         SECTION 2.02. FORM OF FACE OF SECURITY.

         [If the Security is an Original Issue Discount Security, insert--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 THE
ISSUE DATE IS _________, 20__.]

                             ROPER INDUSTRIES, INC.
                                   _____% NOTE
                                  DUE _________

No._________                                                        $___________


                                       11
<PAGE>


         ROPER INDUSTRIES, 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 principal sum of
______________________ Dollars on [If the Security is to bear interest prior to
Maturity, insert--, and to pay interest thereon from ________________, or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ____________________ and __________________ in
each year, commencing ____________________, at the rate of ___% per annum, [If
applicable, insert method of calculation of floating rate,] until the principal
hereof is paid or made available for payment [If applicable, insert--, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of ___% per annum on any overdue principal and premium and on any
overdue installment of interest]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the ______________ or
____________________ (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than ten (10) days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture].

         [If the Security is not to bear interest prior to Maturity, insert--
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not paid on demand shall bear
interest at the rate of ___% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

         Payment of the principal of (and premium, if any) and [if applicable,
insert--any such] interest on this Security will be made at the offices or
agencies of the Company maintained for that purpose in the Borough of Manhattan,
The City of New York, [describe relevant currency] provided, however, that
payment of principal of (and premium, if any) will be made only on presentment
and surrender hereof [if applicable, insert--; [provided, however, that at the
option of the Company payment of interest may be made by check drawn upon any
Paying Agent and mailed on or prior to an Interest Payment Date to the address
of the Person entitled thereto as such address shall appear in the Security
Register.]]



                                       12
<PAGE>

         [Insert a brief description of the right, if any, of Holders to elect
repayment]

         Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
authenticating agent, by the manual signature of an authorized signer, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.



                                       13
<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed.

                                                     ROPER INDUSTRIES, INC.



                                                     By:
                                                        ------------------------
                                                     Name:
                                                     Title:


                                       14
<PAGE>


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Securities referred to in the within-mentioned
Indenture.

Dated:
      ------------------
                                   ------------------------------------
                                   as Trustee



                                   By:
                                      ---------------------------------
                                             Authorized Signatory



                                       15
<PAGE>

         SECTION 2.03. FORM OF REVERSE OF SECURITY.

         This Security is one of a duly authorized issue of securities of the
Company (herein called the "SECURITIES"), issued and to be issued in one or more
series under an Indenture, dated as of November 28, 2003, as supplemented by the
___ Supplemental Indenture dated as of ___, ___ (as so supplemented, the
"INDENTURE") between the Company and SunTrust Bank, as Trustee (the "TRUSTEE,"
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee, and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof [,
limited in aggregate principal amount to $_____].

         [If applicable, insert--The Securities of this series are subject to
redemption upon not less than thirty (30) days notice by mail, [if applicable,
insert--(1) on ___________ in any year commencing with the year __________ and
ending with the year ______________ through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after _________, ______________], as a whole or in part,
at the election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before _________, ____%
and if redeemed] during the 12-month period beginning ______________ of the
years indicated,


<TABLE>
<CAPTION>
                    YEAR                         REDEMPTION PRICE

<S>                                             <C>
</TABLE>

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption [If applicable, insert--(whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

         [If applicable, insert--The Securities of this series are subject to
redemption upon not less than thirty (30) days notice by mail, (1) on
___________ in any year commencing with the year _________ and ending with the
year __________through operation of the sinking fund for this series at the
Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after _____________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below: If redeemed during the 12-month period
beginning _________ of the years indicated,


<TABLE>
<CAPTION>
                                                                     REDEMPTION PRICE FOR
                                 REDEMPTION PRICE FOR             REDEMPTION OTHERWISE THAN
            YEAR            REDEMPTION THROUGH OPERATION          THROUGH OPERATION OF THE
                                 OF THE SINKING FUND                    SINKING FUND

<S>                         <C>                                   <C>
</TABLE>



                                       16
<PAGE>

and thereafter at a Redemption Price equal to ___% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

         [If applicable insert--Notwithstanding the foregoing, the Company may
not, prior to _________, redeem any Securities of this series as contemplated by
[Clause (2) of] the preceding paragraph as a part of, on in anticipation of, any
refunding operation by the application, directly or indirectly, of moneys
borrowed having an interest cost to the Company (calculated in accordance with
generally accepted financial practice) of less than ___% per annum.]

         [If applicable insert--The sinking fund for this series provides for
the redemption on _________ in each year beginning with the year ____________
and ending with the year _________ of [not less than] $___________ [("mandatory
sinking fund") and not more than $__________] aggregate principal amount of
Securities of this series. [Securities of this series acquired or redeemed by
the Company otherwise than through [mandatory] sinking fund payments may be
credited against subsequent [mandatory] sinking fund payments otherwise required
to be made.]

         In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.

         [If applicable, insert any other relevant provisions with respect to
redemption or repayment at the option of the Holder and the issuance of
Securities in lieu of Securities redeemed or repaid at the option of the
Holder.]

         In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of the Indenture or of this Security)
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity, provided
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be.

         [If the Security is not an Original Issue Discount Security,--If an
Event of Default (as defined in the Indenture) with respect to the Company shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

         [If the Security is an Original Issue Discount Security,--If an Event
of Default (as defined in the Indenture) with respect to the Company shall occur
and be continuing, an amount of

                                       17
<PAGE>

principal of the Securities of this series may be declared due and payable in
the manner and with the effect provided in the Indenture. Such amount shall be
equal to--insert formula for determining the amount. Upon payment (i) of the
amount of principal so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of the Series shall terminate.]

         [If applicable insert--The Indenture contains provisions for defeasance
at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and the related Events of Default with respect to this
Security] [,in each case] upon compliance by the Company with certain conditions
set forth therein.]

         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 Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this 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 Security at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, 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 Securities of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $________ and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

                                       18
<PAGE>

         [If applicable, insert any provisions with respect to conversion rights
attaching to the Securities.]

         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.

         The Indenture provides that a Subsidiary may assume the obligations of
the Company under the Indenture and the Securities, subject to the satisfaction
of certain conditions, including the Company's guaranteeing of the Subsidiary's
obligations under this Security and the Indenture.

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

         THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE UNITED STATES OF AMERICA
WITHOUT REGARD TO PRINCIPLES REGARDING CONFLICTS OF LAWS.

         All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         [If applicable, insert form of opinion to elect repayment]

         SECTION 2.04. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

         This is one of the Securities of the series designated therein referred
to the in the within-mentioned Indenture.

                                           [____________________], as Trustee

                                           By:
                                              ----------------------------------
                                                    Authorized Signature

         SECTION 2.05. ISSUANCE OF BOOK-ENTRY SECURITIES.

         Any Book-Entry Security authenticated and issued hereunder shall, in
addition to the provisions contained in Section 2.02 and 2.03, bear a legend in
substantially the following form, subject to modification by the Depositary:

                  "THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE
                  MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
                  IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
                  NOMINEE OF A DEPOSITARY. THIS SECURITY IS
                  EXCHANGEABLE FOR SECURITIES



                                  19
<PAGE>

                  REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
                  DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
                  CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT
                  BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
                  TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
                  THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
                  OF THE DEPOSITARY."

         Any Book-Entry Security issued hereunder may provide that it shall
represent the aggregate amount of Outstanding Securities from time to time
endorsed thereon and may also provide that the aggregate may from time to time
be reduced to reflect exchanges or increased to reflect the issuance of
additional uncertificated Securities of such series. Any endorsement of a
Book-Entry Security to reflect the amount, or any increase or decrease in the
amount, of Outstanding Securities represented thereby shall be made by the
Trustee and in such manner as shall be specified in such Security or the Company
Order to be delivered to the Trustee pursuant to Section 3.03. Any instructions
by the Company with respect to a Book-Entry Security, after its initial
issuance, shall be in writing but need not comply with Section 1.02.

         Each Depositary designated pursuant to Section 3.01 for a Book-Entry
Security 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.

         Book-Entry Securities may be issued only in registered form and in
either temporary or permanent form.

                                   ARTICLE III
                                 THE SECURITIES

         SECTION 3.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         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. There shall be
established in or pursuant to a Board Resolution, and set forth in an Officers'
Certificate, or established in one or more indentures supplemental hereto, prior
to the issuance of Securities of any series:

         (a) the title of the Securities of the series (which shall distinguish
the Securities of the series from all other Securities);

         (b) any limit upon the aggregate principal amount of the Securities of
the series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07);

         (c) the date or dates on which the principal of the Securities of the
series is payable;

                                       20
<PAGE>

         (d) the rate or rates at which the Securities of the series shall bear
interest, if any, the basis on which such interest will be calculated, the date
or dates from which such interest shall accrue, the Interest Payment Dates on
which such interest shall be payable and the Regular Record Date for the
interest payable on any Interest Payment Date;

         (e) whether the amount or payments of principal of and any premium or
interest on the Securities of the series may be determined with reference to an
index, formula or other method, and the manner in which such amount shall be
determined;

         (f) the place or places, if any, where the principal of (and premium,
if any) and interest on Securities of the series shall be payable;

         (g) the period or periods within which, the price or prices at which
and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

         (h) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund or analogous provisions or
at the option of a Holder thereof and the period or periods within which, the
price or prices at which and the terms and conditions upon which Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such
obligation;

         (i) the security, if any, which may secure the Company's obligations
under the Securities;

         (j) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which Securities of the series shall be issuable;

         (k) the currency, currencies or currency units in which payment of the
principal of and any premium and interest on the Securities of the series shall
be payable if other than the currency of the United States of America and the
manner of determining the equivalent thereof in the currency of the United
States of America for purposes of the definition of "Outstanding" in Section
1.01;

         (l) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

         (m) if the principal of or any premium or interest on any Securities of
the series is to be payable, at the election of the Company or a Holder thereof,
in one or more currencies or currency units other than that or those in which
the Securities are stated to be payable, the currency, currencies or currency
units in which payment of the principal of and any premium and interest on
Securities of such series as to which such election is made shall be payable,
and the periods within which and the terms and conditions upon which such
election is to be made;

         (n) if other than the law of the State of New York, the law which will
govern the terms of the Securities;

                                       21
<PAGE>

         (o) the form of the Securities, and the extent, if any, to which any of
the Securities will be issuable in Book-Entry form and, in such case, the
Depositary for such Book-Entry Security or Securities, and the terms and
conditions, if any, upon which such Book-Entry Security may be exchanged in
whole or in part for definitive Securities, if other than as set forth in
Section 3.05;

         (p) the extent and manner, if any, to which payment on or in respect of
Securities of that series will be subordinated to the prior payment of other
liabilities and obligations of the Company;

         (q) whether the Securities of the series will be convertible or
exchangeable into other securities of the Company or another Person, and if so,
the terms and conditions upon which such securities will be so convertible or
exchangeable, including the conversion price or exchange rate and the conversion
or exchange period, and any additions or changes to the Indenture with respect
to the Securities of such series to permit or facilitate such conversion or
exchange;

         (r) any deletions from, modifications of or additions to the Events of
Default or covenants of the Company with respect to the Securities of the
series, whether or not such Event of Default or covenants are consistent with
the Events of Default or covenants set forth herein;

         (s) without limitation, any deletions from, modifications of or
additions to the provisions of Articles IV, V, VIII, IX, X or XIII of this
Indenture with respect to the Securities of the series, whether or not such
deletions, modifications or additions are consistent with the provisions or
covenants set forth herein; and

         (t) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such Board Resolution and set forth in such Officers' Certificate or in any
such indenture supplemental hereto.

         At the option of the Company, interest on the Securities of any series
that bears interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Securities Register.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

         SECTION 3.02. DENOMINATIONS.

         The Securities of each series shall be issuable in registered form
without coupons in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.


                                       22
<PAGE>

         SECTION 3.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President or one of its Vice Presidents, or its
Treasurer, under its corporate seal reproduced thereon 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
officers 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 Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order and subject to the provisions hereof shall authenticate
and deliver such Securities. If the form or terms of the Securities of the
series have been established in or pursuant to one or more Board Resolutions as
permitted by Sections 2.01 and 3.01, in authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Opinion of Counsel
stating:

         (a) if the form of such Securities has been established by or pursuant
to Board Resolution as permitted by Section 2.01, that such form has been
established in conformity with the provisions of this Indenture;

         (b) if the terms of such Securities have been established by or
pursuant to Board Resolution as permitted by Section 3.01, that such terms have
been established in conformity with the provisions of this Indenture; and

         (c) that all conditions precedent to the authentication and delivery of
such Securities have been complied with and that such Securities, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy, insolvency, reorganization
and other laws of general applicability relating to or affecting the enforcement
of creditors rights and to general equity principles.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Each Security shall be dated the date of its authentication.

         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



                                       23
<PAGE>

in the form provided for herein executed by the Trustee by manual signature, and
such certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture.

         If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Book-Entry Securities, then the Company shall execute and the Trustee
shall, in accordance with this Section and a Company Order for the
authentication and delivery of such Book-Entry Securities with respect to such
series, authenticate and deliver one or more Book-Entry Securities in permanent
or temporary 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 Book-Entry
Securities, (ii) shall be registered in the name of the Depositary for such
Book-Entry Security or Securities or the nominee of such Depositary and (iii)
shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions.

         SECTION 3.04. TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized 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 the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

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

         SECTION 3.05. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Company shall cause to be kept at the office of the Security
Registrar designated pursuant to this Section 3.05 or Section 10.02 a register
(being the combined register of the Security Registrar and Co-Security
Registrars and herein sometimes collectively referred to as the "Security
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Securities and for transfers
of Securities. The Trustee is hereby initially appointed Security Registrar for
the purpose of registering Securities and transfers of Securities as herein
provided.

                                       24
<PAGE>

         Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and 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 Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to
receive.

         All Securities issued upon 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
for exchange shall (if so required by the Company, the Security Registrar or any
Co-Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company, the Security
Registrar or such Co-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 3.04, 9.06 or 11.07 not involving any transfer.

         Neither the Company, the Security Registrar nor any Co-Security
Registrar shall be required (i) to issue, register the transfer of or exchange
Securities of any series during a period beginning at the opening of business
fifteen (15) days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 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 the unredeemed portion of any Security being redeemed in part or
(iii) to issue, register the transfer of or exchange any Security which has been
surrendered for repayment at the option of the Holder, except the portion, if
any, of such Security not to be so repaid.

         If at any time the Depositary for the 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 2.05, the Company shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within ninety (90) days after the Company receives such notice or
becomes aware of such ineligibility, the Company's election pursuant to Section
3.01(o) shall no longer be effective with respect to the Securities of such
series and the Company will execute, and the Trustee, upon receipt of a



                                       25
<PAGE>

Company order for the authentication and delivery of definitive Securities of
such series, will authenticate and deliver Securities of such series of like
tenor and terms in definitive form in an aggregate principal amount equal to the
principal amount of the Book-Entry Security or Securities representing such
series in exchange for such Book-Entry 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 Book-Entry
Securities shall no longer be represented by such Book-Entry Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of the Book-Entry Security or Securities
representing such series in exchange for such Book-Entry Security or Securities.

         If specified by the Company pursuant to Section 3.01 with respect to a
series of Securities, or if an Event of Default, or an event which with notice,
lapse of time or both would be an Event of Default with respect to the
Securities of such series has occurred and is continuing, a Person owning a
beneficial interest in a Book-Entry Security or Securities of such series may
instruct the Depositary for such series of Securities to surrender such
Book-Entry Security for such series of Securities in exchange in whole or in
part for Securities of such series of like tenor in definitive registered form.
Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge:

         (a) to the Person specified by such Depositary a new Security or
Securities of the same series, of like tenor, of any authorized denomination as
requested by such Person, in an aggregate principal amount equal to and in
exchange for such Person's beneficial interest in the Book-Entry Security; and

         (b) to such Depositary a new Book-Entry Security of like tenor in an
authorized denomination equal to the difference, if any, between the principal
amount of the surrendered Book-Entry Security and the aggregate principal amount
of Securities delivered pursuant to clause (a) above.

         Upon the exchange of a Book-Entry Security for Securities in definitive
form, such Book-Entry Security shall be cancelled by the Trustee. Securities
issued in exchange for a Book-Entry Security pursuant to this Section shall be
registered in such names and in such authorized denominations, and delivered to
such addresses, as the Depositary for such Book-Entry Security, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee in writing. The Trustee shall deliver such Securities to
the Persons in whose names such Securities are so registered or to the
Depositary.

         Notwithstanding any other provision of this Section, unless and until
it is exchanged in whole or in part for Securities in definitive form, a
Book-Entry 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 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.

                                       26
<PAGE>

         SECTION 3.06. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

         If any mutilated Security is surrendered to the Trustee and there is
delivered to the Company and the Trustee such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless
then the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and of like tenor and
principal amount and bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either 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 Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously 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 such Security.

         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 of any series 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 that series duly issued hereunder.

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

         SECTION 3.07. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is 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
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (a) or (b) below:

                                       27
<PAGE>

         (a) The Company may elect to make payment of any Defaulted Interest to
the Persons in whose name the Securities of such series (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
proposed to be paid in respect of such Defaulted Interest 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 not be more than fifteen (15) days and
not less than ten (10) days prior to the date of the proposed payment and not
less than ten (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 thereof to be mailed, first-class postage prepaid, to each Holder of the
Securities of such series at his address as it appears in the Security Register,
not less than ten (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 so mailed, such Defaulted Interest shall be paid to the Persons in
whose names the Securities of such series (or their respective predecessor
securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following Clause (b).

         (b) The Company may make payment of any Defaulted Interest on the
Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities 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 manner of payment shall be deemed practicable by the Trustee.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of transfer of or in any
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.

         SECTION 3.08. PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such 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 3.07) 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.

                                       28
<PAGE>


         SECTION 3.09. CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. 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 as directed by a Company Order.

         SECTION 3.10. COMPUTATION OF INTEREST.

         Except as otherwise contemplated by Section 3.01 for Securities of any
series, interest on the Securities of each series shall be computed on the basis
of a year of twelve 30-day months.

         SECTION 3.11. REGARDING BENEFICIAL OWNERSHIP INTERESTS IN BOOK-ENTRY
SECURITIES.

         Neither the Company, the Trustee, any Authenticating Agent, any Paying
Agent nor 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 in a Book-Entry Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

         SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall upon Company Request cease to be of further effect
(except as to (i) remaining rights of registration of transfer, substitution and
exchange of Securities, (ii) rights hereunder of Holders to receive payments of
principal of (and premium, if any) and interest on the Securities, and other
rights, duties and obligations of the Holders as beneficiaries hereof with
respect to the amounts, if any, so deposited with the Trustee, and (iii) the
rights, obligations and immunities of the Trustee hereunder), and the Trustee,
at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

         (a) either

                  (i) 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 3.06 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 10.03) have been delivered to the Trustee for cancellation; or

                  (ii) 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



                                       29
<PAGE>

         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 deposited or caused to be 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;

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

         (c) 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.

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto are met. In the event there are two or more Trustees hereunder, then the
effectiveness of any such instrument shall be conditioned upon receipt of such
instruments from all Trustees hereunder.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.07, the obligations of
the Trustee to any Authenticating Agent under Section 6.14 and, if money shall
have deposited with the Trustee pursuant to subclause (ii) of Clause (a) of this
Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 10.03 and the rights of the Trustee under Section 6.03
shall survive.

         SECTION 4.02. APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01 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 whose payment such money has been deposited with the Trustee.

                                    ARTICLE V
                                    REMEDIES

         SECTION 5.01. EVENTS OF DEFAULT.

         "EVENT OF DEFAULT," wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be occasioned by the provisions of Article
13 or be voluntary or involuntary or be effected



                                       30
<PAGE>

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):

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

         (b) default in the payment of the principal of (or premium, if any, on)
any Security of that series at its Maturity; or

         (c) default in the deposit of any sinking fund payment, when and as due
by the terms of a Security of that series; or

         (d) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for the
benefit of series of Securities other than that series), and continuance of such
default or breach for a period of ninety (90) 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 twenty-five percent (25%) in
principal amount of the Outstanding Securities of that 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

         (e) the entry of a decree or order for relief in respect of the Company
by a court having jurisdiction in the premises in an involuntary case under the
Federal or state bankruptcy laws, as now or hereafter constituted, and the
continuance of any such decree or order unstayed and in effect for a period of
sixty (60) consecutive days; or

         (f) the commencement by the Company of a voluntary case under the
Federal or state bankruptcy laws, as now or hereafter constituted, or the
consent by the Company to the entry of a decree or order for relief in an
involuntary case under any such law; or

         (g) any other Event of Default provided with respect to Securities of
such series specified as contemplated by Section 3.01.

         SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than twenty-five percent (25%) in principal amount of
the Outstanding Securities of that series may declare the principal amount (or,
if the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all of the Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon such declaration such principal amount (or specified amount) shall become
immediately due and payable. Notwithstanding the foregoing, if an Event of
Default specified in Clauses (f) or (g) of Section 5.01 with respect to
Securities of any series at the time outstanding occurs and is continuing, then
in each case the principal amount (or, if the Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all of the




                                       31
<PAGE>

Securities of that series shall automatically become due and payable immediately
without any declaration or other Act on the part of the Trustee or any Holder.

         At any time after such a declaration of acceleration with respect to
Securities of any series has been made 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 the
Outstanding Securities of that series, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if

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

                  (i) all overdue interest on all Securities of that series,

                  (ii) the principal of (and premium, if any, on) any Securities
         of that series which have become due otherwise than by such declaration
         of acceleration and interest thereon at the rate or rates prescribed
         therefor in such Securities,

                  (iii) to the extent that payment of such interest is lawful,
         interest upon overdue interest at the rate or rates prescribed therefor
         in such Securities, and

                  (iv) 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

         (b) all Events of Default with respect to Securities of that series
have been cured or waived as provided in Section 5.13.

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

         SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

         The Company covenants that if

         (a) default is made in the payment of any interest on any Security when
such interest becomes due and payable and such default continues for a period of
thirty (30) days, or

         (b) default is made in the payment of the principal of (or premium, if
any, on) any Security at the Maturity thereof, the Company will, upon demand of
the Trustee, pay to it, for the benefit of the Holders of such Securities, the
whole amount then due and payable on such Securities for principal (and premium,
if any) and interest and, to the extent that payment of such interest shall be
legally enforceable, interest on any overdue principal (and premium, if any) and
on any overdue interest, at the rate or rates prescribed therefor in such
Securities, 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.

                                       32
<PAGE>

         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, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or 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 Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
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 5.04. 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 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, to take any and
all actions authorized under the Trust Indenture Act in order to have claims of
the Holders and the Trustee allowed in any such proceeding. In particular, the
Trustee shall be authorized

         (a) to file and prove a claim for the whole amount 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
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, 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 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 6.07.

         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 the Holder in any such proceeding.



                                       33
<PAGE>

         SECTION 5.05. 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 5.06. APPLICATION OF MONEY COLLECTED.

         Any money collected by the Trustee pursuant to this Article 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 and the notation
thereof of the payment if only partially paid and upon surrender thereof if
fully paid:

         First: To the payment of all amounts due the Trustee under Section
6.07; and

         Second: To the payment of the amounts then due and unpaid for principal
of (and premium, if any) and interest on the Securities in respect of which or
for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities for principal (and premium, if any) and interest, respectively.

         SECTION 5.07. LIMITATION ON SUITS.

         No Holder of any Security of any series 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

         (a) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Securities of that series;

         (b) the Holders of not less than twenty-five percent (25%) in principal
amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default in its own name as Trustee hereunder;

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

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

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



                                       34
<PAGE>

it being understood and intended that no one or more of such Holders 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 of
such Holder or Holders of any other series, or to obtain or to seek to obtain
priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and
ratable benefit of all of such Holders.

         SECTION 5.08. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.

         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 premium, if any) and (subject to
Section 3.07) interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date), 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 5.09. 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, subject to any
determination in such proceeding, the Company, the Trustee, and the Holders
shall 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.

         SECTION 5.10. RIGHTS AND REMEDIES.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, 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 5.11. 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 such Event of Default or any
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.

                                       35
<PAGE>

         SECTION 5.12. CONTROL BY HOLDERS.

         The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, with
respect to the Securities of such series, provided that

         (a) such direction shall not be in conflict with any rule of law or
with this Indenture,

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

         (c) such direction is not unduly prejudicial to the rights of other
Holders, and

         (d) such direction would not involve the Trustee in personal liability.

         SECTION 5.13. 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 the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

         (a) in the payment of the principal of (or premium, if any) or interest
on any Security of such series, or

         (b) 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 of such series 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 wavier shall extend to any subsequent or
other default or impair any right consequent thereon.

         SECTION 5.14. UNDERTAKING FOR COSTS.

         All parties to this Indenture agree, and each Holder of any Security of
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,
suffered 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 such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
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 suit instituted by the
Company, to any suit instituted by the Trustees, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than ten percent
(10%) in principal amount of the Outstanding Securities of any series, or to any
suit instituted by any Holder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security on or after the
State Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                                       36
<PAGE>

         SECTION 5.15. WAIVER OF STAY, EXTENSION OR USURY 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 or any usury or
other 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 exercise of any power herein granted to the Trustee, but will suffer and
permit the exercise of every such power as though no such law had been enacted.

                                   ARTICLE VI
                                   THE TRUSTEE

         SECTION 6.01. CERTAIN DUTIES AND RESPONSIBILITIES.

         (a) Except during the continuance of an Event of Default with respect
to Securities of any series,

                  (i) the Trustee undertakes to perform, with respect to
         Securities of such series, 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

                  (ii) in the absence of bad faith on its part, the Trustee may,
         with respect to Securities of such series, conclusively rely, as to the
         truth of the statements and 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 provision 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
         conform to the requirements of this Indenture.

         (b) In case an Event of Default with respect to Securities of any
series has occurred and is continuing, the Trustee shall exercise, with respect
to Securities of such series, 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 grossly negligent action, its own grossly
negligent failure to act, or its own willful misconduct, except that

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

                  (ii) 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 grossly negligent in ascertaining the pertinent
         facts;

                                       37
<PAGE>

                  (iii) 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 the majority in principal amount
         of the Outstanding Securities of any series, determined as a provided
         in Section 5.12, 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
         with respect to the Securities of such series; and

                  (iv) 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 6.02. NOTICE OF DEFAULTS.

         Within ninety (90) days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series, as their names and addresses appear
in the Security Register, notice of such default hereunder actually 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 of such series or in the payment of
any sinking fund installment with respect to Securities of such series, 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 or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and provided, further, that in the case of any default of the character
specified in Section 5.01(d) with respect to Securities of such series, no such
notice to Holders shall be given until at least thirty (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 with respect to Securities of such series.

         SECTION 6.03. CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 6.01:

         (a) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, Officers' Certificate, other certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, other evidence of indebtedness or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

                                       38
<PAGE>

         (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 shall 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 or Opinion of Counsel;

         (d) the Trustee may consult with counsel and the written 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 reasonable security or indemnity 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,
note, other evidence of indebtedness 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 examine the
books, records and premises of the Company, personally or by agent or attorney;
and

         (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.

         SECTION 6.04. 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 or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity of sufficiency of this Indenture or of the Securities or the
contents of the offering documents relating to the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof or the contents
of the offering documents relating to the Securities.

         SECTION 6.05. 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
6.08 and 6.13, may otherwise deal with the




                                       39
<PAGE>

Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         SECTION 6.06. 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 with the Company.

         SECTION 6.07. COMPENSATION AND REIMBURSEMENT.

         The Company agrees

         (a) to pay to the Trustee from time to time reasonable compensation 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 any
express trust);

         (b) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable 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 gross negligence or bad faith; and

         (c) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without gross negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, 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 for funds
held in trust for the benefit of the Holders of Securities.

         SECTION 6.08. DISQUALIFICATION; CONFLICTING INTERESTS.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

         SECTION 6.09. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be a
corporation which satisfies the requirements of Section 3.10(a) of the Trust
Indenture Act and which has a combined capital and surplus of not less than
$50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of a 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. If at
any time the Trustee shall cease to be eligible in



                                       40
<PAGE>

accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         SECTION 6.10. 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 in accordance with the
applicable requirements of Section 6.11.

         (b) The Trustee may resign at any time with respect to the Securities
of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall
not have been delivered to the Trustee within thirty (30) days after the giving
of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to 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.

         (d) If at any time

                  (i) the Trustee shall fail to comply with Section 6.08 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

                  (ii) the Trustee shall cease to be eligible under Section 6.09
         and shall fail to resign after written request therefor by the Company
         or by any such Holder, or

                  (iii) 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 5.14, 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 or
         Trustees.

         (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 at 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 6.11. 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
appointed by Act of the



                                       41
<PAGE>

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 in
accordance with the applicable requirements of Section 6.11, become the
successor Trustee with respect to the Securities of such series and to that
extent 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
required by Section 6.11, 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 all
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 6.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed 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 the 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 property and money held by such retiring Trustee
hereunder, subject nevertheless to its lien, if any, provided for in Section
6.07.

         (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 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 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, 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 that no Trustee shall be responsible for any act or failure to
act on the



                                       42
<PAGE>

part of any other Trustee hereunder; 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, such retiring Trustee shall
with respect to the Securities of that or those series to which the appointment
of such successor Trustee related have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture, 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, to the extent contemplated by such supplemental indenture,
the 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.

         (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 6.12. 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 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, 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 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         If the Trustee shall be or shall become a creditor, directly or
indirectly, secured or unsecured, of the Company or of any other obligor on the
Securities, the Trustee shall be subject to the provisions of the Trust
Indenture Act regarding the collection of claims against the Company or any such
other obligor on the Securities.

         SECTION 6.14. APPOINTMENT OF AUTHENTICATING AGENT.

         At any time when any of the Securities remain Outstanding, the Company
may appoint an Authenticating Agent or Agents with respect to one or more series
of Securities which shall be authorized to authenticate Securities of such
series issued upon exchange, registration of transfer or partial redemption
thereof and Securities so authenticated shall be entitled to the


                                       43
<PAGE>

benefits of this Indenture and shall be valid and obligatory for all purposes as
if authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
approved by and acceptable to the Trustee and shall at all times be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Company may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Trustee. Upon receiving such notice of
resignation or upon such termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section, the Company may appoint a successor Authenticating Agent which shall be
acceptable to the Trustee and shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section, and the
Trustee shall be entitled to be reimbursed for such payments, subject to the
provisions of Section 6.07.

         The provisions of Section 3.08, 6.04 and 6.05 shall be applicable to
each Authenticating Agent.

                                       44
<PAGE>

         Pursuant to each appointment made under this Section, the Securities of
each series covered by such appointment may have endorsed thereon, in addition
to the Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

         This is one of the Securities of the series designed therein referred
to in the within mentioned Indenture.

                                   -------------------------------------------,
                                   As Trustee


                                   By:
                                      ----------------------------------------
                                               As Authenticating Agent



                                   By:
                                      ----------------------------------------
                                                 Authorized Officer

                                  ARTICLE VII
               LISTS OF HOLDERS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 7.01. 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 more than fifteen (15) days after each Regular
Record Date, in each year, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of such Regular Record
Date, and

         (b) at such times as the Trustee may request in writing, within thirty
(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 fifteen (15) days prior to
the time such list is furnished.

         SECTION 7.02. 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 contained in the most recent
list furnished to the Trustee as provided in Section 7.01. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

         (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
nor any agent of either of



                                       45
<PAGE>

them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders made pursuant to the
Trust Indenture Act.

         SECTION 7.03. REPORTS BY TRUSTEE.

         (a) The Trustee shall transmit by mail to all Holders all such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto including, without limitation, reports that comply with Section
3.13(a) of the Trust Indenture Act.

         (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 any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

         SECTION 7.04. REPORTS BY COMPANY.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act;
provided that any such information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, shall be filed with the Trustee within fifteen (15)
days after the same is so required to be filed with the Commission.

                                  ARTICLE VIII
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 8.01. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

         (a) the corporation formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, 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, 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;

         (b) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or a Subsidiary as a
result of such transaction as having been incurred by the Company or such
Subsidiary at the time of 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

                                       46
<PAGE>

         (c) 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 supplemental indenture comply with this
Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.

         SECTION 8.02. SUCCESSOR CORPORATION SUBSTITUTED.

         Upon any consolidation by the Company with or merger by the Company
into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.01, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right
and power of, the Company under this Indenture with the effect as if such
successor corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities.

         SECTION 8.03. ASSUMPTION BY SUBSIDIARY OF COMPANY'S OBLIGATIONS.

         A Subsidiary may assume the obligations of the Company for the due and
punctual payment of the principal of (and premium, if any) and interest on the
Securities and the performance of the Company's other obligations under this
Indenture and the Securities (except its obligations under Section 10.04, which,
as contemplated by Subsection (b) below, shall continue to bind the Company), to
be performed or observed, provided that:

         (a) such Subsidiary shall expressly assume such obligations by an
indenture supplemental hereto, executed and delivered to the Trustee;

         (b) the Company shall guarantee the obligations of such Subsidiary
under the Securities and this Indenture, which guarantee shall also include an
undertaking by the Company to continue to comply with the covenants set forth in
Section 10.04;

         (c) in addition to assuming obligations under the Securities and this
Indenture, such Subsidiary shall agree to indemnify the Holder of each Security
against any tax, assessment or governmental charge imposed as a result of or
relating to the act of such assumption and costs or expenses incurred directly
in connection with the act of assumption;

         (d) 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;

         (e) the Company shall deliver to the Trustee an Officers' Certificate
and an Opinion of Counsel, to the effect that (i) such assumption, (ii) such
guarantee and (iii) such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such assumption
have been complied with and such supplemental indenture and guarantee by the
Company have been duly authorized and delivered by the Company, and each
constitutes a valid and legally binding instrument of the Company, enforceable
in accordance with its terms subject to bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or



                                       47
<PAGE>

affecting the enforcement of creditors' rights generally, and subject, as to
enforcement, to general principles of equity, and any other customary exceptions
which such counsel states do not materially prejudice the rights of the Holders
under this Indenture and the Securities; and

         (f) such Subsidiary shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel to the effect that (i) such Subsidiary has
obtained all governmental and regulatory approvals and consents necessary for
its assumption of liability as principal debtor in respect of the Securities in
place of the Company; (ii) such approvals and consents are at the time of
assumption in full force and effect; and (iii) such supplemental indenture has
been duly authorized and delivered by such Subsidiary, constitutes a valid and
legally binding instrument of such Subsidiary, enforceable in accordance with
its terms subject to bankruptcy, insolvency, reorganization, moratorium or other
laws relating to or affecting the enforcement of creditors' rights generally and
subject, as to enforcement, to general principles of equity, and any other
customary exceptions which such counsel states do not materially prejudice the
rights of the Holders under this Indenture and the Securities.

         Upon compliance with, and subject to, the requirements set forth above
in this Section 8.03, such Subsidiary shall succeed to and be substituted for
the Company, with the same effect as if it had been named as the Company herein
and in the Securities in place of the Company; and the Company shall thereupon
be relieved of any further obligation or liability hereunder or upon the
Securities (except as provided in Subsection (b) above and in its guarantee as
aforesaid). Such Subsidiary may cause to be signed, and may issue in its own
name, any or all of the Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee; and, upon the
order of such Subsidiary, instead of the Company, and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee shall
authenticate and shall deliver any Securities which previously shall have been
signed and delivered as provided herein, with the guarantee of the Company
endorsed thereon, and any Securities which such Subsidiary thereafter shall
cause to be signed and delivered, with the guarantee of the Company endorsed
thereon, to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date thereof.
In the event a Subsidiary shall assume the obligations of the Company in
accordance with this Section 8.03, such changes in phraseology and form (but not
in substance) may be made in the Securities thereafter to be issued as may be
appropriate.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. 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:

                                       48
<PAGE>

         (a) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Securities or to evidence the assumption by a Subsidiary of the Company's
obligations in accordance with Section 8.03; or

         (b) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities (and if such covenants are to be for
the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to
surrender any right or power herein conferred upon the Company; or

         (c) to add any additional Events of Default; or

         (d) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons; or

         (e) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, provided that any such
addition, change or elimination (i) shall neither (A) apply to any Security of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (B) modify the rights of the
Holder of any such Security with respect to such provision or (ii) shall become
effective only when there is no such Security Outstanding; or

         (f) to secure the Securities; or

         (g) to establish the form or terms of Securities of any series as
permitted by Section 2.01 and 3.01; or

         (h) 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
6.11(b); and

         (i) to cure any ambiguity, to correct or supplement any provision
contained herein or in any supplemental indenture which may be inconsistent with
any other provision herein or in any supplemental indenture, or to make any
other provisions with respect to matters or questions arising under this
Indenture or under any supplemental indenture, provided such action shall not
adversely affect the legal rights of the Holders of Securities of any series in
any material respect.

         SECTION 9.02. 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 each series affected by such
supplemental indenture, 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 Securities



                                       49
<PAGE>

of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,

         (a) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or the 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

         (b) reduce the percentage in principal amount of the Outstanding
Securities of any series, 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

         (c) modify any of the provisions of this Section, Section 5.13 or
Section 10.07, 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 Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any
Holder with respect to changes in the references to "the Trustee" and
concomitant changes in Section 10.07 or the deletion of this provision, in
accordance with the requirements of Section 6.11(b) and 9.01(h).

         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.

         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 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, or any
supplemental indenture permitted by this Article or the modification thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.01) 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, liabilities or immunities under this Indenture or
otherwise.

                                       50
<PAGE>

         SECTION 9.04. 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 9.05. CONFORMITY WITH TRUST INDENTURE ACT.

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.

         SECTION 9.06. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

         Securities of any series 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 of any series so modified as to conform, in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for Outstanding Securities of such series.

                                    ARTICLE X
                                    COVENANTS

         SECTION 10.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

         SECTION 10.02. MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange, where notices and demands to or upon
the Company in respect of the Securities of that series and this Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as 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 where the Securities of one or more series may be presented
or surrendered for any or all 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



                                       51
<PAGE>

an office or agency in each Place of Payment for Securities of any series for
such purposes. The Company will give prompt written notice to the Trustee of any
such designations or rescission and of any change in the location of any such
other office or agency. The Company hereby designates as a Place of Payment for
each series of Securities, the Borough of Manhattan, The City of New York, and
appoints ____________, at its principal office, as Paying Agent for the payment
of the principal of (premium, if any) or interest on each series of Securities.

         SECTION 10.03. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, 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 for any
series of Securities, it will, prior to each due date of the principal of (and
premium, if any) or interest on any Securities of that series, 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, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
actions or failure so to act.

         The Company will cause each Paying agent for any series of Securities
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:

         (a) hold all sums held by it for the payment of the principal of (and
premium, if any) or interest on Securities of that series 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;

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

         (c) 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
by the Company Order 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



                                       52
<PAGE>

Security of any series and remaining unclaimed for three 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, in a newspaper published in the English language, customarily
published on 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 thirty (30)
days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company.

         SECTION 10.04. 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 its Subsidiaries
considered as a whole and that the loss thereof is not disadvantageous in any
material respect to the Holders.

         SECTION 10.05. STATEMENT AS TO COMPLIANCE.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, a written statement, which need not comply with Section
1.02, signed by the Chairman of the Board, the President, a Vice Chairman or a
Vice President and by the Treasurer, an Assistant Treasurer, the Comptroller or
an Assistant Comptroller of the Company, stating, as to each signer thereof,
that

         (a) a review of the activities of the Company during such year and of
performance under this Indenture has been made under his supervision, and

         (b) to the best of his knowledge, based on such review, (i) the Company
has fulfilled all its obligations under this Indenture through such year, or, if
there has been a default in the fulfillment of any such obligation, specifying
each such default known to him and the nature and status thereof, and (ii) no
event has occurred and is continuing which is, or after notice or lapse of time
or both would become, an Event of Default, or, if such an event has occurred and
is continuing, specifying each such event known to him and the nature and status
thereof.

         SECTION 10.06. WAIVER OF CERTAIN COVENANTS.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.04 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition
and, until such



                                       53
<PAGE>

waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

                                   ARTICLE XI
                            REDEMPTION OF SECURITIES

         SECTION 11.01. APPLICABILITY OF ARTICLE.

         Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.01 for Securities of any
series) in accordance with this Article or Article Twelve.

         SECTION 11.02. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of no less than all the Securities of any series, the Company shall, at least
sixty (60) days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee in
writing of such Redemption Date and of the principal amount of Securities of
such series to be redeemed. In the case of any redemption of Securities at the
election of the Company prior to the expiration of any restriction on
redemptions provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction.

         SECTION 11.03. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

         If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than sixty (60)
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 for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities 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 Securities which has been or is to be
redeemed.

                                       54
<PAGE>

         SECTION 11.04. NOTICE OF REDEMPTION.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than thirty (30) nor more than sixty (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:

         (a) the Redemption Date,

         (b) the Redemption Price and the amount of any accrued interest, if
any, to the Redemption Date,

         (c) if less than all the Outstanding Securities of any series are to be
redeemed, the identification (and, in the case of partial redemption, the
principal amounts) of the particular Securities to be redeemed,

         (d) that on the Redemption Date, the Redemption Price and accrued
interest, if any, will become due and payable upon each such Security to be
redeemed and, if applicable, that interest thereon will cease to accrue on and
after said date,

         (e) the place or places where such Securities are to be surrendered for
payment of the Redemption Price and any accrued interest to the Redemption Date,
and

         (f) that the redemption is for a sinking fund, if such is the case.

         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 and at the expense of the Company. Such notice, when given,
shall be irrevocable.

         SECTION 11.05. DEPOSIT OF REDEMPTION PRICE.

         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 10.03) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest, if any, on, all the
Securities which are to be redeemed on that date.

         SECTION 11.06. SECURITIES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Securities to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, 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


                                       55
<PAGE>

Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

         If any Security called for redemption shall not be so paid upon
surrender therefor for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed
therefor in the Security.

         SECTION 11.07. SECURITIES REDEEMED IN PART.

         Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (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 Trustee 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 required by such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                   ARTICLE XII
                                  SINKING FUNDS

         SECTION 12.01. APPLICABILITY OF ARTICLE.

         The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment," and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 12.02. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

         SECTION 12.02. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

         The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed earlier at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities or through the application of permitted option sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of all or
any part of any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such Securities as provided
for by the terms of such series; provided, that such Securities have not been
previously so credited. Such Securities shall be received and credited for such
purpose by the Trustee at the Redemption Price specified in such Securities for
redemption through




                                       56
<PAGE>

operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

         SECTION 12.03. REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than sixty (60) days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, the portion
thereof, if any, which is to be satisfied by payment of cash and the portion
thereof, if any, which is to be satisfied by delivering and crediting Securities
of that series pursuant to Section 12.02 and will also deliver to the Trustee
any Securities to be so delivered. Not less than thirty (30) days before each
such sinking fund payment date the Trustee shall select the Securities to be
redeemed upon such sinking fund payment date in the manner specified in Section
11.03 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 11.04. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 11.06 and 11.07.

                                  ARTICLE XIII
                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 13.01. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO EFFECT
DEFEASANCE OR COVENANT DEFEASANCE.

         If pursuant to Section 3.01 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 13.02 or (b) covenant
defeasance of the Securities of a series under Section 13.03, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article Thirteen, shall be applicable to the Securities
of such series, and the Company may at its option by Board Resolution, at any
time, with respect to the Securities of such series, elect to have either
Section 13.02 (if applicable) or Section 13.03 (if applicable) be applied to the
Outstanding Securities of such series upon compliance with the conditions set
forth below in this Article Thirteen.

         SECTION 13.02. DEFEASANCE AND DISCHARGE.

         Upon the Company's exercise of the above option applicable to this
Section with respect to the Outstanding Securities of a particular series, the
Company shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of such series on and after the date the
conditions precedent set forth below are satisfied (hereinafter, "defeasance").
For this purpose, such defeasance means that the Company shall be deemed to have
paid and discharged the entire indebtedness represented by the Outstanding
Securities of such series and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Securities are concerned (and
the Trustee, at the expense of the Company, shall execute power instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of
Securities of such series to receive, solely from the trust fund described in
Section 13.04 as more fully set forth in such Section, payments of the principal
when due, (B) the Company's obligations with respect to




                                       57
<PAGE>

such Securities under Sections 3.04, 3.05, 3.06, 6.07, 10.02, 10.03 and 13.06
and such obligations as shall be ancillary thereto, (C) the rights, powers,
trusts, duties, immunities, indemnities and other provisions in respect of the
Trustee hereunder and (D) this Article Thirteen. Subject to compliance with this
Article 13.02 notwithstanding the prior exercise of its option under Section
13.03 with respect to the Securities of such series.

         SECTION 13.03. COVENANT DEFEASANCE.

         Upon the Company's exercise of the above option applicable to this
Section with respect to the Outstanding Securities of a particular series, the
Company shall be released from its obligations under Sections 8.01, 10.05 and
10.06 (and any other covenant applicable to such Securities that is determined
pursuant to Section 3.01 to be subject to covenant defeasance under this
Section) and the occurrence of an event specified in Clause (d) of the Section
5.01 with respect to any of Sections 8.01, 10.05 or 10.06 (and any other Event
of Default applicable to such Securities that is determined pursuant to Section
3.01 to be subject to covenant defeasance under this Section) shall not be
deemed to be an Event of Default with respect to the Outstanding Securities of
such series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance
means that, with respect to the Outstanding Securities of such series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section or Clause whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or Clause to any other provision herein or in any other document, but
the remainder of this Indenture and such Securities shall be unaffected thereby.

         SECTION 13.04. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions precedent to application of
either Section 13.02 or Section 13.03 to the Outstanding Securities of a
particular series:

         (a) The Company shall irrevocably have deposited or cause to be
deposited with the Trustee (or any trustee satisfying the requirements of
Section 6.09 who shall agree to comply with the provisions of this Article
Thirteen applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (A) money in an amount, or
(B) Government Obligations 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 any amount, or
(C) a combination thereof, sufficient, without reinvestment, in the opinion of
nationally recognized firm of independent public accountants expressed in a
written certification thereto delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of any and premium and interest on the
Outstanding Securities of such series on the maturity of such principal, premium
or interest and (ii) any mandatory sinking fund payments or analogous payments
applicable to the Outstanding Securities of such series on the day on which such
payments are due in accordance with the terms of this Indenture and of such
Securities. Before such a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date or
dates in accordance with Article Eleven, which shall be given effect in applying
the foregoing. For this purpose, "Government Obligations" means



                                       58
<PAGE>

(A) with respect to any series of Securities the principal of and any premium
and interest on which are payable in U.S. dollars 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 timely 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 depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act of 1933, as amended) as custodian with respect to
any such Government Obligation held by such custodian for the account of the
holder of such depositary receipt, provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of
principal of or interest on the Government Obligation evidenced by such
depositary receipt and (B) with respect to any other series of Securities, the
meaning specified therefor pursuant to Section 3.01.

         (b) No Event of Default or event which with notice or lapse of time or
both would become an Event of Default with respect to the Securities of such
series shall have occurred and be continuing (A) on the date of such deposit or
(B) insofar as Sections 5.01(e) and (f) are concerned, at any time during the
period ending on the 123rd day after the date of such deposit, or, if longer,
ending on the day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being understood that
the condition in this condition shall not be deemed satisfied until expiration
of such period).

         (c) Such defeasance or covenant defeasance shall not (A) cause the
Trustee for the Securities of such series to have a conflicting interest as
defined in Section 6.08 or for purposes of the Trust Indenture Act with respect
to any securities of the Company or (B) result in the trust arising from such
deposit to constitute, unless it is qualified as, a regulated investment company
under the Investment Company Act of 1940, as amended.

         (d) Such defeasance or covenant defeasance shall not result in a breach
or violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound.

         (e) In the case of an election under Section 13.02, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (x) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling, or (y) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss of Federal
income tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of the Outstanding Securities of such
series will not recognize income, gain or loss of Federal income tax purposes as
a result of such defeasance and will be subject to Federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such defeasance had not occurred.

                                       59
<PAGE>

         (f) In the case of an election under Section 13.03, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such covenant
defeasance had not occurred.

         (g) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which may be
imposed on the Company in connection therewith pursuant to Section 3.01.

         (h) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under Section 13.02 or
the covenant defeasance under Section 13.03 (as the case may be) have been
complied with.

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

         SECTION 13.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 10.03, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee (or other qualifying trustee - collectively, for purposes of
this Section 13.05, the "Trustee") pursuant to Section 13.04 in respect of the
Outstanding Securities of such series 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 (but not
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, premium and interest, but such money need not
be segregated from other funds except to the extent required by law.

         The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the money or U.S. Government
Obligations held by it as provided in Section 13.04 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 13.06. REINSTATEMENT.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 13.02 or 13.03 with respect to the Securities of any
series 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


                                       60
<PAGE>

accordance with Section 13.02 or 13.03; provided, however, that if the Company
makes any payment of the principal of (premium, if any) or interest on any such
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such payment from the money held by
the Trustee or the Paying Agent.

                                   ARTICLE XIV
                  REPAYMENT OF SECURITIES AT OPTION OF HOLDERS

         SECTION 14.01. APPLICABILITY OF ARTICLE.

         Securities of any series which are repayable before their Stated
Maturity at the option of the Holders shall be repaid in accordance with their
terms and (except as otherwise specified as contemplated by Section 3.01 for
Securities of any series) in accordance with this Article.

         SECTION 14.02. NOTICE OF REPAYMENT DATE.

         Notice of any Repayment Date with respect to Securities of any series
shall, unless otherwise specified by the terms of the Securities of such series,
be given by the Company not less than forty-five (45) nor more than sixty (60)
days prior to such Repayment Date, to the Trustee and to each Holder of
Securities of such series in accordance with Sections 1.05 and 1.06,
respectively.

         The notice as to Repayment Date shall state:

         (a) the Repayment Date;

         (b) the Repayment Price;

         (c) the place or places where such Securities are to be surrendered for
payment of the Repayment Price, which shall be the office or agency of the
Company in each Place of Payment, and the date by which Securities must be so
surrendered in order to be repaid;

         (d) a description of the procedure which a Holder must follow to
exercise a repayment right; and

         (e) that exercise of the option to elect repayment is irrevocable.

         No failure of the Company to give the foregoing notice shall limit any
Holder's right to exercise a repayment right.

         SECTION 14.03. DEPOSIT OF REPAYMENT PRICE.

         On or prior to any Repayment 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 10.03) an amount of
money, in immediately available funds, sufficient to pay the Repayment Price of
an (except if the Repayment Date shall be an Interest Payment Date) accrued
interest on, all the Securities of such series which are to be repaid on that
date.

                                       61
<PAGE>

         SECTION 14.04. SECURITIES PAYABLE ON REPAYMENT DATE.

         The form of option to elect repayment having been delivered as
specified in the form of Security for such series as provided in Section 2.03,
the Securities to be repaid shall, on the Repayment Date, become due and payable
at the Repayment Price applicable thereto, and from and after such date (unless
the Company shall default in the payment of the Repayment Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for repayment in accordance with said notice, such Security shall
be paid by the Company at the Repayment Price, together with accrued interest to
the Repayment Date; provided, however, that, unless otherwise specified as
contemplated by Section 3.01, installments of interest whose Stated Maturity is
on or prior to such Repayment Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Date according to their terms and the
provisions of Section 3.07.

         If any Security to be repaid shall not be so paid upon surrender
thereof for repayment, the principal shall, until paid, bear interest from the
Repayment Date at the rate prescribed in the Security.

         SECTION 14.05. SECURITIES REPAID IN PART.

         Any Security which by its terms may be repaid in part at the option of
the Holder and which is to be repaid only in part shall be surrendered at any
office or agency of the Company designated for that purpose pursuant to Section
10.02 (with, if the Company or the Trustee so requires, due endorsement by, or a
written instrument or 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 Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, a new Security
or Securities of the same series and of like tenor, of any authorized
denomination as required by such Holder, in aggregate principal amount equal to
and in exchange for the unrepaid portion of the principal of the Security so
surrendered. If a Book-Entry Security is so surrendered, such new Security so
issued shall be a new Book-Entry Security.

                                   ARTICLE XV
                                HOLDERS' MEETINGS

         SECTION 15.01. PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

         A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article for any of the following purposes:

         (a) to give any notice to the Company or to the Trustee, or to give any
direction to the Trustee, or to waive or consent to the waiving of any Event of
Default hereunder and its consequences, or to take any other action authorized
to be taken by Holders pursuant to any of the provisions of Article Five;

         (b) to remove the Trustee or appoint a successor trustee, pursuant to
the provisions of Article Six;

                                       62
<PAGE>

         (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Sections 9.01 and 9.02; or

         (d) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Securities under
any other provision of this Indenture or under applicable law.

         SECTION 15.02. MANNER OF CALLING MEETINGS.

         The Trustee may at any time call a meeting of Holders to take any
action specified in Section 15.01. Notice of every meeting of the Holders,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed by the Trustee to
the Company and to the Holders not less than twenty (20) nor more than sixty
(60) days prior to the date fixed for the meeting. Any meeting shall be valid
without notice if the Holders of all of the Outstanding Securities, and if the
Company and the Trustee are either present or have, before or after the meeting,
waived notice.

         SECTION 15.03. CALL OF MEETINGS BY COMPANY OR HOLDERS.

         In case at any time the Company, pursuant to a resolution of its Board
of Directors, or the Holders of not less than thirty percent (30%) in aggregate
principal amount of the Outstanding Securities, shall have requested the Trustee
to call a meeting of Holders to take any action authorized in Section 15.01 by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed notice of such
meeting within twenty (20) days after receipt of such request, then the Company
or such Holders in the amount above specified may determine the time and the
place in the City of [Duluth], Georgia for such meeting and may call such
meeting to take any action authorized in Section 15.01, by mailing notice
thereof as provided in Section 15.02.

         SECTION 15.04. WHO MAY ATTEND AND VOTE AT MEETINGS.

         To be entitled to vote at any meeting of Holders a person shall (a) be
a Holder of one or more Securities with respect to which the meeting is being
held, or (b) be a person appointed by an instrument in writing as proxy by such
Holder of one or more Securities. The only persons who shall be entitled to be
present or to speak at any meeting of the Holders shall be the persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee
and its counsel and any representatives of the Company and its counsel.

         SECTION 15.05. REGULATIONS MAY BE MADE BY TRUSTEE.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to proof of the holding of Securities and of the appointment
of proxies, and in regard to the appointment and duties of inspectors or votes,
the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting
as it shall deem appropriate.


                                       63
<PAGE>

         At any meeting each Holder or proxy shall be entitled to one vote for
each $1,000 principal amount of Outstanding Securities held or represented by
him.

         SECTION 15.06. EVIDENCE OF ACTIONS BY HOLDERS.

         Whenever the Holders of a specified percentage in aggregate principal
amount of the Securities may take any action, the fact that the Holders of such
percentage have acted may be evidenced by (a) instruments of similar tenor
executed by Holders in person or by attorney or written proxy, (b) the Holders
voting in favor thereof at any meeting of Holders called and held in accordance
with the provisions of the rules for meetings of Holders, or (c) by a
combination thereof. The Trustee may require proof of any matter concerning the
execution of any instrument by a Holder or his attorney or proxy as it shall
deem necessary.

         SECTION 15.07. EXERCISE OF RIGHTS OF TRUSTEE AND HOLDERS NOT TO BE
HINDERED OR DELAYED.

         Nothing in this Article contained shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrance or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of
the Securities.

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


                                       64
<PAGE>



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

                                           ROPER INDUSTRIES, INC.



                                           By: /s/ Martin S. Headley
                                              ---------------------------------
                                           Name:  Martin S. Headley
                                           Title: Vice President
                                                  and Chief Financial Officer

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                                           SUNTRUST BANK, AS TRUSTEE



                                           By: /s/ Barton Donaldson
                                              ---------------------------------
                                           Name: Barton Donaldson
                                           Title: Vice President


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